Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 8.01 below with respect to the Notes and the Indenture (each as defined below) is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Item 8.01 Other Events.
As previously disclosed, on November 7, 2022, Ecolab Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 5.250% Notes due 2028 (the “Notes”).
On November 17, 2022, the Company completed the offering of the Notes, and the Notes were issued pursuant to the Indenture (the “Base Indenture”), dated January 12, 2015, between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), as amended by the Twelfth Supplemental Indenture, dated November 17, 2022 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes are a separate series of debt securities under the Indenture. The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include, without limitation, repayment of commercial paper borrowings or other indebtedness.
The Notes bear interest at a rate of 5.250% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2023. The Notes will mature on January 15, 2028 and are redeemable at the Company’s option, in whole at any time or in part from time to time, at the redemption prices specified in the Indenture.
Upon the occurrence of certain change of control events with respect to the Notes as described in the Indenture, the Company will be required to offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture contains covenants that limit, among other things, the ability of the Company and its subsidiaries to incur liens on certain properties to secure debt, to engage in sale and leaseback transactions and to transfer certain property, stock or debt of any restricted subsidiary to any unrestricted subsidiary (each as defined in the Indenture).
The Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration No. 333-249740) (the “Registration Statement”) under the Securities Act of 1933 which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on October 30, 2020. The Company has filed with the SEC a prospectus supplement, dated November 7, 2022, together with the accompanying prospectus, dated October 30, 2020, relating to the offering and sale of the Notes.
The above description of the Underwriting Agreement, the Base Indenture, the Twelfth Supplemental Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Base Indenture, the Twelfth Supplemental Indenture, and the form of 5.250% Notes due 2028, each of which is incorporated herein by reference and which are included in this Current Report on Form 8-K as Exhibits (1.1), (4.1), (4.2), and (4.3), respectively.
