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On March 20, 2026, Ecolab Inc. (the
“Company”) announced that it entered into a definitive agreement to acquire CoolIT Systems. The Company also updated its
earnings guidance in the announcement. A copy of the News Release issued by the Company in connection with this report under Item
2.02 is furnished and attached as Exhibit (99.1), which is incorporated by reference herein.
The following exhibits are furnished pursuant to Item 2.02
of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
Ecolab to Acquire CoolIT Systems, a Global Leader
in Advanced Liquid Cooling for Next-Gen AI Data Centers
Acquisition accelerates
Ecolab’s sales growth by significantly expanding its Global High-Tech growth engine, creating an end-to-end fluid
management and cooling platform for AI data centers
ST. PAUL, Minn.,
March 20, 2026 — Ecolab announced today that it has entered into a definitive agreement to acquire CoolIT Systems,
a high-growth, high-margin leader in liquid cooling technology for next-gen AI data centers. CoolIT is expected to generate approximately
$550 million in sales over the next 12 months. With CoolIT’s rapid sales growth, the acquisition is expected to significantly strengthen
the company’s Global High-Tech growth engine and accelerate Global Water’s organic sales growth rate by 2% and Ecolab’s
total organic sales growth rate by 1%. The acquisition, from funds managed by KKR, positions Ecolab as a comprehensive cooling solutions
provider by advancing its capabilities across the rapidly growing data center market.
CoolIT is a pure-play data center liquid cooling
company with end-to-end capabilities that designs and manufactures high-performance liquid cooling systems, including coolant distribution
units (CDUs), cold plates and direct-to-chip cooling technologies. With more than 25 years of experience, their technology helps the world’s
largest hyperscale and colocation operators run more efficiently and reliably. As data centers shift from air cooling to liquid cooling
to support rising compute demands, CoolIT’s mission-critical technologies provide the performance needed for advanced AI workloads.
By combining CoolIT’s anchor thermal engineering
technologies and design excellence with Ecolab’s expertise in water, chemistry, fluid management, digital monitoring and global
service, Ecolab is bolstering its Cooling-as-a-Service offering. This integrated solution helps AI data centers improve performance, reduce
downtime and lower water use across their operations.
Under the terms of the agreement, Ecolab will
pay approximately $4.75 billion in cash at the closing of the transaction, subject to customary adjustments. This represents 29x and 24x
estimated next 12-month and 2027 adjusted EBITDA for CoolIT.
“AI is transforming the demands on data
centers, and liquid cooling is one of the critical technologies that makes advanced computing possible,” said Christophe Beck, Ecolab
chairman and chief executive officer. “By bringing together CoolIT’s engineered cooling technologies with Ecolab’s expertise
in water, chemistry and digital service, we can provide our customers a complete cooling solution that improves performance and reliability
while reducing water and energy use. This acquisition expands our role in serving the AI ecosystem—semiconductor fabs that manufacture
chips, power plants that fuel the chips, and data centers that utilize the chips—and positions Ecolab as the partner that the world’s
largest technology companies rely on to grow responsibly and sustainably.”
Strategic Highlights
CoolIT is a high-growth, high-margin global leader
in advanced liquid cooling technologies with 100% focus on the data center market. The acquisition enables Ecolab to rapidly accelerate
its recurring, high-margin data center cooling business, by adding mission-critical anchor technologies including CDUs, cold plates, liquid
loops and rack manifolds, with substantial cross-selling opportunities.
CoolIT will double Ecolab’s Global High-Tech
market opportunity from $5 billion to $10 billion, with this market growing strong double-digits annually. The combination complements
Ecolab’s existing reach across more than 1,000 data centers by providing deep preexisting relationships with the world’s major
hyperscaler and colocation customers, with strong revenue growth visibility from large-scale data center deployments. CoolIT also contributes
advanced engineering, design and validation capabilities, highlighted by custom-designed solutions for leading AI chip developers, including
NVIDIA and AMD, along with manufacturing and supply chain expertise to support rapid scaling.
Financial Highlights
The acquisition is expected to be accretive to
Ecolab’s sales growth, accelerating Global Water’s organic sales growth rate by 2% and Ecolab’s organic sales growth
rate by 1%, beginning one year after closing. Excluding non-cash amortization costs, the transaction is expected to be accretive to adjusted
diluted earnings per share in 2028, with the contribution building significantly thereafter. Returns are expected to be significantly
above Ecolab’s weighted average cost of capital.
The acquisition will be financed with new transaction
debt. As a result, pro forma net debt to adjusted EBITDA is anticipated to be approximately 3x at transaction close, returning to 2x leverage
by the end of the second year after closing.
The acquisition is expected to close in the third
quarter of 2026, subject to regulatory approvals and other customary closing conditions.
2026 EPS Outlook
Ecolab expects first quarter 2026 adjusted diluted
earnings per share in the $1.69 to $1.71 range, rising 13% to 14% compared with adjusted diluted earnings per share of $1.50 a year ago.
For the full-year 2026, excluding the impact of
CoolIT, Ecolab continues to expect adjusted diluted earnings per share in the $8.43 to $8.63 range, rising 12% to 15% compared with adjusted
diluted earnings per share of $7.53 in 2025.
Ecolab will release its first quarter 2026 results
on Tuesday, April 28, 2026.
Webcast Details
Ecolab will host a live webcast to review the
CoolIT acquisition announcement on Monday, March 23, 2026, at 8 a.m. Eastern time. The webcast, along with related presentation
slides, will be available to the public on Ecolab’s website at www.ecolab.com/investor.
Citi acted as exclusive financial advisor to Ecolab
in connection with the transaction and Covington & Burling LLP acted as legal counsel.
About Ecolab
A trusted partner
for millions of customers, Ecolab (NYSE:ECL) is a global leader in water, hygiene and infection prevention solutions and services that
protect people and the resources vital to life. For more than a century, Ecolab has advanced innovation by integrating science-based
solutions, data-driven insights, AI technology and world-class service. This unique combination enables Ecolab to partner with customers
to define what best-in-class looks like and scale it across their operations, helping them achieve peak performance. Today, Ecolab has
$16 billion in annual sales, 48,000 associates and customers in more than 170 countries and 40 industries. The company helps protect one-third
of the world’s food production and a quarter of the power generated while delivering innovative solutions across food, healthcare,
data centers, microelectronics, life sciences and hospitality. Ecolab’s comprehensive approach protects what’s vital, aiming
by 2030 to help protect 2 billion people from infections and enough drinking water for 1 billion people while enhancing business performance.
Ecolab. Protecting What’s Vital.
www.ecolab.com
About CoolIT
CoolIT Systems specializes in scalable liquid
cooling solutions for the world’s most demanding high-performance computing environments. Through its broad portfolio of modular
direct liquid cooling (DLC) products, CoolIT enables dramatic increases in rack density, component performance and power efficiency across
any high-density computing scenario. CoolIT collaborates with the top semiconductor manufacturers and cloud service providers to develop
cooling technologies that enable ever greater computing performance and efficiency. Through its Liquid Lab™ R&D centers in Calgary
and Taipei, global manufacturing operations in Canada, China, and Vietnam, and on-site support in more than 80 countries, CoolIT serves
customers at scale worldwide. Together, CoolIT and its partners are leading the way for widespread adoption of efficient high-density,
high-performance computing.
For more information about CoolIT Systems, its
products and technology, visit http://www.coolitsystems.com
Cautionary Statements Regarding Forward-Looking
Information
This news release contains certain statements
relating to future events and our intentions, beliefs, expectations and predictions for the future which are forward-looking statements
as that term is defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “we believe,” “we expect,”
“estimate,” “project,” “may,” “will,” “intend,” “plan,” “believe,”
“target,” “forecast” (including the negative or variations thereof) or similar terminology used in connection
with any discussion of future plans, actions or events generally identify forward-looking statements. These forward-looking statements
include, but are not limited to, statements regarding market trends, the future performance of CoolIT, impacts of the acquisition of CoolIT,
the expected timing of completion of the acquisition, amortization expense, returns, sales growth, adjusted diluted earnings per share
and net debt to adjusted EBITDA ratio. These statements are based on the current expectations of management of the company. There are
a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included
in this news release. These risks and uncertainties include (i) the risk that the regulatory approvals or clearances required for
the acquisition may not be obtained, or that required regulatory approvals may delay the acquisition or result in the imposition of conditions
that could have a material adverse effect on either party or cause either party to abandon the acquisition, (ii) the risk that the
conditions to the closing of the acquisition may not be satisfied, (iii) the risk that a material adverse change, event or occurrence
may affect Ecolab or CoolIT prior to the closing of the acquisition and may delay the acquisition or cause the company to abandon the
acquisition, (iv) problems that may arise in successfully integrating the businesses of the company and CoolIT, which may result
in the combined business not operating as effectively and efficiently as expected, (v) the possibility that the acquisition may involve
unexpected costs, unexpected liabilities or unexpected delays, (vi) the risk that the credit ratings of Ecolab may be different from
what Ecolab currently expects, (vii) the risk that the businesses of Ecolab or CoolIT may suffer as a result of uncertainty surrounding
the acquisition, (viii) unexpected operating risks at CoolIT and (ix) the risk that disruptions from the transaction will harm
relationships with customers, employees and suppliers.
Other unknown or unpredictable factors could also
have material adverse effects on future results, performance or achievements of the company, CoolIT and the combined business. For a further
discussion of these and other risks and uncertainties applicable to Ecolab, see Item 1A of our most recent Form 10-K, and our other
public filings with the Securities and Exchange Commission. In light of these risks, uncertainties, assumptions and factors, the forward-looking
events discussed in this news release may not occur. We caution that undue reliance should not be placed on forward-looking statements,
which speak only as of the date made. Ecolab does not undertake, and expressly disclaims, any duty to update any forward-looking statement
whether as a result of new information, future events or changes in expectations, except as required by law.
Non-GAAP Financial Information
This news release includes financial measures
that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including
organic sales, adjusted diluted earnings per share and adjusted EBITDA. We provide these measures as additional information regarding
our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions,
including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency
with respect to our results of operations and that these measures are useful for period-to-period comparison of results.
Our non-GAAP financial measures for organic sales
are at fixed currency and exclude the results of our acquired businesses from the first 12 months post acquisition and the results of
divested businesses from the 12 months prior to divestiture. Our non-GAAP financial measures for adjusted diluted earnings per share exclude
the impact of special (gains) and charges and discrete tax items. We include items within special (gains) and charges and discrete tax
items that we believe can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs
and/or income associated with historical trends and future results. EBITDA is defined as net income including non-controlling interest
with the sum of provision for income taxes, net interest expense, depreciation and amortization added back. Adjusted EBITDA further adds
special (gains) and charges impacting EBITDA. EBITDA and adjusted EBITDA are used in our net debt to adjusted EBITDA ratio, which we view
as important indicators of the operational and financial health of our organization.
These non-GAAP financial measures are not in accordance
with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any
single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures
included in this news release.
We do not provide reconciliations for non-GAAP
estimates on a forward-looking basis (including those contained in this news release) when we are unable to provide a meaningful or accurate
calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent
difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of our control and/or cannot be reasonably
predicted, and that would impact reported earnings per share and the reported net income, the most directly comparable forward-looking
GAAP financial measures to adjusted diluted earnings per share and adjusted EBITDA. For the same reasons, we are unable to address the
probable significance of the unavailable information.
Investor Contact:
Andrew C. Hedberg
651-250-2185
Media Contact:
Ecolab Media Relations
651-250-4724
mediarelations@ecolab.com
(ECL-A)