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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 29, 2026
ECOLAB INC.
(Exact name of registrant as specified in
its charter)
| Delaware | |
1-9328 | |
41-0231510 |
(State or other jurisdiction
of incorporation) | |
(Commission
File No.) | |
(IRS Employer
Identification No.) |
| 1 Ecolab Place, Saint Paul, Minnesota 55102 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code 1-800-232-6522
(Not applicable)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class | |
Trading
symbol(s) | |
Name
of each exchange on which registered |
| Common Stock, $1.00 par value | |
ECL | |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On May 19, 2026, Ecolab Inc. (the “Company”) entered into
an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities,
Inc. and Wells Fargo Securities, LLC, as representatives of the several Underwriters named therein (the “Underwriters”), pursuant
to which the Company agreed to issue and sell to the Underwriters $1,200,000,000 aggregate principal amount of its 4.600% Notes due 2029
(the “2029 Notes”), $900,000,000 aggregate principal amount of its 4.800% Notes due 2031 (the “2031 Notes”), $1,500,000,000
aggregate principal amount of its 5.150% Notes due 2033 (the “2033 Notes”) and $1,400,000,000 aggregate principal amount of
its 5.350% Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”).
On May 29, 2026, 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
Fifteenth Supplemental Indenture, dated May 29, 2026 (the “Fifteenth Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”), between the Company and the Trustee. Each of the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036
Notes is a separate series of debt securities under the Indenture. The Company intends to use the net proceeds from the sale of the Notes
to fund the acquisition of Frigeo Holdings LLC (“CoolIT Systems” and such transaction, the “CoolIT Systems Acquisition”)
and for general corporate purposes, which may include, without limitation, the repayment of commercial paper or other indebtedness.
The 2029 Notes bear interest at a rate of 4.600% per annum, payable
semi-annually in arrears on June 15 and December 15 of each year, beginning December 15, 2026, and will mature on June 15, 2029. The 2031
Notes bear interest at a rate of 4.800% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning
December 15, 2026, and will mature on June 15, 2031. The 2033 Notes bear interest at a rate of 5.150% per annum, payable semi-annually
in arrears on June 15 and December 15 of each year, beginning December 15, 2026, and will mature on June 15, 2033. The 2036 Notes bear
interest at a rate of 5.350% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning December 15,
2026, and will mature on June 15, 2036. The Notes are redeemable at the Company’s option, in whole at any time or in part prior
to maturity at the redemption prices specified in the Indenture.
If (i) the CoolIT Systems Acquisition is not completed on or prior
to the later of (x) September 16, 2026 or (y) such later date to which the end date under the Agreement and Plan of Merger, dated as of
March 20, 2026, by and among Ecolab Inc., Ecolab U.S. 15 LLC, Frigeo Holdings LLC and KKR Frigeo Aggregator L.P. (solely in its capacity
as equityholder representative) (the “Merger Agreement”) may be extended in accordance with the terms thereof (such later
date, the “Special Mandatory Redemption End Date”), (ii) prior to the Special Mandatory Redemption End Date, the Merger Agreement
is terminated or (iii) the Company otherwise notifies the Trustee that it will not pursue the completion of the CoolIT Systems Acquisition,
the Company will be required to redeem the 2029 Notes, the 2031 Notes and the 2033 Notes (collectively, the “SMR Notes”),
at a special mandatory redemption price equal to 101% of the principal amount of the SMR Notes to be redeemed plus accrued and unpaid
interest thereon to, but excluding the Special Mandatory Redemption Date (as defined 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. 333-293635) (the “Registration Statement”) under the Securities
Act of 1933, as amended, which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on February
23, 2026. The Company has filed with the SEC a prospectus supplement, dated May 19, 2026 together with the accompanying prospectus, dated
February 23, 2026, relating to the offering and sale of the Notes.
The above descriptions of the Underwriting Agreement, the Base Indenture,
the Fifteenth Supplemental Indenture and the Notes are qualified in their entirety by reference to the Underwriting Agreement, the Base
Indenture, the Fifteenth Supplemental Indenture, and the form of 4.600% Notes due 2029, the form of 4.800% Notes due 2031, the form of
5.150% Notes due 2033 and the form of 5.350% Notes due 2036, 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), (4.3), (4.4), (4.5) and (4.6), respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
|
Method of Filing |
| (1.1) |
|
Underwriting Agreement, dated as of May 19, 2026, among Ecolab Inc. and Citigroup Global Markets Inc., Barclay Capitals Inc., BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
|
Filed herewith. |
| |
|
|
|
|
| (4.1) |
|
Indenture, dated January 12, 2015, between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association). |
|
Incorporated by reference to the Current Report on Form 8-K filed by Ecolab Inc. with the SEC on January 15, 2015. |
| |
|
|
|
|
| (4.2) |
|
Fifteenth Supplemental Indenture, dated as of May 29, 2026, between Ecolab Inc. and Computershare Trust Company, N.A. |
|
Filed herewith. |
| |
|
|
|
|
| (4.3) |
|
Form of 4.600% Notes due 2029. |
|
Included in Exhibit (4.2) above. |
| |
|
|
|
|
| (4.4) |
|
Form of 4.800% Notes due 2031. |
|
Included in Exhibit (4.2) above. |
| |
|
|
|
|
| (4.5) |
|
Form of 5.150% Notes due 2033. |
|
Included in Exhibit (4.2) above. |
| |
|
|
|
|
| (4.6) |
|
Form of 5.350% Notes due 2036. |
|
Included in Exhibit (4.2) above. |
| |
|
|
|
|
| (5.1) |
|
Opinion of McGuireWoods LLP. |
|
Filed herewith. |
| |
|
|
|
|
| (23.1) |
|
Consent of McGuireWoods LLP. |
|
Included in Exhibit (5.1) above. |
| |
|
|
|
|
| (104) |
|
Cover Page Interactive Data File. |
|
Embedded within the Inline XBRL document. |
SIGNATURE
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.
| |
ECOLAB INC. |
| |
|
| Date: May 29, 2026 |
By: |
/s/ Youhao Dong |
| |
|
Name: Youhao Dong |
| |
|
Title: Assistant Secretary |
