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):
August 18, 2025
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 August 18, 2025, Ecolab Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan
Securities LLC 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 $500 million aggregate
principal amount of its 5.000% Notes due 2035 (the “Notes”).
On August 27, 2025, 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 Fourteenth Supplemental Indenture, dated August 27, 2025 (the “Fourteenth 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, partial funding of the Company’s previously announced acquisition of Ovivo Inc.’s Electronics
business and repayment of commercial paper or other indebtedness.
The Notes bear interest at a rate of 5.000% per annum, payable semi-annually
in arrears on March 1 and September 1 of each year, beginning March 1, 2026. The Notes will mature on September 1,
2035 and are redeemable at the Company’s option, in whole at any time or in part prior to June 1, 2035, 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. 333-275302) (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 November 3, 2023. The Company has filed with the SEC a prospectus supplement, dated August 18, 2025 together with the accompanying
prospectus, dated November 3, 2023, relating to the offering and sale of the Notes.
The above descriptions of the Underwriting Agreement, the Base Indenture,
the Fourteenth Supplemental Indenture and the Notes are qualified in their entirety by reference to the Underwriting Agreement, the Base
Indenture, the Fourteenth Supplemental Indenture, and the form of 5.000% Notes due 2035, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. |
Description |
|
Method of Filing |
| |
|
|
|
| (1.1) |
Underwriting Agreement, dated as of August 18, 2025, among Ecolab Inc. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC 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) |
Fourteenth Supplemental Indenture, dated as of August 27, 2025, between Ecolab Inc. and Computershare Trust Company, N.A. |
|
Filed herewith. |
| |
|
|
|
| (4.3) |
Form of 5.000% Notes due 2035. |
|
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: August 27, 2025 |
|
| |
|
| |
By: |
/s/ Theresa Corona |
| |
|
Name: |
Theresa Corona |
| |
|
Title: |
Assistant Secretary |
