Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 below with respect to the Underwriting Agreement (as defined below) is hereby incorporated by reference into this Item 1.01.

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.

On March 27, 2020, 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 (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an additional $250,000,000 aggregate principal amount of its 4.800% Notes due 2030 (the "Notes"). The Underwriting Agreement contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The offering was completed on March 31, 2020. The Notes constitute a further issuance of the Company's 4.800% notes due 2030, initially issued on March 24, 2020, and will be consolidated and form a single series with the previously issued and currently-outstanding $500,000,000 aggregate principal amount of the Company's 4.800% notes due 2030.

The Notes were issued pursuant to an Indenture (the "Base Indenture"), dated January 12, 2015, between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as amended by the Eighth Supplemental Indenture, dated March 24, 2020 (the "Eighth Supplemental Indenture" and together with the Base Indenture, the "Indenture"), between the Company and the Trustee.

The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-221305) under the Securities Act of 1933, as amended, which was filed and became effective on November 2, 2017. The Company has filed with the Securities and Exchange Commission a prospectus supplement, dated March 27, 2020, together with the accompanying prospectus, dated November 2, 2017, relating to the offering and sale of the Notes.

The above description of the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Base Indenture, the Eighth Supplemental Indenture and the form of Note, each of which is incorporated herein by reference and is attached to this Current Report on Form 8-K as Exhibit 1.1, 4.1, 4.2 and 4.3, respectively.

Item 9.01 Financial Statements and Exhibits.





(d)      Exhibits.



Exhibit No.                                     Description
  Exhibit 1.1        Underwriting Agreement, dated March 20, 2020, between the Company
                   and BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman
                   Sachs & Co. LLC, as representatives of the several underwriters named
                   therein.
  Exhibit 4.1        Indenture, dated January 12, 2015, between the Company and Wells
                   Fargo Bank, National Association, incorporated herein by reference to
                   Exhibit 4.1 of the Company's Current Report on Form 8-K filed on
                   January 15, 2015.
  Exhibit 4.2        Eighth Supplemental Indenture, dated March 24, 2020, between the
                   Company and Wells Fargo Bank, National Association, incorporated
                   herein by reference to Exhibit 4.2 of the Company's Current Report on
                   Form 8-K filed on March 24, 2020.
  Exhibit 4.3        Form of Note (included in Exhibit 4.2).
  Exhibit 5.1        Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated March 31,
                   2020.
  Exhibit 23.1       Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
                   Exhibit 5.1).
Exhibit 104        Cover Page Interactive Data File (embedded within the Inline XBRL
                   document).

© Edgar Online, source Glimpses