ECOLAB INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

ByRichard C. Sloan

Nov 23, 2021

Item 1.01 Conclusion of a Material Definitive Agreement.

Term Credit Agreement

At November 19, 2021, Ecolab inc., a Delaware company (“Ecolab”), as borrower, has entered into a term credit agreement (the “Credit Agreement”) with various financial institutions, as lenders, and JPMorgan Chase Bank, NA., as an administrative agent, providing for a $ 3.0 billion committed and deferred drawing unsecured term credit facility. Under the terms of the credit agreement, Ecolab may only use the proceeds of the loans under the credit agreement to (a) pay a portion of the consideration for the previously announced acquisition of shares of subsidiaries and certain other affiliated entities. of Purolite Company, a Delaware company (“Purolite”), and substantially all of the assets of Purolite used or held for use in connection with its filtration and purification resins business, pursuant to the purchase agreement, dated 28 October 2021, by and among Ecolab, Purolite, Stefan E. Brodie and Don B. Brodie, and Stefan E. Brodie, only in its capacity as representative of the sellers, and (b) pay the fees, costs and expenses incurred in connection with such acquisition and transactions contemplated by the credit agreement.

The borrowing rates under the Credit Agreement depend on Ecolab’s credit ratings and are, at Ecolab’s option, whether the loan is a SOFR Term Loan, a Simple SOFR Loan daily or a base rate loan, each as defined in the credit agreement. SOFR term loans will bear interest at an adjusted forecast term rate based on the Guaranteed Overnight Funding Rate (“SOFR”) as administered by CME Group Benchmark Administration Limited plus 0.10% plus an applicable margin ranging from 0.75% to 0.875%, depending on Ecolab’s credit ratings. Simple daily SOFR loans will bear interest at an adjusted retrospective rate based on the SOFR as administered by the Federal Reserve Bank of New York plus 0.10% plus an applicable margin ranging from 0.75% to 0.875%, depending on Ecolab’s credit ratings. Prime rate loans will bear interest at an annual rate equal to the greater of (a) the prime rate, (b) the Federal Reserve Bank of New York rate plus 1/2 of 1%, and (c) an adjusted forward SOFR rate for an interest period of one month plus 1%. In addition, under the terms of the Credit Agreement, Ecolab has agreed to pay the lenders a commission during the Fee Accumulation Period, as defined in the Credit Agreement. The commission rate is 0.06% or 0.08%, depending on Ecolab’s credit ratings.

The credit agreement contains a financial clause that requires Ecolab to maintain a minimum interest expense coverage ratio, measured at the end of each four-quarter period. The credit agreement also contains the usual financing conditions, events of default, positive and negative covenants, including restrictions on liens and collateral debts.

In the normal course of their respective operations, one or more of the Lenders under the Credit Agreement, or their affiliates, have or may have various relationships with Ecolab and its subsidiaries involving the provision of financial services, including the management of treasury, investment banking and trust services, for which they have received, or will receive, customary fees and expenses.

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is incorporated herein by reference and attached as Exhibit 10.1 hereto.

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 above in Section 1.01 is hereby incorporated by reference into this Section 2.03.

Item 9.01 Financial statements and supporting documents.

(d)   Exhibits.

Exhibit No.    Description                          Method of Filing

  (10.1)         Term Credit Agreement, dated       Filed herewith electronically.
               November 19, 2021, by and among
               Ecolab Inc., the financial
               institutions party thereto as
               Banks from time to time, and JP
               Morgan Chase Bank, N.A., as
               administrative agent  .

   (104)       Cover Page Interactive Data File.    Embedded within the Inline XBRL

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