Ecolab Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2025, Ecolab Inc. (“Ecolab”) entered into a fourth amended and restated multicurrency credit agreement providing for a $2.0 billion unsecured 5-year revolving credit facility that matures in March 2030 (the “5-Year Facility”) among Ecolab, the lenders party thereto (the “Banks”), the issuing lenders party thereto and Bank of America, N.A., as administrative agent and swing line bank. The 5-Year Facility amended and restated Ecolab’s prior $2.0 billion unsecured 5-year revolving multicurrency credit facility that was scheduled to mature in April 2026 by, among other things, amending certain provisions thereof and extending the maturity from April 2026 to March 2030.
The 5-Year Facility will be used for general corporate purposes, including, without limitation, the repurchase of shares of capital stock of Ecolab, the repayment of other indebtedness and acquisitions.
Borrowings under the 5-Year Facility bear interest (i) for U.S. Dollar-denominated loans, at Ecolab’s option, (x) the base rate (which is equal to the highest of (a) the Bank of America, N.A. prime rate, (b) the federal funds rate plus 1/2 of 1% and (c) Term SOFR for a one-month tenor plus 1.00%) plus an applicable margin or (y) Term SOFR for an interest period selected by Ecolab plus an applicable margin, (ii) for Euro-denominated loans, EURIBOR for an interest period selected by Ecolab plus an applicable margin, (iii) for Yen-denominated loans, TIBOR for an interest period selected by Ecolab plus an applicable margin and (iv) for Sterling-denominated loans, overnight SONIA plus an applicable margin. The interest periods available to Ecolab for loans denominated in U.S. Dollars, Euros and Yen are one month, three months and six months.
The 5-Year Facility includes a $100 million letter of credit subfacility and a $75 million swing line loan subfacility. In connection with the 5-Year Facility, Ecolab must pay (i) a facility fee at a rate per annum which may range from 0.05% to 0.125% of the actual daily commitment of each lender and (ii) a fee on each issued and outstanding letter of credit at a rate per annum which may range from 0.70% to 1.125% of the daily undrawn amount of each letter of credit. The applicable rates for these fees will be determined based on Ecolab’s credit rating, as described in the 5-Year Facility.
The 5-Year Facility contains a financial covenant that requires Ecolab to maintain a minimum interest expense coverage ratio, measured as of the end of each four quarter period. The 5-Year Facility also contains customary conditions to funding, events of default, affirmative covenants and negative covenants, including restrictions on liens and subsidiary indebtedness.
In the ordinary course of their respective businesses, one or more of the lenders under the 5-Year Facility, or their affiliates, have or may have various relationships with Ecolab and its subsidiaries involving the provision of financial services, including cash management, 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 5-Year Facility, 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 under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | Method of Filing | |||
(10.1) | Filed herewith electronically. | ||||
(104) | Cover Page Interactive Data File. | Embedded within the Inline XBRL document. |