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 20, 2020, Ecolab Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 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.

On March 24, 2020, the Company completed the offering, and 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 bear interest at a rate of 4.800% per annum, payable semiannually in arrears on March 24 and September 24 of each year, beginning September 24, 2020. The Notes will mature on March 24, 2030 and are redeemable at the Company's option in whole at any time or in part from time to time, 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 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. 333-221305) 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 20, 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 Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
                     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.
  Exhibit 4.3          Form of Note (included in Exhibit 4.2).
  Exhibit 5.1          Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated March
                     24, 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).

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