ECOLAB INC. — Capital/Financing Update 2017

Dec 4, 2017

8-K 1 a17-27903_18k.htm 8-K

*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): December 1, 2017

*ECOLAB INC.*

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File Number)	(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

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*Item 8.01 Other Events.*

On December 1, 2017, Ecolab Inc. (the “Company”) issued a news release announcing the early tender results of its previously announced offer to exchange (the “Exchange Offer”) its outstanding 5.500% Notes due 2041 for up to $375 million aggregate principal amount of its 3.950% Notes due 2047. A copy of the news release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, on December 1, 2017, the Company issued a news release announcing the pricing terms of the Exchange Offer. A copy of the news release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits.

Exhibit Number	Description
99.1	Ecolab Inc. News Release dated December 1, 2017, announcing early tender results of Exchange Offer.
99.2	Ecolab Inc. News Release dated December 1, 2017, announcing pricing terms of Exchange Offer.

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*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.

Date: December 4, 2017
By:	/s/ David F. Duvick
Name:	David F. Duvick
Title:	Assistant Secretary

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