Ecolab offers to swap existing notes for 2.75% notes due 2055

Chicago, Aug. 10 – Ecolab Inc. is offering to exchange notes from four series for up to $500 million of 2.75% notes due 2055 and cash, according to a press release.

The new exchange notes will be added on to the $300 million of 2.75% notes due 2055 that are expected to be issued on Aug. 18 and were sold on Monday.

Ecolab is offering to exchange the following notes, listed in acceptance-priority order:

• The $457,953,000 outstanding 5.5% notes due 2041 (Cusip: 278865AM2) with an exchange consideration calculated using the 2.25% U.S. Treasury due May 15, 2041 plus 60 basis points, hypothetically as a $480.79 cash amount and $1,000 new notes amount;

• The $700 million outstanding 3.95% notes due 2047 (Cusip: 278865BA7) with an exchange consideration calculated using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 60 bps, hypothetically as a $256.69 cash amount and $1,000 new notes amount;

• The $250 million outstanding 3.7% notes due 2046 (Cusip: 278865AW0) with an exchange consideration calculated using the 1.875% U.S. Treasury due Feb. 15, 2051 plus 60 bps, hypothetically as a $203.53 cash amount and $1,000 new notes amount; and

• The $750 million outstanding 4.8% notes due 2030 (Cusip: 278865BE9) with an exchange consideration calculated using the 1.625% U.S. Treasury due May 15, 2031 plus 50 bps, hypothetically as a $329.75 cash amount and $900 new notes amount.

The total considerations will include a $50 early participation amount to noteholders who tender before the early participation date, 5 p.m. ET on Aug. 20. The early deadline is also the withdrawal deadline.

Pricing is based on par of $1,000 of notes and will be determined at 10 a.m. ET on Aug. 23.

Early participation settlement is expected for Aug. 24.

Unpaid interest will also be paid to the settlement date, but will be reduced by interest on the new notes from Aug. 18 to the settlement date.

The first interest payment for the new notes will include interest from Aug. 18.

The exchange offers will expire at 11:59 p.m. ET on Sept. 3.

Final settlement is planned for Sept. 8.

D.F. King & Co., Inc is the information and tender agent for the offer (800 431-9645, 212 269-5550, ecolab@dfking.com).

The cleaning and sanitizing company is based in St. Paul, Minn.

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