Ecolab prices exchange offers, extends early participation amount

By William Gullotti

Buffalo, N.Y., Aug. 23 – Ecolab Inc. announced the pricing terms for its offer to exchange notes from four series for up to $500 million of 2.75% notes due 2055 and cash, according to a press release on Monday.

Ecolab received tenders for the following amounts of notes, listed in acceptance-priority order with the pricing details:

• $68,987,000 of 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, with an adjusted $494.22 cash amount and $1,000 new notes amount, reflecting a total exchange consideration of $1,499.73 per tendered note;

• $215.95 million of 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, with an adjusted $269.81 cash amount and $1,000 new notes amount, reflecting a total exchange consideration of $1,275.32 per tendered note;

• $50.07 million of 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, with an adjusted $215.56 cash amount and $1,000 new notes amount, reflecting a total exchange consideration of $1,221.07 per tendered note; and

• $50,286,000 of 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, with an adjusted $280.76 cash amount and $950 new notes amount, reflecting a total exchange consideration of $1,235.99 per tendered note.

As previously reported, the new exchange notes will be added on to the $300 million of 2.75% notes due 2055 issued on Aug. 18 and sold on Aug. 9.

The total considerations will include a $50 early participation amount. The participation amount was only going to be paid to noteholders who tendered before the early participation date, 5 p.m. ET on Aug. 20. However, the additional amount offered was extended to the expiration date.

The early deadline was also the withdrawal deadline.

Pricing was based on par of $1,000 of notes.

Early participation settlement is expected for Aug. 24.

As previously reported, 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 offer expires 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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