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Delaware
(State or other jurisdiction of incorporation or organization) |
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41-0231510
(I.R.S. Employer Identification No.) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
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Title of each class of securities
to be registered |
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Amount to be
registered(1) |
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Proposed maximum
offering price per unit(1) |
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Proposed maximum
aggregate offering price(1) |
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Amount of
registration fee(1)(2) |
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Debt securities | | | | | | | | | | | | | | | | | |
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Page
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Securities and Exchange Commission registration fee
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| | | $ | * | | |
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Trustee’s fees and expenses
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| | | | ** | | |
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Printing and engraving fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Legal fees
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Rating agency fees
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total expenses
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| | | $ | ** | | |
Exhibit
No. |
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Description
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Method of Filing
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| | (1.1) | | | | Form of underwriting agreement. | | |
*
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| | (4.1) | | | |
Indenture, dated January 12, 2015, between the Company and
Wells Fargo Bank, National Association (the “Indenture”). |
| | Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K filed on January 15, 2015. | |
| | (4.2) | | | | Form of debt security. | | |
*
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| | (5.1) | | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. | | | Filed herewith electronically. | |
| | (15.1) | | | | Letter regarding unaudited interim financial information. | | | Filed herewith electronically. | |
| | (23.1) | | | | Consent of PricewaterhouseCoopers LLP. | | | Filed herewith electronically. | |
| | (23.2) | | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP. | | | Included in Exhibit (5.1). | |
| | (25.1) | | | | Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as trustee under the Indenture. | | | Filed herewith electronically. | |
| | | | ECOLAB INC. | | |||
| | | | By: | | |
/s/ Douglas M. Baker, Jr.
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| | | | | | |
Name:
Douglas M. Baker, Jr.
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Title:
Chairman of the Board and Chief Executive Officer
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Signature
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Title
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/s/ Douglas M. Baker, Jr.
Douglas M. Baker, Jr.
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer and Director)
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/s/ Daniel J. Schmechel
Daniel J. Schmechel
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Chief Financial Officer (Principal Financial Officer)
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/s/ Scott D. Kirkland
Scott D. Kirkland
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Senior Vice President and Corporate Controller
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/s/ Shari L. Ballard
Shari L. Ballard
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Director
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/s/ Barbara J. Beck
Barbara J. Beck
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Director
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/s/ Christophe Beck
Christophe Beck
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Director
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/s/ Jeffrey M. Ettinger
Jeffrey M. Ettinger
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Director
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/s/ Arthur J. Higgins
Arthur J. Higgins
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Director
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/s/ Michael Larson
Michael Larson
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Director
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Signature
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Title
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/s/ David W. MacLennan
David W. MacLennan
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Director
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/s/ Tracy B. McKibben
Tracy B. McKibben
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Director
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/s/ Lionel L. Nowell, III
Lionel L. Nowell, III
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Director
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/s/ Victoria J. Reich
Victoria J. Reich
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Director
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/s/ Suzanne M. Vautrinot
Suzanne M. Vautrinot
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Director
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/s/ John J. Zillmer
John J. Zillmer
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Director
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Exhibit (5.1)
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
October 30, 2020 |
Ecolab Inc.
1 Ecolab Place
St. Paul, Minnesota 55102
Ladies and Gentlemen:
Re: | Ecolab Inc. Registration Statement on Form S-3 |
We have acted as special United States counsel to Ecolab Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of debt securities of the Company (“Debt Securities”), which may be issued in one or more series under the Indenture, dated as of January 12, 2015 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”), which is filed as an exhibit to the Registration Statement.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, we have examined and relied upon the following:
(a) the Registration Statement;
Ecolab Inc.
October 30, 2020
Page 2
(b) an executed copy of the Indenture;
(c) an executed copy of a certificate of David F. Duvick, Assistant Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(d) a copy of the Company’s Restated Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of October 26, 2020, and certified pursuant to the Secretary’s Certificate;
(e) a copy of the Company’s By-Laws, as amended and in effect as of February 26, 2010, and in effect at all subsequent times to and including October 28, 2015, certified pursuant to the Secretary’s Certificate;
(f) a copy of the Company’s By-Laws, as amended and in effect as of October 29, 2015, and in effect at all subsequent times to and including December 2, 2015, certified pursuant to the Secretary’s Certificate;
(g) a copy of the Company’s By-Laws, as amended and in effect as of December 3, 2015, and in effect at all subsequent times to and including the date hereof, certified pursuant to the Secretary’s Certificate; and
(h) a copy of certain resolutions of the Board of Directors of the Company, adopted on August 7, 2014, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.
Ecolab Inc.
October 30, 2020
Page 3
We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware (all of the foregoing being referred to as “Opined-on Law”).
As used herein, “Transaction Documents” means the Indenture and the supplemental indentures and written orders establishing the terms of the Debt Securities pursuant thereto and any applicable underwriting or purchase agreement.
The opinion stated in the paragraph below presumes that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Debt Securities: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to the Offered Debt Securities (as defined below) has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if the Offered Debt Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance and sale of the Offered Debt Securities and related matters and appropriate officers of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company; and (v) the terms of the applicable Transaction Documents and the issuance and sale of the Offered Debt Securities have been duly established in conformity with the certificate of incorporation of the Company so as not to violate any applicable law, the certificate of incorporation of the Company or the bylaws of the Company, or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that, with respect to any series of Debt Securities offered by the Company (the “Offered Debt Securities”), when (a) the general conditions have been satisfied, (b) the Indenture has been qualified under the Trust Indenture Act of 1939, (c) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (d) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the
Ecolab Inc.
October 30, 2020
Page 4
applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Documents upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
The opinion stated herein is subject to the following qualifications:
(a) we do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and the opinion stated herein is limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations or to the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
Ecolab Inc.
October 30, 2020
Page 5
(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(g) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment; further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;
(h) we have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;
(i) we have assumed that the choice of a currency other than U.S. dollars as the currency in which any Offered Debt Securities may be denominated does not contravene any exchange control or other laws of the jurisdiction of any such currency, and further we call to your attention that a court may not award a judgment in any currency other than U.S. dollars; and
(j) to the extent that the opinion stated herein relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinion we have assumed that:
(a) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Offered Debt Securities: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject, (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and
Ecolab Inc.
October 30, 2020
Page 6
(b) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Offered Debt Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, | |
/s/ Skadden, Arps, Slate, Meagher & Flom LLP |
LKB
Exhibit (15.1)
October 30, 2020
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We are aware that our reports dated May 7, 2020, August 6, 2020, and October 30, 2020 on our reviews of interim financial information of Ecolab Inc., which are included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, respectively, are incorporated by reference in this Registration Statement on Form S-3.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
PricewaterhouseCoopers LLP, 45 South 7th Street, Suite 3400, Minneapolis, Minnesota 55402
T: (612) 596 6000; F: (612) 373 7160, www.pwc.com/us
Exhibit (23.1)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 of Ecolab Inc. of our report dated February 28, 2020, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effects of discontinued operations and the change in composition of reportable segments discussed in Note 1, as to which the date is September 25, 2020, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Ecolab Inc.’s Current Report on Form 8-K dated September 25, 2020. We also consent to the reference to us as experts under the heading “Independent Registered Public Accounting Firm” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
October 30, 2020
Exhibit (25.1)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
___
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association | 94-1347393 | |
(Jurisdiction of incorporation or | (I.R.S. Employer | |
organization if not a U.S. national | Identification Number) | |
bank) |
101 North Phillips Avenue | ||
Sioux Falls, South Dakota | 57104 | |
(Address of principal executive offices) | (Zip code) |
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
ECOLAB INC.
(Exact name of obligor as specified in its charter)
Delaware | 41-0231510 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
1 Ecolab Place | ||
St. Paul, Minnesota | 55102 | |
(Address of principal executive offices) | (Zip code) |
Debt Securities
(Title of the indenture securities)
Item 1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. | Foreign Trustee. Not applicable. |
Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
Exhibit 1. | A copy of the Articles of Association of the trustee as now in effect.* | |
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
Exhibit 3. | A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 1, 2019.* | |
Exhibit 4. | Copy of By-laws of the trustee as now in effect.* | |
Exhibit 5. | Not applicable. | |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
Exhibit 8. | Not applicable. | |
Exhibit 9. | Not applicable. |
* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Filing S-3ASR dated December 20, 2019 of file number 333-235649.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Minneapolis, and State of Minnesota, on the 29th day of October, 2020.
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Nancy Chouanard | |
Nancy Chouanard | ||
Vice President |
EXHIBIT 6
October 29, 2020
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours, | ||
WELLS FARGO BANK, NATIONAL ASSOCIATION | ||
By: | /s/ Nancy Chouanard | |
Nancy Chouanard | ||
Vice President |
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2020, filed in accordance with 12 U.S.C. §161 for National Banks.
Dollar Amounts In Millions |
|||||||
ASSETS | |||||||
Cash and balances due from depository institutions: | |||||||
Noninterest-bearing balances and currency and coin | $ 24,026 | ||||||
Interest-bearing balances | 234,953 | ||||||
Securities: | |||||||
Held-to-maturity securities | 168,952 | ||||||
Available-for-sale securities | 220,190 | ||||||
Equity Securities with readily determinable fair value not held for trading | 295 | ||||||
Federal funds sold and securities purchased under agreements to resell: | |||||||
Federal funds sold in domestic offices | 23 | ||||||
Securities purchased under agreements to resell | 69,768 | ||||||
Loans and lease financing receivables: | |||||||
Loans and leases held for sale | 31,851 | ||||||
Loans and leases, net of unearned income | 901,533 | ||||||
LESS: Allowance for loan and lease losses | 18,587 | ||||||
Loans and leases, net of unearned income and allowance | 882,946 | ||||||
Trading Assets | 54,369 | ||||||
Premises and fixed assets (including capitalized leases) | 11,582 | ||||||
Other real estate owned | 190 | ||||||
Investments in unconsolidated subsidiaries and associated companies | 13,135 | ||||||
Direct and indirect investments in real estate ventures | 23 | ||||||
Intangible assets | 31,115 | ||||||
Other assets | 56,522 | ||||||
Total assets | $1,799,940 | ||||||
LIABILITIES | |||||||
Deposits: | |||||||
In domestic offices | $1,464,907 | ||||||
Noninterest-bearing | 522,621 | ||||||
Interest-bearing | 942,286 | ||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 36,301 | ||||||
Noninterest-bearing | 851 | ||||||
Interest-bearing | 35,450 | ||||||
Federal funds purchased and securities sold under agreements to repurchase: | |||||||
Federal funds purchased in domestic offices | 10,047 | ||||||
Securities sold under agreements to repurchase | 6,465 |
Dollar Amounts In Millions | ||||
Trading liabilities | 11,918 | |||
Other borrowed money | ||||
(Includes mortgage indebtedness and obligations under capitalized leases) | 56,468 | |||
Subordinated notes and debentures | 12,503 | |||
Other liabilities | 32,879 | |||
Total liabilities | $1,631,488 | |||
EQUITY CAPITAL | ||||
Perpetual preferred stock and related surplus | 0 | |||
Common stock | 519 | |||
Surplus (exclude all surplus related to preferred stock) | 114,730 | |||
Retained earnings | 51,212 | |||
Accumulated other comprehensive income | 1,959 | |||
Other equity capital components | 0 | |||
Total bank equity capital | 168,420 | |||
Noncontrolling (minority) interests in consolidated subsidiaries | 32 | |||
Total equity capital | 168,452 | |||
Total liabilities, and equity capital | $1,799,940 |
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge
and belief.
John R. Shrewsberry Sr. EVP & CFO |
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate
Federal regulatory authority and is true and correct.
Directors
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas
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