Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2021, pursuant to the Stock and Asset Purchase Agreement (the
"Purchase Agreement"), dated October 28, 2021 by and among Ecolab Inc., a
Delaware corporation ("Ecolab"), Purolite Corporation, a Delaware corporation
("Purolite"), Stefan E. Brodie and Don B. Brodie (the "Founder Sellers" and
together with Purolite, the "Sellers") and Stefan E. Brodie, solely in his
capacity as the representative of the Sellers ("Seller Representative"), Ecolab
acquired the shares of the subsidiaries and certain other affiliated entities of
Purolite (the "Acquired Companies") and substantially all of Purolite's assets
used or held for use in connection with its filtration and purification resins
business, and assumed the liabilities related to the business (the
"Transaction").
The purchase price paid by Ecolab was approximately $3.7 billion in cash,
subject to certain adjustments for working capital, cash, debt, transaction
expenses, and certain real estate expenses. Ecolab paid the purchase price for
the Transaction through (i) proceeds from borrowings under Ecolab's Term Credit
Agreement, dated November 19, 2021, by and among Ecolab, the financial
institutions party thereto as Banks from time to time, and JP Morgan Chase Bank,
N.A., as administrative agent, and (ii) cash on hand.
The foregoing description of the Transaction does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Purchase
Agreement, which is incorporated herein by reference and attached as Exhibit 2.1
hereto.
Item 8.01 Other Events.
Press Release
On December 1, 2021, Ecolab issued a press release announcing the closing of the
Transaction. This press release is being filed as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description Method of Filing
(2.1) Stock and Asset Purchase Filed herewith electronically.
Agreement, dated October 28, 2021
by and among Ecolab Inc., Purolite
Corporation, Stefan E. Brodie and
Don B. Brodie, and Stefan E.
Brodie, solely in his capacity as
the Seller Representative.*
(99.1) Ecolab Inc. News Release dated Filed herewith electronically.
December 1, 2021.
(104) Cover Page Interactive Data File. Embedded within the Inline XBRL
document.
*The schedules and exhibits to the Stock and Asset Purchase Agreement have been
omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. Ecolab
will furnish copies of such schedules and exhibits to the Securities and
Exchange Commission upon request by the Securities and Exchange Commission.
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