US Ecology Inc., Boise, Idaho, announced June 24 that it has entered into a definitive merger agreement with NRC Group Holdings Corp. (NRCG), a Houston-based provider of compliance and waste management services to the marine and rail transportation, general industrial and energy industries. The agreement was comprised of an all-stock transaction with an enterprise value of $966 million. The transaction is expected to close in the fourth quarter of 2019 and is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, respective stockholder approvals and other customary closing conditions.
“The addition of NRCG’s substantial service network strengthens and expands US Ecology’s suite of environmental services,” Jeffrey Feeler, president, CEO and chairman of US Ecology, says. “This transaction will establish US Ecology as a leader in standby and emergency response services and adds a new waste vertical in oil and gas exploration and production landfill disposal to further drive waste volumes throughout the Gulf region.”
NRCG is one of two leading national Oil Spill Removal Organizations (OSRO) that provide mandated standby emergency response for the transportation of oil products. With more than 50 service centers, NRCG has a national service network providing emergency and spill response, light industrial services, hazardous and industrial waste management and transportation services. From a growing base of disposal assets in the two key oil basins in the Gulf region, the Permian and the Eagle Ford, NRCG provides landfill disposal of waste from oil and gas drilling, treatment and handling of residual waste streams and rental and transportation services to support its disposal operations.
“NRCG will bring highly complementary services and customers to US Ecology and will position the combined company as a leading player in industrial waste management while strengthening its position in the overall environmental services market,” Christian Swinbank, president and CEO of NRCG, says. “We believe the combination will provide compelling upside for stockholders of both companies.”
The transaction has been approved by both companies’ boards of directors. Upon completion of the transaction, US Ecology stockholders will own approximately 70 percent of the combined company, and NRCG stockholders will own approximately 30 percent on a fully diluted basis. The combined company will use the US Ecology name, and its shares will continue to be listed on the Nasdaq Global Select Market under the ticker ECOL. Feeler will continue to serve as president, CEO and chairman of the board of directors. The company will maintain its headquarters in Boise, Idaho, with regional support centers in Boise, Detroit, New York and Houston.