US Ecology, Inc. announced the completion of its previously announced merger with NRC Group Holdings Corp., a national provider of environmental, compliance and waste management services to the marine and rail transportation, general industrial and energy industries in an all-stock transaction.
"NRC brings highly complementary services and customers to US Ecology through its substantial nationwide service network, creates a leadership position in standby and emergency response services, expands the scale of key service verticals to drive volume to US Ecology's fixed facilities while adding specialty waste landfill disposal capabilities focused on oil and gas exploration,” said Jeffrey R. Feeler, president, CEO and chairman of the board of directors, in a statement. “We believe the combination creates a true leader in industrial waste management and environmental services that will harness the experience and expertise of each organization to enhance our competitive position, create cross-selling opportunities and operational efficiencies and provide compelling long-term value to both our customers and stockholders."
The combined company, which will retain the US Ecology name, will begin trading on the Nasdaq Global Select Market under the ticker ECOL. Shares of NRC Group ceased trading at the close of the NYSE American Exchange on October 31.
Pursuant to the merger agreement, US Ecology stockholders received a fixed exchange ratio of 1.00 share of new US Ecology for each share held, and NRC Group stockholders received a fixed exchange ratio of 0.196 shares of new US Ecology for each NRC share held. In addition, each share of NRC's 7.00 percent Series A Convertible Cumulative Preferred Stock has been converted into approximately 1.8 common shares of new US Ecology. As a result, US Ecology stockholders own approximately 70 percent of the combined company and NRC stockholders own approximately 30 percent on a fully diluted basis.
Additionally, NRC's 19.249 million outstanding warrants were converted to 3.773 million warrants to purchase common stock of US Ecology, with a strike price of $58.67 each and expiration in October 2023. These warrants now trade under the ticker ECOLW on the Nasdaq Global Select Market as of November 1.