Republic Services Inc., Phoenix, has announced the acquisition of U.S. Ecology Inc., an environmental solutions provider based in Boise, Idaho. According to the agreement, Republic Services will acquire all outstanding shares of U.S. Ecology for $48 per share in cash, representing a total value of about $2.2 billion, including net debt of about $700 million.
U.S. Ecology’s services include treatment, recycling and disposal of hazardous, nonhazardous and specialty waste. U.S. Ecology's trailing-12-month revenue as of Sept. 30, 2021, was $968 million and adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) was $156 million.
"Today's announcement enables Republic Services to provide customers with one of the most complete sets of product offerings across the environmental services space and creates significant value for our stakeholders," says Jon Vander Ark, president and CEO at Republic Services. "This strategic acquisition expands our geographic footprint across the U.S. and Canada and provides vertical integration capabilities for our environmental solutions business."
According to a news release from Republic, the acquisition vertically integrates and expands the company’s environmental solutions footprint. The acquisition adds a national platform of difficult-to-replicate assets so Republic can provide customers environmental solutions from collection through disposal. This includes adding nine specialty waste landfills with five hazardous waste landfills; 16 RCRA- (Resource Conservation and Recovery Act-) permitted treatment, storage and disposal facilities (TSDFs); seven wastewater treatment facilities; and more than 80 environmental services field locations, including treatment and recycling centers.
The acquisition allows Republic to provide customers a comprehensive set of environmental services, including recycling, solid waste, special waste, hazardous waste, container rental and field services.
Republic says it expects the transaction to be immediately accretive to adjusted earnings and free cash flow. A total of $40 million in cost synergies within three years are anticipated following the acquisition, resulting in double-digit returns. The combined company-adjusted free cash flow conversion is expected to be at least 47 percent by 2024.
The combined business is expected to drive cross-selling opportunities between existing customers of Republic and U.S. Ecology. The acquisition of U.S. Ecology will also provide Republic a platform to pursue additional tuck-in acquisitions in the highly fragmented environmental solutions business, the company says.
“The combination of our companies provides a platform to accelerate our common strategy of providing a full complement of environmental solutions to better our world,” says Jeff Feeler, chairman, CEO and president at U.S. Ecology. “In addition, this transaction showcases the value of U.S. Ecology's business, providing our stockholders with an attractive and certain value, and brings together a network of assets with extensive environmental solutions expertise to handle customers' most challenging and complex needs. I would like to thank U.S. Ecology's employees for their hard work and dedication to this mission. We look forward to working with the Republic Services team to complete the transaction and deliver premium products and services."