Republic Services, Inc. (NYSE:RSG) entered into a definitive agreement to acquire US Ecology, Inc. (NasdaqGS:ECOL) from BlackRock, Inc. (NYSE:BLK), Magnetar Financial LLC, The Vanguard Group, Inc., Thrivent Financial for Lutherans, Wellington Management Group LLP and others for $1.5 billion on February 8, 2022. Under the terms of the transaction, Republic Services will acquire all outstanding shares of US Ecology for $48 per share in cash. The transaction is not subject to a financing condition. Republic Services intends to finance the transaction using existing and new sources of debt. The transaction is subject to the satisfaction of customary closing conditions, including receipt of regulatory approvals and approval by holders of a majority of the outstanding shares of US Ecology's common stock. The transaction was unanimously approved by the boards of directors of both companies. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on March 30, 2022. The transaction is expected to close by the end of the second quarter of 2022. As of March 31, 2022, the transaction is expected to close during the second quarter of 2022. Republic expects the transaction to be immediately accretive to adjusted earnings and free cash flow.

Moelis & Company LLC is serving as exclusive financial advisor to Republic Services. Marc O. Williams, Brian Wolfe, Howard Shelanski, Suzanne Munck, Michael Comstock, Kyoko Takahashi Lin, Pritesh P. Shah and William A. Curran of Davis Polk & Wardwell LLP is serving as Republic Services' legal counsel. Barclays Capital, Inc. and Houlihan Lokey Capital, Inc. are serving as co-financial advisors to US Ecology. Stephen Leitzell, Michael Darby, Edward Lemanowicz, Abbi Cohen, John Ix, Kevin Kay, James Fishkin, Clemens Graf York von Wartenburg, Michael Okkonen, Timothy Blank and Rick Horvath of Dechert LLP is serving as US Ecology's legal counsel. Barclays Capital Inc. and Houlihan Lokey Capital, Inc. provided fairness opinion to US Ecology. Barclays Capital will receive an opinion fee of $1.5 million and additional compensation of approximately $16 million to $17 million will be payable on completion of the transaction. Houlihan Lokey is entitled to an aggregate fee for its services of approximately $16.7 million, $1.5 million of which became payable contingent upon the delivery of Houlihan Lokey's opinion. Innisfree M&A Inc. acted as proxy solicitor to US Ecology. American Stock Transfer & Trust Company is the transfer agent for the shares of US Ecology. Ecology estimates that it will pay Innisfree a fee of approximately $75,000, plus reimbursement of certain expenses.

Republic Services, Inc. (NYSE:RSG) completed the acquisition of US Ecology, Inc. (NasdaqGS:ECOL) from BlackRock, Inc. (NYSE:BLK), Magnetar Financial LLC, The Vanguard Group, Inc., Thrivent Financial for Lutherans, Wellington Management Group LLP and others on May 2, 2022. US Ecology stock shall be delisted from the NASDAQ Global Select Market post deal completion. Republic Services financed the transaction through the entry into a $1 billion unsecured Term Loan Credit Agreement (Term Loan Facility), and the remaining purchase price was funded using borrowings on our $3 billion unsecured revolving credit facility. Stephen Infnate, David Schwartzbaum, Stephen Infante, and Todd Mortensen (Corporate) of Covington & Burling served as counsel to Houlihan Lokey Capital, Inc. Melissa Sawyer of Sullivan & Cromwell LLP acted as legal advisors to US Ecology, Inc.