NRC — Merger or Acquisition (June 2019)
10 slides from NRC's merger presentation, Jun 24, 2019
Slide 1: US Ecology and NRCG Agreement to Merge: Team Member Presentation
US Ecology and NRCG Agreement to Merge: Team Member Presentation June 24, 2019
Slide 2: Forward Looking Statements
2 FORWARD LOOKING STATEMENTS Statements in this communication that are not historical facts are forward - looking statements that reflect US Ecology’s and NRCG’s respecti ve management’s current expectations, assumptions and estimates of future performance and economic conditions. These forward - lo
Slide 3: Additional Information and Where to Find It
3 ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed transaction, US Ecology will file with the SEC a Registration Statement on Form S - 4 that will in clude the Joint Proxy Statement of US Ecology and NRCG and a Prospectus of US Ecology, as well as other relevant documents
Slide 4: Merger agreement and strategic intent
4 US Ecology (“ECOL”) and NRC Group Holdings Corp (“NRCG”) have entered into an agreement whereby US Ecology and NRCG will merge in an all - stock transaction The transaction is valued at an enterprise value of $966 million, implying a forward multiple of 8.1x 2020 adjusted EBITDA, based on $120
Slide 5: What NRCG Brings to US Ecology
5 What NRCG Brings to US Ecology 1. Expands our Leadership in Specialty and Industrial Waste Services 2. Provides us with a National Emergency Response and Standby Network with Room to Grow 3. Provides a National Service Network, which is Consistent with our Growth Strategy 4. Provides a Highly Comp
Slide 6: NRCG Business Overview
6 Source: NRCG company filings and NRCG company estimates. (1) Refers to the segment "International " as reported on NRCG's Form 10 - K. (2) Refers to the segment "Domestic Environmental Services" as reported on NRCG's Form 10 - K. 35% 26% 24% 9% 6% Business Overview Comprehensive service offering
Slide 7: Combined Capabilities: Clear Path to a National Service Network
7 Combined Capabilities: Clear Path to a National Service Network National Emergency Response and Standby Network Leading Oil Spill Removal Organization provider with expansion opportunities into Mexico and Canada Grow National ER coordination and expansion into our Canada footprint Specialize
Slide 8: Pro Forma Combined Company
8 US Ecology NRCG Pro Forma Combined Company (1) 2018A Revenue $566 million (7) $389 million (2) $955 million 2018A Adj. EBITDA $125 million (7) $91 million (2) $216 million 2018A % EBITDA Margin 22.0% 23.4% 22.6% 2018A Revenue Mix (3) (1) Excludes synergies. (2) Pro forma revenue and adjusted EBITD
Slide 9: Transaction Structure
9 Transaction Structure Structure All - stock transaction at a 0.196x exchange ratio ~70% pro forma ownership by current ECOL stockholders ~30% pro forma ownership by current NRCG stockholders Shareholder Consideration Each share of NRCG’s 7.00% Series A Convertible Cumulative Preferred Stoc
Slide 10: What happens now
10 What happens now ECOL and NRCG Joint Proxy Statement and HSR Filings Execute Transaction Financing (Committed Financing in Place) ECOL and NRCG Stockholder Votes Expected Transaction Close Q4 2019 Dedicated teams will focus on pending Transition and Integration Planning Vast majority
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