Rating Action: Moody's places US Ecology's ratings under review for upgrade on proposed acquisition by Republic Services, Inc.Global Credit Research - 09 Feb 2022New York, February 09, 2022 -- Moody's Investors Service ("Moody's") placed the ratings of US Ecology Holdings, Inc. ("US ECOL") on review for upgrade following an announcement today by Republic Services, Inc. ("Republic") that it has entered into a definitive agreement to acquire US ECOL. The ratings affected by the review for upgrade include the Ba3 corporate family rating, Ba3-PD probability of default rating, Ba3 senior secured revolving credit facility and the Ba3 senior secured first lien term loan. The outlook is revised to ratings under review from negative. The SGL-3 rating is unchanged at this time.The all-cash transaction, with an offer of $48.00 per share, values the total enterprise at approximately $2.2 billion, including net debt of $0.7 billion. Republic plans to fund the transaction with new and existing debt. Moody's believes all of the outstanding debt of US ECOL will be repaid at transaction close, which is expected to occur by the end of the second quarter of 2022, subject to customary closing conditions and regulatory approvals. Moody's will withdraw the ratings of US ECOL if the debt is repaid.The review for upgrade reflects Moody's expectation that, should the acquisition by Republic close, US ECOL will become an important part of a larger, more diverse and conservatively capitalized company.On Review for Upgrade:..Issuer: US Ecology Holdings, Inc.....Corporate Family Rating, Placed on Review for Upgrade, currently Ba3....Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD....Senior Secured 1st Lien Term Loan, Placed on Review for Upgrade, currently Ba3 (LGD4)....Senior Secured Revolving Credit Facility, Placed on Review for Upgrade, currently Ba3 (LGD4)Outlook Actions:..Issuer: US Ecology Holdings, Inc.....Outlook, Changed to Rating Under Review from NegativeRATINGS RATIONALE/FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSAside from the review prompted by the acquisition announcement, US ECOL's current rating benefits from a regulation-driven operating model, technical expertise in niche sectors of the waste disposal industry, unique high-value assets and a track record of steady but modest free cash flow. The company holds a solid market position in specialty and industrial waste services. However, scale remains relatively modest considering the narrow focus and lower volumes associated with specialty and hazardous waste streams. Revenue is susceptible to volatility from the company's treatment and disposal (T&D) event-driven business, which has experienced delays and deferrals from the effects of the pandemic, and fluctuations in large scale emergency response projects. While demand is improving in other segments (e.g. energy waste), customer spending is likely to remain cautious in the near term. Given these factors, debt-to-EBITDA (near 5x) will likely remain elevated, although expected to moderate gradually through 2022 with improving fundamentals and pricing actions.The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in April 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1113573. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.US Ecology Holdings, Inc., publicly traded under ECOL and a subsidiary of US Ecology, Inc., provides treatment, disposal and recycling of hazardous, non-hazardous and radioactive waste, as well as a wide range of complementary field and industrial services. With the late 2019 addition of NRC Group Holding Corp., the company also provides recurring environmental and compliance services, remediation, cleaning, decontamination, maintenance and inspection to the marine and rail transportation, general industrial and energy markets. The Sprint Energy Services segment provides waste management services to the upstream and midstream energy markets. Revenue for the last twelve months that ended September 30, 2021 was $968 million.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. 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Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.At least one ESG consideration was material to the credit rating action(s) announced and described above.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Yvonne Njogu Vice President - Senior Analyst Corporate Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. 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