Item 1.01 Entry in a Material Definitive Agreement.
In connection with the closing of the Merger, that certain Assignment,
Assumption and Amendment to the Warrant Agreement between the Company and
Pursuant to the Warrant Agreement, during the Special Exercise Period, the
Warrant Price shall be reduced from
The foregoing description of Warrant Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Warrant Agreement Amendment, a copy of which is attached as Exhibit 4.1 of this Current Report on Form 8-K.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
In connection with the completion of the Merger that certain Credit Agreement,
dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the effective time of the Merger (the "Effective Time"), each share of
Company common stock, par value
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At the Effective Time, each
At the Effective Time, each Company performance share unit award outstanding as of immediately prior to the Effective Time became fully vested and was cancelled and entitles the holder thereof to receive in exchange therefor an amount in cash (subject to any applicable withholding or other taxes or other amounts required by applicable law to be withheld) equal to (x) the number of shares of US Ecology Common Stock equal to the greater of (i) the target number of shares of US Ecology Common Stock with respect to such performance share unit as defined and set forth in the applicable award agreement and (ii) the number of shares of US Ecology Common Stock determined based upon the actual level of achievement through the latest practicable date prior to the Effective Time prior to the Effective Time multiplied by (y) the Per Share Merger Consideration.
At the Effective Time, each Company restricted stock unit outstanding immediately prior to the Effective Time automatically became fully vested and was cancelled and thereafter entitled the holder of such Company restricted stock unit to receive in exchange therefor an amount in cash (subject to any applicable withholding or other taxes or other amounts required by applicable law to be withheld) equal to (x) the number of shares of US Ecology Common Stock subject to such Company restricted stock unit award multiplied by (y) the Per Share Merger Consideration.
At the Effective Time, each Company restricted share award outstanding immediately prior to the Effective Time automatically became fully vested and was cancelled and thereafter entitled the holder of such Company restricted share to receive in exchange therefor an amount in cash (subject to any applicable withholding or other taxes or other amounts required by applicable . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard? Transfer of Listing.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
In connection with the consummation of the Mergers, the Company notified the
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
In connection with the completion of the Merger, at the Effective Time, each outstanding share of US Ecology Common Stock issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01) was converted into the right to receive the Per Share Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders of such Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by applicable law.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Republic Services.
Item 5.02 Departure of Directors or Certain Officers
In connection with the completion of the Merger, at the Effective Time, each of
the Company's directors immediately prior to the Effective Time (
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this Item 5.03.
At the Effective Time: (a) the certificate of incorporation of the Company was amended and restated in the form attached to this Current Report on Form 8-K as Exhibit 3.1 and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Company, except that references to Merger Sub's name were replaced with references to the Company's name, in the form attached to this Current Report on Form 8-K as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as ofFebruary 8, 2022 , by and among Republic Services, Inc.,Bronco Acquisition Corp. , andUS Ecology, Inc. (incorporated by reference to Exhibit 2.1 toUS Ecology's Current Report on Form 8-K filed with theSEC onFebruary 10, 2022 ). Amended and Restated Certificate of Incorporation of the 3.1 Company 3.2 Amended and Restated Bylaws of the Company 4.1 Amendment to Warrant Agreement, dated as ofMay 2, 2022 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC Cover Page Interactive Data File (embedded within the Inline 104 XBRL document)
* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted exhibit or schedule will be furnished supplementally to the
SEC upon request. 3
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