US Ecology Inc. Entered Into A Definitive Stock Purchase Agreement With ASPV Holdings, Inc.

US Ecology Inc’s (NASDAQ:ECOL) subsidiary, EQ Industrial Services, Inc. entered into a definitive Stock Purchase Agreement to sell all of the issued and outstanding capital stock of its subsidiary, Allstate Power Vac, Inc., an industrial services business, to ASPV Holdings, Inc., a private investor group, for approximately $58.0 million cash, subject to adjustments for working capital and capital expenditures.

The agreement contains customary representations, warranties and covenants. The closing is subject to customary closing conditions, and is subject to certain approvals by the New Jersey Department of Environmental Protection and approvals under the Solid Waste Utility Control Act and the Solid Waste Management Act. The Company expects the acquisition to close in the fourth quarter of 2015. The agreement may be terminated by each of the Buyer and the Seller under specified circumstances, including by mutual consent or if the respective closing obligations of the parties are not fulfilled by February 1, 2016.

Item 2.06. Material Impairments

As a result of the agreement to sell Allstate as described in Item 1.01, and management’s strategic review, the Company evaluated the recoverability of the assets associated with its industrial services business. Based on this analysis, the Company recorded a non-cash goodwill impairment charge of $6.7 million, or $0.31 per diluted share, in the second quarter of 2015. The estimated fair value of the industrial services business was calculated using a combination of quoted market prices and discounted cash flows. This charge is not expected to result in future cash expenditures.

US Ecology Inc (NASDAQ:ECOL) is a North American provider of environmental services to commercial and government entities. The Company operates in two business segments: Environmental Services and Field & Industrial Services. The Environmental Services segment includes all of the legacy US Ecology operations and the legacy EQ treatment and disposal facilities. It provides a range of hazardous material management services, including transportation, recycling, treatment and disposal of hazardous and non-hazardous waste at Company-owned landfill, wastewater and other treatment facilities.

The Field & Industrial Services segment includes all of the field and industrial service business of the legacy EQ operation. It provides packaging and collection of hazardous waste and total waste management solutions at customer sites and through its 10-day transfer facilities.

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