8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

			FORM 8-K
			CURRENT REPORT
	PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		Date of Report (Date of earliest event reported): September 13, 2010
		US Ecology, Inc.
		(Exact name of Registrant as specified in its Charter)
Delaware				0-11688		95-3889638
(State or other jurisdiction)				(Commission File Number)		(I.R.S. Employer Identification Number)
	Lakepointe Centre I, 300 E. Mallard, Suite 300 Boise, Idaho				83706
	(Address of principal executive offices)				(Zip Code)
			(208) 331-8400
			(Registrant’s telephone number, including area code)

Item 1.01 Entry Into a Material Definitive Agreement.

On September 13, 2010, US Ecology, Inc., (the “Company”) entered into a definitive share purchase agreement to acquire Stablex Canada, Inc. (“Stablex”), a leading North American provider of hazardous waste services, for $80 million Canadian dollars (“CAD”).  The transaction is expected to close on October 31, 2010 and is subject to normal and customer closing conditions, including a purchase price adjustment based on working capital.

The definitive share purchase agreement provides for the purchase of all of the outstanding shares of Stablex from Marsulex, Inc. [TSX:MLX], a Toronto, Ontario based provider of industrial services.  The purchase is being funded through a combination of cash on hand and borrowings under a $75 million revolving acquisition credit facility.

Item 7.01 Regulation FD Disclosure.   

On September 13, 2010 the Company issued a press release announcing the execution of the definitive share purchase agreement.  A copy of the press release is attached to this report as Exhibit 99.1.

The Company hosted a conference call on Monday, September 13, 2010 at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time) to discuss this acquisition.  Attached as Exhibit 99.2 are the presentation materials that were provided during the conference call.

The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press release issued by the Registrant on September 13, 2010
99.2	US Ecology, Inc., presentation materials – September 13, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	US Ecology, Inc.
	(Registrant)
Date: September 14, 2010	/s/ Jeffrey R. Feeler
	Jeffrey R. Feeler Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by the Registrant on September 13, 2010
99.2	US Ecology, Inc., investor call presentation materials – September 13, 2010

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For Immediate Release

Contact: Alison Ziegler, Cameron Associates (212) 554-5469

alison@cameronassoc.com     www.usecology.com

US ECOLOGY TO ACQUIRE STABLEX HAZARDOUS WASTE

FACILITY FOR $80 MILLION CANADIAN DOLLARS

Purchase Expands Service Offering and Geographic Reach in Canada and Northeast U.S.

Boise, Idaho – September 13, 2010 – US Ecology, Inc. [NASDAQ- GS:ECOL] (“the Company”) today announced that it has entered into a definitive share purchase agreement to acquire Stablex Canada, Inc. (“Stablex”), a leading North American provider of hazardous waste services, for $80 million Canadian dollars (“CAD”) cash.  The transaction is expected to close on October 31, 2010 and is subject to normal and customary closing conditions, including a purchase price adjustment based on working capital.

Stablex operates a permitted hazardous waste processing and disposal facility in Blainville, Québec, about 30 miles northwest of Montreal, Canada.  The rail served facility has been in continuous operation since 1983 and utilizes proprietary technology to treat a wide range of hazardous waste.  The Stablex facility principally serves the eastern Canadian and northeastern U.S. industrial markets and employs approximately 150 people.  In 2009, Stablex had revenue of $38.5 million CAD.

“The addition of this superior facility to US Ecology’s family of permitted facilities provides us with a northeastern presence and an exceptional service platform to better serve key North American hazardous waste markets,” stated US Ecology’s Chief Executive Officer and President, Jim Baumgardner.  “The Stablex facility will allow us to enhance our service offering, bid and win more event work, and increase penetration of key National Accounts” added Baumgardner.

The definitive share purchase agreement (“Agreement”) provides for the purchase of all of the outstanding shares of Stablex from Marsulex, Inc. [TSX:MLX], a Toronto, Ontario based provider of industrial services.  The purchase is being funded through a combination of cash on hand and borrowings under a $75 million revolving acquisition credit facility. Houlihan Lokey acted as exclusive financial advisor to US Ecology on this transaction.

“This acquisition of Stablex, along with our pending acquisition of the Siemens facility in Vernon, California, is consistent with our business strategy to acquire facilities that increase our geographic footprint, augment services to existing customers, and attract new customers” Baumgardner concluded.

While the acquisition is expected to contribute solidly to earnings in 2011 and beyond, the Company expects to recognize non-recurring transaction and transition costs associated with the acquisition of approximately $0.07 per fully diluted share in 2010.  Excluding these non-recurring transaction costs, the Company remains on track to report full year earnings of between $0.57 and $0.67 per diluted share, unchanged from previous 2010 guidance.

Conference Call

US Ecology Chief Executive Officer, Jim Baumgardner and Chief Financial Officer, Jeff Feeler will host a conference call on Monday, September 13, 2010 at 4:30 p.m. Eastern Time (2:30 p.m. Mountain Time) to discuss this acquisition.  Questions will be invited after management’s presentation. Interested parties can join the conference call by dialing (866) 831-6234 or (617) 213-8854 and using the passcode 95717161.  The conference call will also be broadcast live on our website at www.usecology.com.  An audio replay will be available through September 20, 2010 by calling (888) 286-8010 or (617) 801-6888 and using the passcode 88918945. The replay will also be accessible on our website at www.usecology.com.

About US Ecology, Inc.

US Ecology, Inc., through its subsidiaries, provides radioactive, hazardous, PCB and non-hazardous industrial waste management and recycling services to commercial and government entities, such as refineries and chemical production facilities, manufacturers, electric utilities, steel mills, medical and academic institutions and waste brokers. Headquartered in Boise, Idaho, the Company is one of the nation’s oldest radioactive and hazardous waste services companies in the United States.

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 that are based on our current expectations, beliefs and assumptions about the industry and markets in which US Ecology, Inc. and its subsidiaries operate. Because such statements include risks and uncertainties, actual results may differ materially from what is expressed herein and no assurance can be given that the Company will achieve its 2010 earnings estimates, successfully execute its growth strategy, increase market share, or declare or pay future dividends. For information on other factors that could cause actual results to differ materially from expectations, please refer to US Ecology, Inc.’s December 31, 2009 Annual Report on Form 10-K and other reports fil ed with the Securities and Exchange Commission. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date such statements are made. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Important assumptions and other important factors that could cause actual results to differ materially from those set forth in the forward-looking information include a loss of a major customer, compliance with and changes to applicable laws and regulations, North American hazardous waste market conditions, access to insurance and other financial assurances, loss of key personnel, lawsuits, cost effective access to credit markets, the timing or level of government funding o r competitive conditions, incidents that could limit or suspend specific operations, our ability to perform under required contracts, our willingness or ability to pay dividends and our ability to integrate the above noted or any other business acquisition.  No assurance can be given that the above described acquisition will close or be completed as contemplated by this press release, nor can any assurance of expected benefits of the aforementioned acquisition be made.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of US Ecology, Inc.

###

EX-99.2

Exhibit 99.2

US Ecology

Acquisition of
Stablex

September 13, 2010

2

Jim Baumgardner

President & Chief Executive Officer

Jeff Feeler

Vice President & Chief Financial Officer

Today’s Hosts

During the course of this presentation the Company will be making forward-looking statements (as such

term is defined in the Private Securities Litigation Reform Act of 1995) that are based on our current

expectations, beliefs and assumptions about the industry and markets in which US Ecology, Inc. and its

subsidiaries operate. Because such statements include risks and uncertainties, actual results may differ

materially from what is expressed herein and no assurance can be given that the Company will meet its

2010 earnings estimates, successfully execute its growth strategy, or declare or pay future dividends.

For information on other factors that could cause actual results to differ materially from expectations,

please refer to US Ecology, Inc.’s (formally known as American Ecology Corporation) December 31, 2009

Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.

Many of the factors that will determine the Company’s future results are beyond the ability of

management to control or predict.Participants should not place undue reliance on forward-looking

statements, reflect management’s views only as of the date hereof.The Company undertakes no

obligation to revise or update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.

Important assumptions and other important factors that could cause actual results to differ materially
from those set forth in the forward-looking information including a loss of a major customer,
compliance with and changes to applicable laws and regulations, North American hazardous waste
market conditions, access to insurance and other financial assurances, loss of key personnel, lawsuits,
cost effective access to credit markets, the timing or level of government funding or competitive
conditions, incidents that could limit or suspend specific operations, our ability to perform under
required contracts, our willingness or ability to pay dividends and our ability to integrate the above
noted or any other business acquisition.No assurance can be given that the acquisition described
herein will close or be completed as contemplated, nor can any assurance of expected benefits of the
aforementioned acquisition be made.

3

Safe Harbor

4

4Transaction Summary

4Business Overview

4Acquisition Rationale

4Growth Strategy

4Financial Review

Agenda

►Purchase price: $80 million Canadian dollars ($76.8M USD)1

►Purchased from: Marsulex, Inc. (TSX: MLX)

►Form of transaction: Share Purchase Agreement

► Financing: Cash on hand and bank financing

o$75 million USD [$78.2 million CAD]1 Acquisition Credit Facility

►     Non-recurring closing costs: $2.25 million or $0.07 per diluted share

►Timing: Closing on October 31, 2010, subject to:

oNormal and customary Closing conditions

oClosing working capital purchase price adjustment

1Assumes a $0.96 USD to $1.00 CAD conversion rate

5

Transaction Summary

►Treatment and disposal facility in Blainville, Québec, Canada

►Currently owned by Marsulex, Inc. (TSX: MLX)

►Utilizes a proprietary technology (the “Stablex” process) to treat
and stabilize hazardous wastes and contaminated soils

►Stablex process consists of:

◦Making contaminants insoluble by using a chemical treatment followed by
stabilization and solidification processes prior to disposal in landfill

◦Creating a semi-solid material that becomes a monolith after placement in cell

►Surrounding geology is blue marine clay creating a impermeable
barrier between waste and non-potable water table

►Landfill owned by Province of Québec, leased by Stablex

►Processing facility, including land, owned by Stablex

6

Stablex Overview

7

►Opened in 1983

►Landfill located on a dedicated,
government owned 325-acre site

►Maximum gate tonnage of 875,000
metric tons over a 5-year period

◦Remaining life of 34-40 years

►Landfill surrounded by Slurry Wall

►Disposal site selected due to its
excellent hydro-geological conditions
and the presence of a unique 25-28
meter thick bed of natural blue marine
clay

◦Bed of marine clay affords Stablex a
natural barrier between material
placed in the engineered disposal
cells and water table

Landfill Disposal Site

8

►Processing Facility consists of:

◦7,000 sq. ft. office building and lab

◦74,900 sq. ft. processing facility

◦Truck transit storage area

◦Railroad car unloading station

►Processing plant located over a clay
retention basin, with all run-off
collected and processed

►Processing area is surrounded by a
clay slurry wall that is tied to blue
clay

Processing Facility

Rail Capabilities

►Indoor unloading of
Gondolas

►Outdoor unloading
of Intermodals

►7 rail car storage

►Under-utilized:
Could substantially
benefit from USE
expertise

9

Facility Rail Served

Total

}875,000 MT over 5 years

►Maximum of 350,000
MT over 5 years

►No restrictions for
Canada / U.S. content

Soil

►875,000 MT less soil
content

►U.S. restricted to
350,000 MT with no
impact from U.S. soils

Non-Soil

10

Stablex Permit Limits

►Stablex serves a diverse base of
blue-chip customers in North
America

►More than 1,000 customer
relationships

►Top 10 customers accounted
for 57% of sales in 2009

11

Strong Customer Base

12

Annual Treated Volume by Type

►Over the last nine years, Stablex has consistently generated volumes in excess
of 135,000 metric tons (“MT”), with a high of 160,000 in 2006 and a low of
135,000 in 2008

►Stablex’s base business has historically accounted for 60% of total volume, on
average, over the last nine years

In recent years,
Stablex’s event
business has
generated an
increasing percentage
of total volume,
increasing from 22%
in 2004 to 41% in
2009

13

Base Business

►Includes ongoing
industrial process wastes
(liquids, sludges or solids)

►Stable business with a
95% customer retention
rate

Drum Business

►Includes liquid or solid wastes
packaged in 55-gallon drum
totes, and lab packs

►Stable, high-margin business
with expansion potential

Event Business

►Includes contaminated
soils and other wastes
from site remediation
projects

►Stablex has a high win
rate for relevant projects

49% of volume

39% of revenue

9% of volume

24% of revenue

42% of volume

37% of revenue

►Canada volumes average 83k MT
per year since 2001

◦Base business - 61k MT or over
70%

►U.S. volumes average 64k MT per
year since 2001

◦Base business - 40k MT or 64%

14

*Others include:

  •Envirosafe of Ohio (OH)

  •Heritage (IN)

  •Peoria Disposal (IL)

  •Waste Control Specialists (TX)

  •Environmental Quality (MI)

  •Pembina (Alberta)

1 Site: Stablex

5 Sites: Waste Management

7 Sites: Clean Harbors

6 Sites: Others *

22 Hazardous Waste Sites in US & Canada

Robstown,
TX

Stablex,
QC

15

Stablex Market Overview

16

►Adds physical presence in Northeast

►Improves service offering and expand penetration to national accounts

►Optimizes Event Opportunities

oCombined bids using Stablex with other USE facilities to optimize full
service disposal offering

oBroadens the remedial project bidding opportunities

►Opportunities to increase revenue and improve efficiencies

oTransportation, brokering, permit modifications

17

Acquisition Rationale

►2009 Revenue of CAD$38.5 million, EBITDA of CAD$9.9 million

►EPS accretion estimated beginning in 2011 and rising through
2015

►2010 earnings will be impacted by $0.07 of non-recurring
transaction and integration costs

►Continue to expect 2010 EPS of $0.57 to $0.67 ex-one time
transaction and integration costs

►Debt payments to approximate $11.2 million/year

►Interest rate at LIBOR plus margin ranging from 195 to 290bps

►Future growth drivers:

oVolume improvement & operating leverage

oSharing know how and best practices

oService mix optimization

oInterest expense reductions associated with debt payment

18

Financial Review

19

►Unique Asset

◦State-of-the-art treatment process

◦Government-owned Disposal site

►       Strong Relationships

◦Customers

◦Regulators

►stablished Market Share

◦Strong position in niche market

◦Geographic location serving key USE target
market

►Stable and Growing Cash Flows

◦Strong performance thru economic cycles

►Growth Opportunities

◦Expanded services to new and existing
customers

◦Consolidation opportunities

20

Q&A

20