DEBT | NOTE 11. DEBT ā Long-term debt consisted of the following: ā ā ā ā ā ā ā ā ā ā March 31, ā December 31, $s in thousands 2021 2020 Revolving credit facility ā $ 347,277 ā $ 347,000 Term loan ā ā 444,375 ā ā 445,500 Unamortized term loan discount and debt issuance costs ā ā (6,373) ā ā (6,657) Total debt ā ā 785,279 ā ā 785,843 Current portion of long-term debt ā ā (3,635) ā ā (3,359) Long-term debt ā $ 781,644 ā $ 782,484 ā Future Maturities of long-term debt, excluding unamortized discount and debt issuance costs, as of March 31, 2021 consisted of the following: ā ā ā ā ā $s in thousands Maturities 2021 (excluding the three months ended March 31, 2021) ā $ 3,652 2022 ā ā 4,500 2023 ā ā 4,500 2024 ā ā 351,500 2025 ā ā 4,500 Thereafter ā ā 423,000 ā ā $ 791,652 ā ā Credit Agreement ā On April 18, 2017, US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.) (āPredecessor US Ecologyā), now a wholly-owned subsidiary of the Company, entered into a new senior secured credit agreement (as amended, restated, supplemented or otherwise modified through the date hereof, the āCredit Agreementā) with Wells Fargo Bank, National Association (āWells Fargoā), as administrative agent for the lenders, swingline lender and issuing lender, and Bank of America, N.A., as an issuing lender, that provides for a $500.0 million, five-year revolving credit facility (the āRevolving Credit Facilityā), including a $75.0 million sublimit for the issuance of standby letters of credit and a $40.0 million sublimit for the issuance of swingline loans used to fund short-term working capital requirements. The Credit Agreement also contains an accordion feature whereby Predecessor US Ecology may request up to $200.0 million of additional funds through an increase to the Revolving Credit Facility, through incremental term loans, or some combination thereof. As described below, the Credit Agreement was amended in November 2019 in connection with the NRC Merger and further amended on June 26, 2020 pursuant to the Third Amendment (as defined below). ā The Revolving Credit Facility provides up to $500.0 million of revolving credit loans or letters of credit with the use of proceeds restricted solely for working capital and other general corporate purposes (including acquisitions and capital expenditures). Except as modified by the Third Amendment as described below, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or the London Inter-Bank Offered Rate (āLIBORā), at the Companyās option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the Credit Agreement), as set forth in the table below: ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 3.25 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% ā During the three months ended March 31, 2021, the effective interest rate on the Revolving Credit Facility, after giving effect to the impact of our interest rate swap and the amortization of the loan discount and debt issuance costs, was 4.06%. Interest only payments are due either quarterly or on the last day of any interest period, as applicable. ā Except as modified by the Third Amendment as described below, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.35% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecologyās total net leverage ratio (as defined in the Credit Agreement). The maximum letter of credit capacity under the Revolving Credit Facility is $75.0 million and the Credit Agreement provides for a letter of credit fee equal to the applicable margin for LIBOR loans under the Revolving Credit Facility. At March 31, 2021, there were $347.0 million of revolving credit loans outstanding on the Revolving Credit Facility. These revolving credit loans are due upon the earliest to occur of (i) November 1, 2024 (or, with respect to any lender, such later date as requested by us and accepted by such lender), (ii) the date of termination of the entire revolving credit commitment (as defined in the Credit Agreement) by us, and (iii) the date of termination of the revolving credit commitment and are presented as long-term debt in the consolidated balance sheets. ā Predecessor US Ecology has entered into a sweep arrangement whereby day-to-day cash requirements in excess of available cash balances are advanced to the Company on an as-needed basis with repayments of these advances automatically made from subsequent deposits to our cash operating accounts (the āSweep Arrangementā). Total advances outstanding under the Sweep Arrangement are subject to the $40.0 million swingline loan sublimit under the Revolving Credit Facility. Predecessor US Ecologyās revolving credit loans outstanding under the Revolving Credit Facility are not subject to repayment through the Sweep Arrangement. As of March 31, 2021, there were $277,000 in borrowings outstanding subject to the Sweep Arrangement, which are presented as Short-term borrowings in the consolidated balance sheet. ā As of March 31, 2021, the availability under the Revolving Credit Facility was $142.9 million, with $9.8 million of the Revolving Credit Facility issued in the form of standby letters of credit utilized as collateral for closure and post-closure financial assurance and other assurance obligations. ā Predecessor US Ecology may at any time and from time to time prepay revolving credit loans and swingline loans, in whole or in part, without premium or penalty, subject to the obligation to indemnify each of the lenders against any actual loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR rate loan (as defined in the Credit Agreement) or from fees payable to terminate the deposits from which such funds were obtained) with respect to the early termination of any LIBOR rate loan. The Credit Agreement provides for mandatory prepayment at any time if the revolving credit outstanding exceeds the revolving credit commitment (as such terms are defined in the Credit Agreement), in an amount equal to such excess. Subject to certain exceptions, the Credit Agreement provides for mandatory prepayment upon certain asset dispositions, casualty events and issuances of indebtedness. ā Pursuant to (i) an unconditional guarantee agreement and (ii) a collateral agreement, each entered into by Predecessor US Ecology and its domestic subsidiaries on April 18, 2017, Predecessor US Ecologyās obligations under the Credit Agreement are (or will be) jointly and severally and fully and unconditionally guaranteed on a senior basis by all of the Companyās existing and certain future domestic subsidiaries and are secured by substantially all of the assets of Predecessor US Ecology and the Companyās existing and certain future domestic subsidiaries (subject to certain exclusions), including 100% of the equity interests of the Companyās domestic subsidiaries and 65% of the voting equity interests of the Companyās directly owned foreign subsidiaries (and 100% of the non-voting equity interests of the Companyās directly owned foreign subsidiaries). ā The Credit Agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting the ability of the Company to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens. Upon the occurrence of an event of default (as defined in the Credit Agreement), among other things, amounts outstanding under the Credit Agreement may be accelerated and the commitments may be terminated. ā The Credit Agreement also contains financial maintenance covenants, a maximum consolidated total net leverage ratio and a consolidated interest coverage ratio (as such terms are defined in the Credit Agreement). Except as further modified by the Third Amendment as described below, our consolidated total net leverage ratio as of the last day of the respective fiscal quarter, may not exceed the maximum consolidated total net leverage ratios set forth in the table below, subject to certain exceptions: ā Fiscal Quarter(s) Consolidated Total Net Leverage Ratio Fiscal Quarters ending June 30, 2017 through September 30, 2019 3.50:1.00 Fiscal Quarters ending December 31, 2019 and thereafter 4.00:1.00 ā Our consolidated interest coverage ratio as of the last day of any fiscal quarter, commencing with the fiscal quarter ending June 30, 2017, may not be less than 3.00 to 1.00. ā Amendments to the Credit Agreement ā On August 6, 2019, Predecessor US Ecology entered into the first amendment (the āFirst Amendmentā) to the Credit Agreement, by and among Predecessor US Ecology, the subsidiaries of Predecessor US Ecology party thereto, the lenders referred to therein and Wells Fargo, as issuing lender, swingline lender and administrative agent. Effective November 1, 2019, the First Amendment, among other things, extended the expiration of the Revolving Credit Facility to November 1, 2024, permitted the issuance of a $400.0 million incremental term loan to be used to refinance the indebtedness of NRC and pay related transaction expenses in connection with the NRC Merger, modified the accordion feature allowing Predecessor US Ecology to request up to the greater of (x) $250.0 million and (y) 100% of consolidated EBITDA plus certain additional amounts, increased the sublimit for the issuance of swingline loans to $40.0 million and increased the maximum consolidated total net leverage ratio to 4.00 to 1.00. ā On November 1, 2019, Predecessor US Ecology entered into the lender joinder agreement and second amendment (the āSecond Amendmentā) to the Credit Agreement. Effective November 1, 2019, the Second Amendment, among other things, amended the Credit Agreement to increase the capacity for incremental term loans by $50.0 million and provided for Wells Fargo lending $450.0 million in incremental term loans to Predecessor US Ecology to pay off the existing debt of NRC in connection with the NRC Merger, to pay certain fees, costs and expenses incurred in connection with the NRC Merger and to repay outstanding borrowings under the Revolving Credit Facility. The seven-year incremental term loan matures November 1, 2026, requires principal repayment of 1% annually, and bears interest at LIBOR plus 2.25% or a base rate plus 1.25% (with a step-up to LIBOR plus 2.50% or a base rate plus 1.50% in the event that US Ecology credit ratings are not BB (with a stable or better outlook) or better from S&P and Ba2 (with a stable or better outlook) or better from Moodyās). During the three months ended March 31, 2021, the effective interest rate on the term loan, including the impact of the amortization of debt issuance costs, was 2.89%. ā On June 26, 2020, Predecessor US Ecology entered into the third amendment (the āThird Amendmentā) to the Credit Agreement. Among other things, the Third Amendment amended the Credit Agreement to provide a covenant relief period through the earlier of March 31, 2022 and the date Predecessor US Ecology elects to end such covenant relief period pursuant to the terms therein. During the covenant relief period, the Third Amendment increased Predecessor US Ecologyās consolidated total net leverage ratio requirement as of the end of each fiscal quarter to certain ratios above the 4.00 to 1.00 ratio in effect immediately before giving effect to the Third Amendment, subject to compliance with certain restrictions on restricted payments and permitted acquisitions during such covenant relief period. Furthermore, during the covenant relief period, under the Revolving Credit Facility, revolving credit loans are available based on a base rate (as defined in the Credit Agreement) or LIBOR, at the Companyās option, plus an applicable margin which is determined according to a pricing grid under which the interest rate decreases or increases based on our ratio of funded debt to consolidated earnings before interest, taxes, depreciation and amortization (as defined in the Credit Agreement), as set forth in the table below: ā ā ā ā Consolidated Total Net Leverage Ratio LIBOR Rate Loans Interest Margin Base Rate Loans Interest Margin Equal to or greater than 4.50 to 1.00 2.50% 1.50% Equal to or greater than 4.00 to 1.00, but less than 4.50 to 1.00 2.25% 1.25% Equal to or greater than 3.25 to 1.00, but less than 4.00 to 1.00 2.00% 1.00% Equal to or greater than 2.50 to 1.00, but less than 3.25 to 1.00 1.75% 0.75% Equal to or greater than 1.75 to 1.00, but less than 2.50 to 1.00 1.50% 0.50% Equal to or greater than 1.00 to 1.00, but less than 1.75 to 1.00 1.25% 0.25% Less than 1.00 to 1.00 1.00% 0.00% ā Additionally, during the covenant relief period, Predecessor US Ecology is required to pay a commitment fee ranging from 0.175% to 0.40% on the average daily unused portion of the Revolving Credit Facility, with such commitment fee to be based upon Predecessor US Ecologyās total net leverage ratio (as defined in the Credit Agreement). ā At March 31, 2021, we were in compliance with all of the financial covenants in the Credit Agreement. ā Interest Rate Swap ā In March 2020, the Company entered into an interest rate swap agreement with Wells Fargo, effectively fixing the interest rate on $470.0 million, or approximately 59%, of the Revolving Credit Facility and term loan borrowings outstanding as of March 31, 2021. In connection with our entry into the March 2020 interest rate swap, we terminated our existing interest rate swap prior to its scheduled maturity date of June 2021. As the original hedged forecasted transaction (periodic interest payments on our variable-rate debt) remains probable, the $1.8 million net loss related to the terminated swap reported in AOCI at the termination date will be amortized as additional interest expense over its original maturity. |