Daily News: January 9, 2013

Energy Capital Partners to Acquire EnergySolutions for $1.1B


EnergySolutions, a nuclear commercial services provider, said it has entered into a definitive acquisition agreement to be acquired by a subsidiary of Energy Capital Partners II in a transaction with an enterprise value of $1.1 billion.

Goldman, Sachs is serving as financial advisor to EnergySolutions and Skadden, Arps, Slate, Meagher & Flom is acting as legal advisor to EnergySolutions. Morgan Stanley is serving as financial advisor and Latham & Watkins is acting as legal advisor to ECP. Morgan Stanley is also committing to provide senior secured credit facilities to help finance the acquisition, and will act as a lead arranger and book-runner in the financing.

Under the terms of the agreement, EnergySolutions’ shareholders will receive $3.75 in cash for each share of common stock. This represents a premium of approximately 20% over the average closing share price of EnergySolutions’ common stock for the 30 days ended Jan. 4, 2013.
The definitive acquisition agreement has been unanimously approved by the EnergySolutions’ Board of Directors.

“For our shareholders, this transaction offers compelling value, representing a substantial premium to our share price over recent months,” stated David Lockwood, CEO and president of EnergySolutions.

He added, “For our company, this transaction enables us to continue to execute on our strategic plan by providing the investment capital to expand and to grow our business. With over $7 billion of capital commitments under management, Energy Capital is one of the largest energy focused private equity firms in the world, with extensive knowledge and deep relationships across the energy and utility sectors. In addition, as a result of this transaction, our company becomes part of the ECP network of portfolio companies, providing the ability to leverage the firm’s management, financial resources and operational expertise. As a private company with substantial financial backing, we will be able to better manage our business for the long-term in order to serve the best interests of our customers, employees, joint venture partners and other stakeholders.”

“We are excited to acquire EnergySolutions, one of the leading global environmental and nuclear services companies,” said Tyler Reeder, a partner at ECP. “The company employs an exceptionally talented workforce experienced in providing critical services to commercial customers and governmental agencies with a strong track record of environmental stewardship. We look forward to investing capital in support of management’s strategic vision to continue to expand the company’s business both in North America and internationally. In particular, we see a tremendous opportunity for the Company to grow its decommissioning and disposal businesses in the United States, through strategic partnerships with large engineering and construction firms, expanding its services business with governmental agencies, and the rebidding of Magnox and other opportunities in Europe.”

ECP plans to operate EnergySolutions as a standalone business operation with the current management team remaining in place. The ECP acquisition of EnergySolutions is subject to customary closing conditions, including regulatory approvals in the U.S. and U.K. and clearance under the Hart-Scott-Rodino Act. In addition, the transaction is subject to approval by EnergySolutions’ stockholders. Under the terms of the merger agreement, EnergySolutions may solicit superior proposals from third parties through February 6, 2013. The EnergySolutions Board of Directors, with the assistance of its advisors, will actively solicit acquisition proposals during this period. There are no guarantees that this process will result in a superior proposal. EnergySolutions and the Board of Directors do not intend to disclose developments with respect to the solicitation process unless and until the Board of Directors has made a decision.