EnergySolutions to Be Acquired by Energy Capital Partners

Salt Lake City, Utah – January 7, 2013


  – EnergySolutions, Inc. (NYSE – ES), a leader in nuclear commercial services, today announced that it has entered into a definitive acquisition

agreement to be acquired by a subsidiary of Energy Capital Partners II, LLC (”Energy Capital” or“ECP”) in a transaction with an enterprise value of $1.1 billion. Under the terms of the agreement, Energy Solutions’ 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 Energy Solutions

common stock for the 30 days ended January 4, 2013.

The definitive acquisition agreement has been unanimously approved by the Energy Solutions’ 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

Energy Solutions. “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 energyfocused 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 Energy

 

Solutions, 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 Energy

 

Solutions as a standalone business operation with the current

management team remaining in place.

The ECP acquisition of Energy

 

Solutions 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 Energy

 

Solutions’ stockholders.

Under the terms of the merger agreement, Energy

 

Solutions may solicit superior proposals from

third parties through February 6, 2013. The Energy

 

Solutions 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. Energy

 

Solutions 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.

Goldman, Sachs & Co. is serving as financial advisor to Energy

 

Solutions and Skadden, Arps,

Slate, Meagher & Flom LLP is acting as legal advisor to Energy

 

Solutions. Morgan Stanley is serving

as financial advisor and Latham & Watkins, LLP 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.

EnergySolutions offers customers a full range of integrated services and solutions, including

nuclear operations, characterization, decommissioning, decontamination, site closure,

transportation, nuclear materials management, processing, recycling, and disposition of nuclear

waste, and research and engineering services across the nuclear fuel cycle.

Energy Capital Partners is a private equity firm with offices in Short Hills, New Jersey and San

Diego, California. Energy Capital Partners has over $7 billion of capital commitments under

management and is focused on investing in the power generation, electric transmission, midstream

gas, renewable energy, oil field services and environmental services sectors of North America’s

energy infrastructure. The fund’s management has substantial experience leading successful energy

companies and energy infrastructure investments. For more information, visit www.ecpartners.com.


Forward-Looking Statements


This communication, and all statements made regarding the subject matter of this

communication, contain statements that constitute forward-looking statements within the meaning of

the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and

Section 21E of the Securities Exchange Act of 1934. These statements are based on the current

expectations and beliefs of Energy

 

Solutions and are subject to a number of risks, uncertainties and

assumptions that could cause actual results to differ materially from those described in the forwardlooking

statements. Any statements that are not statements of historical fact (such as statements

containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar

expressions) should be considered forward-looking statements. Among others, the following risks,

uncertainties and other factors could cause actual results to differ from those set forth in the forwardlooking

statements: (i) the risk that the proposed acquisition may not be consummated in a timely

manner, if at all; (ii) the risk that the definitive merger agreement may be terminated in

circumstances that require Energy

 

Solutions to pay Energy Capital Partners a termination fee,

including the inability to complete the merger due to the failure to obtain stockholder approval for

the merger or the failure to satisfy other conditions to completion of the merger; (iii) risks related to

the diversion of management’s attention from Energy

 

Solutions’ ongoing business operations;

(iv) risks regarding the failure of Energy Capital Partners to obtain the necessary financing to

complete the merger; (v) the effect of the announcement of the acquisition on Energy

 

Solutions’

business relationships (including, without limitation, partners and customers), operating results and

business generally, as well as the potential difficulties in employee retention as a result of the merger;

(vi) risks related to obtaining the requisite consents to the acquisition, including, without limitation,

the timing (including possible delays) and receipt of regulatory approvals from various governmental

entities (including any conditions, limitations or restrictions placed on these approvals) and the risk

that one or more governmental entities may deny approval; (vii) risks related to the outcome of any

legal proceedings that have been, or will be, instituted against the Company related to the merger

agreement; and (viii) risks related to the effects of local and national economic, credit and capital

market conditions on the economy in general. Additional risk factors that may affect future results

are contained in Energy

 

Solutions’ filings with the Securities and Exchange Commission, which are

available at the SEC’s website http://www.sec.gov. Because forward-looking statements involve

risks and uncertainties, actual results and events may differ materially from results and events

currently expected by Energy

 

Solutions. EnergySolutions expressly disclaims any obligation or

undertaking to update or revise any forward-looking statements contained herein to reflect any

change of expectations with regard thereto or to reflect any change in events, conditions or

circumstances.

Additional Information About the Acquisition and Where to Find it


In connection with the proposed acquisition, Energy

 

Solutions intends to file relevant materials with

the SEC, including a proxy statement.

 

Investors and security holders of EnergySolutions are urged

to read these documents (if and when they become available) and any other relevant documents

filed with the SEC, as well as any amendments or supplements to those documents, because

they will contain important information about Energy

 

Solutions, the proposed acquisition and

the parties to the proposed transaction.


 

 

Investors and security holders may obtain these documents

(and any other documents filed by Energy

 

Solutions and Energy Capital Partners with the SEC) free

of charge at the SEC’s website at http://www.sec.gov. In addition, the documents filed with the SEC

by Energy

 

Solutions may be obtained free of charge by directing such request to: EnergySolutions

Investor Relations at 1-801-649-2000 or from the investor relations website portion of

Energy

 

Solutions’ website at http://www.ir.energysolutions.com. Investors and security holders are

urged to read the proxy statement and the other relevant materials when they become available before

making any voting or investment decision with respect to the proposed merger.

Energy

 

Solutions and its directors and executive officers may be deemed to be participants in the

solicitation of proxies from Energy

 

Solutions’ stockholders in respect of the proposed acquisition.

Information regarding Energy

 

Solutions’ directors and executive officers is contained in

Energy

 

Solutions’ Annual Report on Form 10-K for the year ended December 31, 2011, its proxy

statement for its 2012 Annual Meeting of Stockholders, dated May 23, 2012, and subsequent filings

which Energy

 

Solutions has made with the SEC. Stockholders may obtain additional information

about the directors and executive officers of Energy

 

Solutions and their respective interests with

respect to the proposed acquisition by security holdings or otherwise, which may be different than

those of Energy

 

Solutions’ stockholders generally, by reading the definitive proxy statement and other

relevant documents regarding the proposed acquisition, when filed with the SEC. Each of these

documents is, or will be, available as described above.

Contact Information

Richard Putnam Mark Walker

Investor Relations Media Relations

801-303-0185 801-649-2194