eastunder
12年前
EnergySolutions Amends Energy Capital Partners Merger Agreement
http://finance.yahoo.com/news/energysolutions-amends-energy-capital-partners-170000737.html
ECP's 'Best and Final' Agreement Approved by EnergySolutions Board of Directors; Increased Offer Price From $3.75 to $4.15 per Share
Press Release: EnergySolutions – 54 minutes ago.. .
SALT LAKE CITY, UT--(Marketwired - Apr 5, 2013) - EnergySolutions, Inc. (NYSE: ES), a leader in nuclear commercial services, today announced that it has signed an amendment to its definitive acquisition agreement with a subsidiary of Energy Capital Partners II, LLC ("Energy Capital" or "ECP"). Under the terms of the amended agreement, EnergySolutions' shareholders will now receive $4.15 in cash for each share of common stock.
Carlson Capital, L.P., the largest beneficial institutional owner of the Company's stock, who had previously voiced opposition to the acquisition, has informed the Company that they intend to vote in favor of the transaction based on the amended terms.
"We are extremely pleased to have reached this amended agreement with Energy Capital," stated David Lockwood, CEO and President of EnergySolutions. "We strongly believe that this offer provides compelling value for our shareholders and will enables us to continue to execute on our strategic plan by providing the investment capital to de-lever our balance sheet and grow our business. We have been able to visit with many of our larger shareholders and value their support of this transaction."
"We have increased the purchase price principally to gain broader support of shareholders for this transaction," said Tyler Reeder, a Partner at ECP. "The increased offer reflects our dedication to EnergySolutions and the important work that they do." ECP also stated that the enhanced merger consideration constitutes a "best and final" offer.
The ECP acquisition of EnergySolutions is subject to remaining closing conditions, including regulatory approvals by the Nuclear Regulatory Commission and the State of Utah as well as approval by EnergySolutions' stockholders at the special stockholders meeting on April 26, 2013.
eastunder
12年前
EnergySolutions Announces Fourth Quarter and Fiscal Year End 2012 Results
http://finance.yahoo.com/news/energysolutions-announces-fourth-quarter-fiscal-203500406.html
SALT LAKE CITY, UT--(Marketwire - Mar 18, 2013) - EnergySolutions, Inc. ( NYSE : ES ) (the "Company"), a leading provider of specialized, technology-based nuclear services to government and commercial customers, announced financial results for the Company's fourth quarter and fiscal year ended December 31, 2012.
Fiscal Year 2012 Summary
•Revenue of $1,807.5 million
•Net income attributable to EnergySolutions of $4.0 million, or $0.04 per share
•Adjusted EBITDA of $135.0 million
Fourth Quarter 2012 Summary:
•Revenue of $480.0 million
•Net loss attributable to EnergySolutions of $10.8 million, or $0.12 per share
•Adjusted EBITDA of $40.9 million
Fiscal Year 2012 Results
Revenue for fiscal year 2012 was $1,807.5 million, compared with $1,815.5 million for fiscal year 2011. Gross profit for the year totaled $170.7 million compared to gross profit of $79.7 million for fiscal year 2011. Selling, general and administrative expenses were $138.2 million in 2012 compared to $132.4 million in 2011, as a result of $14.1 million in restructuring and other charges taken in 2012. The Company reported operating income in 2012 of $39.9 million.
Net income attributable to EnergySolutions for 2012 was $4.0 million, or $0.04 per share, compared to a net loss of $196.2 million, or $2.21 per share, for 2011. Net income in 2012 included $14.1 million in restructuring and other non-recurring charges. Adding back the $14.1 million charge would have resulted in $18.1 million in net income or $0.24 per share. The net loss in 2011 included a $174.0 million goodwill impairment, a $94.9 million ARO adjustment, and a $29.5 million tax valuation adjustment. Excluding the goodwill impairment, ARO charge, and deferred tax asset valuation allowance, net income would have been $102.2 million, or $1.15 earnings per share, for 2011.
EBITDA and Adjusted EBITDA for 2012 were $142.7 million and $135.0 million, respectively, compared to $62.5 million and $145.6 million, respectively, for 2011.
Fourth Quarter 2012 Results
Revenue for the fourth quarter of 2012 increased to $480.0 million, compared with $468.5 million recorded in the fourth quarter of 2011. The Company reported a gross profit of $57.0 million for the fourth quarter of 2012, compared with a loss for the fourth quarter of 2011 of $39.4 million, which included the $94.9 million ARO charge discussed above. Selling, general and administrative expenses increased to $38.6 million, from $36.2 million in the fourth quarter of 2011, primarily as a result of approximately $6 million of restructuring charges. The Company reported income from operations for the quarter ended December 31, 2012 of $18.4 million, compared to a loss from operations of $248.5 million for the same quarter last year.
Net loss attributable to EnergySolutions for the fourth quarter of 2012 was $10.8 million, or $0.12 per share, compared with a net loss attributable to EnergySolutions of $202.8 million, or $2.28 per share, for the fourth quarter of 2011.
EBITDA and Adjusted EBITDA for the fourth quarter of 2012 were $41.0 million and $40.9 million, respectively, compared with an EBITDA loss of $39.1 million and Adjusted EBITDA of $43.3 million for the fourth quarter of 2011.
Reconciliations of GAAP to non-GAAP financial measures are provided in the attached Table 4.
Business Segments - Fourth Quarter 2012
The results of the Company's two business groups are presented in Table 5 in the accompanying financial tables.
Global Commercial Group
Global Commercial Group revenue for the fourth quarter of 2012 totaled $441.4 million, compared with $411.6 million in the fourth quarter of 2011. The $29.8 million increase in revenue was due primarily to growth from Commercial Services and from International activities as discussed below.
Global Commercial Group reported income from operations in the fourth quarter of 2012 of $42.2 million compared with a loss from operations of $59.7 million for the fourth quarter of 2011, which included the ARO adjustment of $94.9 million.
Commercial Services
Revenue from Commercial Services operations in our Global Commercial Group for the fourth quarter of 2012 totaled $53.4 million, compared with $59.3 million for the fourth quarter of 2011. Gross profit for Commercial Services in the fourth quarter of 2012 was $14.4 million compared with a loss of $88.7 million in the fourth quarter of 2011.
Logistics, Processing and Disposal
Revenue from the Logistics, Processing and Disposal (LP&D) operations in our Global Commercial Group for the fourth quarter of 2012 totaled $67.0 million, compared to $65.7 million recorded in the fourth quarter of 2011. Gross profit for the fourth quarter of 2012 totaled $21.3 million, compared with $22.2 million for the fourth quarter of 2011. Gross margin declined to 31.8% for the fourth quarter of 2012, compared with 33.8% for the fourth quarter of 2011. The decrease in gross margin was attributable primarily to higher processing costs in the fourth quarter of 2012.
International
Revenue from the International operations in our Global Commercial Group for the fourth quarter of 2012 totaled $321.0 million, compared to $286.7 million recorded for the fourth quarter of 2011. The $34.3 million increase in revenue was due primarily to the acceleration of decommissioning activities under our Magnox contract in the U.K. and to increased design and construction activities in our operations in Asia. Gross profit for the fourth quarter of 2012 totaled $17.9 million, compared with $18.7 million for the fourth quarter of 2011. Gross margin declined to 5.6% for the fourth quarter of 2012, compared with 6.5% for the fourth quarter of 2011. Foreign currency fluctuations increased revenue and cost of revenue by $5.8 million and $5.4 million, respectively, during the quarter.
Government Group
Government Group revenue for the fourth quarter of 2012 totaled $38.6 million, compared with $56.9 million in the fourth quarter of 2011. The decrease in revenue was due primarily to the completion of our Moab project in May 2012, as well as to the Company's Salt Waste project that reversed fee revenue previously recorded and had lower than expected fee earned during 2012.
Income from operations for the Government Group in the fourth quarter of 2012 totaled $0.7 million, compared with $5.5 million for the fourth quarter of 2011. Operating margins decreased to 1.9% for the fourth quarter of 2012, compared to 9.7% for the fourth quarter of 2011 due primarily to reduced revenue and earnings from the Salt Waste and Moab projects.
Equity in income from unconsolidated joint ventures was $0.0 million for the fourth quarter of 2012, compared with $1.1 million for the fourth quarter of 2011. The decrease was due primarily to a timing difference in recognition of income related to our Hanford tank operating contract.
Outlook
The Company announced on January 7, 2013 that the Board of Directors had accepted a $3.75 per share offer from Energy Capital Partners. A shareholder vote to approve the transaction is scheduled for April 26, 2013. No additional outlook for 2013 has been given pending the shareholder vote. EnergySolutions will not hold a teleconference or webcast in connection with this earnings release.
eastunder
12年前
EnergySolutions Files Lawsuit Against Kurion Inc. Seeking Punitive Damages and an Injunction on Sales of Products and Services
SALT LAKE CITY, UT--(Marketwire - Mar 6, 2013) - EnergySolutions, Inc. ( NYSE : ES ) today announced that it and an affiliate, EnergySolutions Diversified Services, Inc. formerly known as Nukem Corporation, (collectively "EnergySolutions") filed a lawsuit against Kurion Inc. and two former EnergySolutions employees now employed by Kurion to enforce contractual and intellectual property rights related to EnergySolutions' waste treatment and vitrification technologies. The lawsuit was filed in the Third Judicial District Court in and for Salt Lake City, Utah. EnergySolutions seeks monetary and punitive damages, and asks the court to enjoin further sales of all Kurion products and services that utilize or derive from the confidential and proprietary technology misappropriated from EnergySolutions.
EnergySolutions, a world leader in nuclear decommissioning and remediation with more than 100 patents and patent applications, filed the case against Kurion, a direct competitor of EnergySolutions, alleging misappropriation of EnergySolutions' intellectual property and unlawful claim of ownership. The specific technologies involve, among others, the ability to remove radioactive isotopes from an aqueous waste stream using isotope specific media, and the ability to vitrify the separated isotopes with the media to immobilize the waste in a leach-resistant glass matrix for long term environmental isolation.
"Our intellectual property rights are core assets that have positioned EnergySolutions as an industry leader," said David Lockwood, President and CEO of EnergySolutions. "We are committed to protecting the significant investments we have made into our innovative technologies. We will pursue former employees who misappropriate EnergySolutions proprietary technologies."
EnergySolutions believes it has discovered substantial evidence that Kurion and two of its employees, John M. Raymont, Jr. and Mark S. Denton, misappropriated and are using, marketing and disclosing EnergySolutions' confidential and proprietary technology in violation contractual obligations, fiduciary duties and intellectual property laws. Raymont and Denton were former EnergySolutions executive-level employees prior to joining Kurion.
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.
eastunder
12年前
NOTICE OF EXEMPT SOLICITATION
http://www.sec.gov/Archives/edgar/data/1056973/000090266413001127/p13-0768px14a6g.htm
PX14A6G 1 p13-0768px14a6g.htm ENERGYSOLUTIONS, INC.
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
EnergySolutions, Inc.
2. Name of persons relying on exemption:
a) Double Black Diamond Offshore Ltd.
b) Black Diamond Offshore Ltd.
c) Black Diamond Thematic Offshore Ltd.
d) Carlson Capital, L.P.
e) Asgard Investment Corp. II
f) Asgard Investment Corp.
g) Clint D. Carlson
3. Address of persons relying on exemption:
2100 McKinney Avenue, Suite 1800, Dallas, Texas 75201
4. Written materials. Attach written material required to be submitted pursuant to Rule 14a-6(g)(1)
Excerpt from Item 4 of Amendment No. 1 to Schedule 13D, filed on February 21, 2013
The Reporting Persons do not believe the current offer by Energy Capital Partners ("ECP") to acquire all shares of the Issuer's outstanding Common Stock for $3.75 per share pursuant to an Agreement and Plan of Merger, dated as of January 7, 2013 (the “Merger”), reflects the fair underlying value of the Issuer. Among other things, the Reporting Persons believe that the offer by ECP does not appropriately value the Issuer’s Zion project. In particular, the Reporting Persons believe that the Issuer and its investment banker, Goldman, Sachs & Co., are assigning insufficient value to the restricted cash associated with the Zion project.
Accordingly, the Reporting Persons do not currently intend to support the proposed merger on its current terms and reserve the right to take any and all actions relating to the Merger that the Reporting Persons deem appropriate in their capacity as stockholders of the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, in connection therewith, may have discussions with management, the board of directors, other shareholders of the Issuer and/or other relevant parties concerning the Merger, in addition to the business, operations, management, governance, strategy and future plans of the Issuer, or take other actions as the Reporting Persons deem appropriate.
Except as set forth herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the shares of Common Stock reported herein. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, determining whether to vote in favor of the Merger, purchasing additional shares of Common Stock or selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the shares of Common Stock, voting for or against and expressing support for or against any proposals of the board of directors of the Issuer or other shareholders of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
eastunder
12年前
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8742367
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons used approximately $27,486,288 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D. The source of the funds used to purchase the Common Stock reported herein is the working capital of the Funds and no part of the purchase amount consists of borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons do not believe the current offer by Energy Capital Partners ("ECP") to acquire all shares of the Issuer's outstanding Common Stock for $3.75 per share pursuant to an Agreement and Plan of Merger, dated as of January 7, 2013 (the “Merger”), reflects the fair underlying value of the Issuer. Among other things, the Reporting Persons believe that the offer by ECP does not appropriately value the Issuer’s Zion project. In particular, the Reporting Persons believe that the Issuer and its investment banker, Goldman, Sachs & Co., are assigning insufficient value to the restricted cash associated with the Zion project.
Accordingly, the Reporting Persons do not currently intend to support the proposed merger on its current terms and reserve the right to take any and all actions relating to the Merger that the Reporting Persons deem appropriate in their capacity as stockholders of the Issuer.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, in connection therewith, may have discussions with management, the board of directors, other shareholders of the Issuer and/or other relevant parties concerning the Merger, in addition to the business, operations, management, governance, strategy and future plans of the Issuer, or take other actions as the Reporting Persons deem appropriate.
INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) and (b)
The Reporting Persons may be deemed to beneficially own in the aggregate 8,934,587 shares of Common Stock. Based upon a total of 90,263,331 shares of Common Stock outstanding as of November 7, 2012, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2012, the Reporting Persons' shares represent approximately 9.9% of the outstanding shares of Common Stock.
Carlson Capital, Asgard II, Asgard I and Mr. Carlson have the power to vote and direct the disposition of (i) the 5,255,880 shares of Common Stock reported herein as owned by Double Offshore, (ii) the 420,414 shares of Common Stock reported herein as owned by Offshore, and (iii) the 3,258,293 shares of Common Stock reported herein as owned by Thematic.
eastunder
12年前
EnergySolutions 30-Day "Go Shop" Period Concludes
http://finance.yahoo.com/news/energysolutions-30-day-shop-period-114500626.html
SALT LAKE CITY, Feb. 7, 2013 /PRNewswire/ -- EnergySolutions, Inc. (NYSE - ES) ("EnergySolutions" or the "Company"), a leader in nuclear services, today announced the expiration of the "go shop" period under the previously announced Agreement and Plan of Merger, dated as of January 7, 2013 (the "Merger Agreement"), which provides for the acquisition of the Company by an affiliate of Energy Capital Partners, a private equity firm focused on investing in North America's energy infrastructure.
Under the Merger Agreement, the Company was permitted to solicit alternative acquisition proposals from third parties during the 30-day period ending at 11:59 p.m. New York City time on February 6, 2013 (the "'go shop' period"). During the "go shop" period, 2 parties contacted representatives of the Company's financial advisor, Goldman, Sachs & Co. ("Goldman Sachs") and, at the direction of the Company's board of directors, Goldman Sachs contacted 22 parties. Of the 24 parties who were contacted by or who contacted representatives of Goldman Sachs during the "go shop" period, 15 were strategic buyers and 9 were private equity groups. During the "go shop" period, one party entered into a non-disclosure agreement in connection with its evaluation of a possible strategic transaction with the Company. Each party contacted, including the party that entered into a non-disclosure agreement with the Company, notified the Company that it would not be interested in pursuing a strategic transaction with the Company. Despite conducting an active and extensive solicitation process, the Company did not receive an alternative acquisition proposal from any potential buyer during the "go shop" period.
Starting at12:00 a.m. New York City time on February 7, 2013, the Company became subject to customary "no shop" provisions that limit its ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to a "fiduciary out" provision that allows the Company to provide information and participate in discussions with respect to certain unsolicited written proposals and to terminate the Merger Agreement and enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the Merger Agreement.
In addition, the Company announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was granted and became effective on February 1, 2013.
The Company also announced that the United Kingdom Nuclear Decommissioning Authority gave its written consent to the change in control of EnergySolutions EU Limited pursuant to the Merger Agreement.
The closing of the Merger Agreement remains subject to certain other conditions, including approval by the Company's stockholders and the consent of the Nuclear Regulatory Commission (the "NRC") and any State from whom the Company or its subsidiaries holds a radiological license or permit issued pursuant thereto, which States have entered into an agreement with the NRC pursuant to Section 274 of the Atomic Energy Act, to the indirect transfer of control of the Company's NRC and State radiological licenses and permits.
The Company expects to file its preliminary proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the Merger Agreement shortly.
The Company expects to close the merger as soon as practicable following satisfaction of all closing conditions, which the Company expects to occur in the second or third quarter of 2013. Following completion of the transaction, the Company will become a privately held company and its stock will no longer trade on the New York Stock Exchange.
eastunder
12年前
Response from ES regarding Siegler's letter (link back)
http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8657264
Dear Mr. Siegler:
Thank you for your letter dated January 9, 2013. The Board of Directors has considered your letter and believes that the issues raised will be put to rest, once full disclosure has been made as part of the proxy statement, due to be filed after the “go-shop” period.
However, in the interests of responding more promptly to the issues raised, we will comment briefly on several points.
First, as to your suggestion that shareholders of EnergySolutions be given an election to retain equity in the company going forward post-acquisition, the agreement we have in place with affiliates of Energy Capital Partners contemplates an all-cash transaction. We are, of course, committed to complying with the terms of the Merger Agreement in all respects. We have, however, forwarded your letter to Energy Capital Partners for their consideration.
Second, your letter assumes that management of EnergySolutions will retain its equity in the company or be investing in the acquisition vehicle. At the direction of the Board, management has had no discussions with Energy Capital Partners regarding such matters, or any other discussions relating to post-closing equity awards, salary, bonuses, or any other compensation, and no arrangements, understandings or agreements are in place regarding any such matters between management of EnergySolutions and Energy Capital Partners.
Third, in terms of process, a special committee of the Board of Directors, composed exclusively of independent directors, after careful consultation with our financial, legal and other advisors, recommended that the Board of Directors approve the transaction. The Board of Directors also deliberated thoroughly the recommendation of the special committee and unanimously approved the transaction.
Fourth, the transaction with Energy Capital Partners followed an extensive evaluation of strategic alternatives, which included contacting over twenty parties. At the conclusion of that process, there were no actionable proposals. In addition, as has been publicly announced, EnergySolutions is currently in a “go-shop” period in which we are actively soliciting other offers to enter into a transaction. The Board of Directors has instructed our financial advisor, Goldman, Sachs & Co., to contact (or re-contact) over twenty
423 West 300 South, Suite 200 · Salt Lake City, Utah 84101
(801) 649-2000 · Fax: (801) 321-0453 · www.energysolutions.com
eastunder
12年前
Nuclear Takeover
By Mike Thiessen - January 15, 2013|
http://beta.fool.com/mthiessen/2013/01/15/nuclear-takeover/21600/?source=eogyholnk0000001
Salt Lake City-based nuclear energy services provider EnergySolutions (NYSE: ES) has agreed to a formal purchase offer from Short Hills, New Jersey-based private equity firm Energy Capital Partners II. Announced after the close of trading on January 4, the terms of the $1.1 billion all-cash deal are straightforward: On its closing date, EnergySolutions shareholders will receive cash payments of $3.75 per share. Already approved by the company's board of directors, the deal must now be approved by EnergySolutions shareholders. Assuming that no other issues arise to derail the agreement, the merger could close during the second quarter of 2013.
Relative to EnergySolutions's December 31, 2012 closing price of $3.12 per share, the Energy Capital offer represents a premium of about 20.2 percent. However, the company has traded above $5 per share as recently as March of 2012. Until the acute phase of the financial crisis set in during the summer of 2008, it regularly traded above $20 per share.
A number of secular and specific problems have contributed to this massive loss in value, including a challenging nuclear regulatory environment, uncertainty about new waste transportation and disposal protocols, and the 2011 Fukushima Daiichi reactor meltdown in Japan. However, it is clear that the company remains attractive at these relatively low levels. Shareholders who bought into the firm within the past two years are likely to be rewarded for their faith.
EnergySolutions is a multi-pronged company that specializes in cleaning up decommissioned nuclear plants and securing highly radioactive sites. Further, it provides transportation and disposal services for medium-grade nuclear waste and provides sequestration solutions for more dangerous byproducts. It also produces and utilizes special equipment designed to treat waste created by functioning nuclear power plants and fuel-production facilities. EnergySolutions's decommissioning and waste-disposal operations are focused primarily on the North American market. It conducts its treatment and management services for active facilities in North America as well as Europe. The company employs about 5,700 people and lost $188 million on $1.8 billion in gross revenues in 2011.
Energy Capital Partners II is one of the largest private equity funds to focus exclusively on the utilities market. It specializes in leveraged and internally-funded buyouts of high-value energy services and exploration companies in the oil, gas, renewable and nuclear energy industries. Although Energy Capital Partners is a private entity with no obligation to make detailed financial disclosures, it is known that the company's portfolio is worth at least $7 billion. For a private equity firm of this size, the EnergySolutions acquisition is notable but not exceptional.
While EnergySolutions has few direct competitors, its acquisition is part of a broader wave of consolidation in the nuclear power and services industries. For instance, Baton Rouge, Louisiana-based nuclear logistics firm Shaw Group (NYSE: SHAW) was recently acquired by the The Hague, Netherlands-based Chicago Iron & Bridge Company (NYSE: CBI) for more than $3 billion. Often mentioned as possible rival bidder for EnergySolutions, Chicago Iron & Bridge Company manages a wide portfolio of energy-services companies and provides support and design services for many outside clients. Relative to its peers, it is well-capitalized and delivers solid shareholder value.
Importantly, the merger was widely viewed as a raw deal for Shaw: Despite its massive cash reserves of over $2 billion, the company was sold at a relative discount to its peers. Investors who view the EnergySolutions deal as a similarly bad deal would do well to look at the nuclear energy industry's recent malaise. If solid companies like Shaw Group can be snapped up at deep discounts, weaker outfits like EnergySolutions may stand little chance of remaining independent in the years to come.
The proposed merger must clear several hurdles before becoming a done deal. First, at least one law firm has launched an investigation into the terms of the deal that could result in the formation of a shareholder-led class action lawsuit. Although a formal suit has yet to be filed, the investigation alleges that the transaction undervalues EnergySolutions by at least 25 percent. Given the precipitous drop in EnergySolutions shares over the past two years, the investigation's claims appear to be dubious. However, any formal lawsuit could slow or even scuttle the deal.
The potential lawsuit might also encourage rival bidders to step forward. As it currently stands, the merger cannot be finalized until after a February 6 bid-solicitation deadline. If another bidder launches a more attractive counteroffer for EnergySolutions, the company's fate could remain uncertain for several more months.
Finally, the merger awaits approval from shareholders and regulators. Since EnergySolutions's board of directors has already approved the deal, it appears likely that the company's shareholders will follow suit. Regulatory approval is less certain: To determine whether the addition of EnergySolutions to Energy Capital's existing nuclear asset portfolio might present anti-competitive issues, the merger is currently being scrutinized by American and British regulators.
If the proposed merger goes through, new EnergySolutions shareholders will be assured of a solid return on their investments. On the other hand, shareholders who have stuck with company since before the financial crisis might feel cheated. Many investors are holding out for a more attractive counteroffer or a new offer from Energy Capital. In the absence of such a development, the current deal represents the best possible outcome for battered EnergySolutions shareholders.
eastunder
12年前
EnergySolutions Sued by Investor Over Energy Capital Bid
By Phil Milford - Jan 11, 2013 11:15 AM MT.
EnergySolutions Inc. (ES), which services nuclear reactors, was sued by an investor who says the stock is undervalued in a proposed $3.75-a-share takeover offer by Energy Capital Partners II LLC.
Lawyers for Terry Printz contend that directors have a duty to get the best price for the shares, and that EnergySolutions is worth more than the total $1.1 billion offer, according to a complaint made public today in Delaware Chancery Court in Wilmington.
“The proposed transaction is unfair and grossly inadequate because, among other things, the intrinsic value of EnergySolutions common stock is materially in excess of the amount offered given the company’s recent financial performance,” plaintiff’s lawyers said in court papers.
Printz is asking a judge to award the suit group status on behalf of all outside shareholders, to stop the transaction under its present terms and to award unspecified damages and legal fees.
Salt Lake City-based EnergySolutions rose 2 cents to $3.83 in New York Stock Exchange composite trading at 1:03 p.m.
Mark Walker, a spokesman for EnergySolutions, said in an e- mailed statement that the company would have no comment on the lawsuit.
The case is Printz v. Rogel and EnergySolutions, CA8203, Delaware Chancery Court (Wilmington).
eastunder
12年前
Fun With Acquisitions for the Value Investor
Jonathan Heller
01/11/13 - 08:25 AM EST
http://www.thestreet.com/story/11810753/1/fun-with-acquisitions-for-the-value-investor.html
NEW YORK (TheStreet) -- Part of value investing involves buying companies that few others are interested in at a given time; companies that may have run through a rough patch whose true worth is underestimated. Sometimes these situations come to an end via a takeover, which, as a shareholder, you might be hoping for, at least if the price is right. Sometimes the takeout prices are not quite what you'd been expecting.
In the past year and a half, I've owned a few smaller names that were acquired, or are in the process. In all three cases, while the positions were profitable, the takeout prices were (or are) somewhat disappointing. Last March, Sumitomo's tire supply unit TBC Corp. acquired real estate- rich auto repair chain Midas for $11.50 per share, which represented a 27% premium to the previous closing price.
I'd hoped for more, and believe that the acquirer got a great deal here. While Midas had been struggling, in the right hands, this appeared to be a great business, and the company owned more than 200 properties.
Just months prior, in November 2011, General Dynamics (GD) acquired armored vehicle manufacturer Force Protection for $5.52 per share, which represented a 30% premium. At one point, the relatively small, but cash rich name had traded very near to its net current asset value. General Dynamics made a very good deal here, in my opinion.
The latest is nuclear decommissioning and disposal name Energy Solutions (ES), which agreed to be taken private on Monday by Energy Capital Partners for $3.75 per share, a 9% premium to Friday's closing price. If you took a position in Energy Solutions over the summer, when it traded in the $1.50 to $1.75 range, as I did, you may be happy with the 100%-plus upside you've enjoyed. But the company, in my opinion is worth more.
That's what Indian Creek Investors, LP, which owns a 4.3% stake, believes. On Wednesday, Indian Creek's Managing Member Gary Siegler fired off a letter to Energy Solution's board of directors, suggesting that the company is worth "considerably more than $3.75 per share."
Siegler went on to request that the board consider modifying the deal, so that current shareholders who wish to stay invested in Energy Solutions, may do so, while those that want to sell for $3.75 can cash out. We'll see where that goes.
Interestingly, Energy Solutions closed yesterday's trading at about 2% above the takeover price, indicating that some investors believe that the acquisition is not a done deal. This is supported by the fact that the company is actually able to seek new offers through Feb. 6.
ES data by YCharts
In 2008, Energy Solutions was a $27 stock that had fallen all the way to $1.50 this past June. Frankly, one of the company's major issues, and perhaps, one of the reasons the board is willing to accept $3.75 is the company's debt load, which stood at $815 million at the end of the latest quarter. There's significant cash and short-term investments on the books too, $232 million, or $2.58 per share. We'll see if any other potential acquirers believe that the equity is worth more than $3.75 per share. This could get interesting.
ES Cash and ST Investments data by YCharts
eastunder
12年前
Gary Siegler, Manager Of Indian Creek Investors, A Large Holder Of EnergySolutions, Inc., Suggests Recap With Energy Capital Partners Instead Of Sale At $3.75 Per Share
January 9, 2013 1:50 PM EST
http://www.streetinsider.com/Press+Releases/Gary+Siegler%2C+Manager+Of+Indian+Creek+Investors%2C+A+Large+Holder+Of+EnergySolutions%2C+Inc.%2C+Suggests+Recap+With+Energy+Capital+Partners+Instead+Of+Sale+At+%243.75+Per+Share/7998084.html
AVENTURA, Fla., Jan. 9, 2013 /PRNewswire/ -- Indian Creek Investors LP, a private investment fund and a large shareholder of EnergySolutions sent a letter to EnergySolutions suggesting a recapitalization with Energy Capital Partners rather than the recently announced sale of EnergySolutions to Energy Capital Partners at $3.75 per share in cash. Gary Siegler, the manager of Indian Creek Investors stated in the letter to the Board of Directors, "In our view EnergySolutions is worth considerably more than the $3.75 per share offered by Energy Capital Partners" and requested that "if the Board moves forward on a transaction with Energy Capital Partners, that you consider modifying it as a recapitalization where shareholders who wish to remain invested alongside Energy Capital Partners and Company management may do so, with only those shareholders who prefer to sell at $3.75 per share cashed out by Energy Capital Partners."
A copy of the full letter is included below.
Indian Creek Investors
January 9, 2013
Attn: Board of DirectorsEnergySolutions, Inc.423 West 300 South Suite 200Salt Lake City, Utah 84101
Ladies and Gentlemen,
Indian Creek Investors LP, a private investment fund, is the beneficial owner of approximately 4.2 million shares of EnergySolutions. Based on publicly available information, we believe Indian Creek is the Company's largest shareholder. In our view EnergySolutions is worth considerably more than the $3.75 per share offered by Energy Capital Partners. We understand from the Company that EnergySolutions' new management team is also investing in the transaction.
It was only months ago that the Board brought in this new management team and provided them with significant long term equity incentives to lead EnergySolutions forward for the benefit of public shareholders. Already, extensive progress appears to have been made in improving the Company's balance sheet, cost structure, and business strategy. Notwithstanding the Company's recent strides, there appears to have been no new auction process that would have allowed potential buyers to evaluate the Company's newly improved condition and prospects. We believe that just as these positive changes appear to be taking hold that public shareholders should not be frozen out at a price which is less than one-fifth of EnergySolutions IPO price and well below several published analyst price targets.
We respectfully request that if the Board moves forward on a transaction with Energy Capital Partners, that you consider modifying it as a recapitalization where shareholders who wish to remain invested alongside Energy Capital Partners and Company management may do so, with only those shareholders who prefer to sell at $3.75 per share cashed out by Energy Capital Partners. If the Company requires additional capital, Energy Capital Partners could buy additional shares directly from the Company.
Kindly let us know your thoughts as soon as possible.
Very truly yours,
Gary Siegler Managing Member of IC Holdings LLC, asManaging Member of Indian Creek Asset Management LLC, asGeneral Partner of Indian Creek Investors LP
Contact:Sabrina Balgobin(786) 363-8281
SOURCE Indian Creek Investors LP
eastunder
12年前
TEXT-S&P puts EnergySolutions ratings on watch developing
Mon Jan 7, 2013 4:09pm EST
http://www.reuters.com/article/2013/01/07/idUSWNB280920130107?type=companyNews&feedType=RSS&feedName=companyNews&rpc=43
Overview
-- Nuclear services provider EnergySolutions Inc. announced that it
has entered into an agreement to be acquired by a subsidiary of unrated
energy-focused private equity sponsor Energy Capital Partners.
-- We are placing our ratings on EnergySolutions Inc. on CreditWatch with
developing implications.
Rating Action
On Jan. 7, 2013, Standard & Poor's Ratings Services placed its ratings,
including its 'B' corporate credit rating, on EnergySolutions Inc. on
CreditWatch with developing implications.
Rationale
The CreditWatch placement follows Salt Lake City-based nuclear services
provider EnergySolutions Inc.'s announcement that it has entered into a
definitive agreement to be acquired by a subsidiary of Energy Capital Partners
II, which is an investment fund of Energy Capital Partners (ECP). ECP is an
energy-focused private equity sponsor with more than $7 billion in capital
commitments. According to the terms of the agreement, EnergySolutions'
shareholders will receive $3.75 in cash for each share of common stock, which,
based on 90.3 million of common shares outstanding reported at Nov. 7, 2012,
is approximately $338.5 million. The company's adjusted debt at Sept. 30, 2012
was $583 million, or roughly 3.6x its trailing-12-months' adjusted EBITDA. The
adjusted debt figure is calculated net of more than $300 million in restricted
cash and includes approximately $72 million related to the capitalization of
operating leases and asset retirement obligations. EnergySolutions is
permitted to seek superior proposals from third parties until Feb. 6, 2013.
The acquisition is subject to customary closing conditions, including
regulatory approvals in the U.S. and U.K. and the approval by EnergySolutions'
stockholders.
CreditWatch
The ratings are on CreditWatch with developing implications. Per the terms of
the agreement, EnergySolutions is permitted to engage in discussions with
other suitors, which may include other financial sponsors or strategic buyers.
Depending on the final proposal, the impacts to EnergySolutions' financial
risk profile and operating strategy could prompt us to raise, lower, or affirm
the ratings. We plan to meet with management to discuss the acquisition and to
resolve the CreditWatch following a review of the transaction. We expect to
resolve the CreditWatch during the next several weeks after evaluating the new
capital structure, the sponsor's financial policies, and management's business
strategies.
Related Criteria And Research
-- Criteria Methodology: Business Risk/Financial Risk Matrix Expanded,
May 27, 2009
Ratings List
Ratings Placed On CreditWatch Developing
To From
EnergySolutions Inc.
Corporate Credit Rating B/Watch Dev/-- B/Negative/--
EnergySolutions Inc.
EnergySolutions LLC
Senior Secured BB-/Watch Dev BB-
Recovery Rating 1 1
Senior Unsecured B/Watch Dev B
Recovery Rating 3 3
eastunder
12年前
UPDATE 2-Debt-laden EnergySolutions to be sold for $338 mln
Mon Jan 7, 2013 12:45pm EST
http://www.reuters.com/article/2013/01/07/energysolutions-offer-idUSL4N0AC5N620130107?feedType=RSS&feedName=utilitiesSector&rpc=43
* Offer at 9 pct premium to Friday close
* EnergySolutions can seek new offers through Feb. 6
* Shares up as much as 11 pct
By Swetha Gopinath
Jan 7 (Reuters) - EnergySolutions Inc agreed to be taken private by investment firm Energy Capital Partners for $338.5 million, two months after the nuclear waste management company said it would have to sell assets to cut its debt.
The deal, which has an enterprise value of $1.1 billion, will help EnergySolutions expand its decommissioning and disposal businesses.
The company's debt is more than double its market value of about $310 million, and high interest costs have hindered its ability to invest in its nuclear plant decommissioning business.
The decommissioning business is expected to see growth in the coming years as Germany and Japan have announced plans to retire most of their nuclear plants.
The private equity firm is offering $3.75 per share, or a 9 percent premium to EnergySolutions' Friday close.
The stock was up 8 percent at $3.72 in afternoon trading on Monday.
"The price they are offering is low," said Imperial Capital analyst Andrew Casella. "Somebody may look at that and say we should come in with a superior offer."
EnergySolutions said it intends to actively solicit offers from third parties through Feb. 6.
Likely contenders are Fluor Corp, URS Corp or strategic investors, Casella said.
"The company has a unique set of assets, it is definitely a growth story going forward," said Casella, who has a price target of $4.75 on the stock.
Intrinsic valuation on Thomson Reuters StarMine suggests that EnergySolutions' stock should be trading around $4.58.
StarMine's models take into account analyst estimates for growth, usually over five years, and then chart the typical growth trajectory of companies over a longer period of time.
EnergySolutions provides services such as decontamination, spent-fuel handling and waste disposal to customers including Duke Energy Corp and Exelon Corp.
Energy Capital, whose bid is backed by Morgan Stanley, said it plans to operate the company as a standalone business with the current management in place.
Goldman Sachs is the financial adviser to EnergySolutions.
eastunder
12年前
On day one of announcement: 1/7/13
09:59AM EnergySolutions Shareholder Alert: Briscoe Law Firm and Powers Taylor, LLP Investigate Sale to Energy Capital Partners
http://finance.yahoo.com/news/energysolutions-shareholder-alert-briscoe-law-145900041.html
11:13AM The Law Firm of Levi & Korsinsky, LLP Announces Investigation into Possible Breaches of Fiduciary Duty by the Board of EnergySolutions, Inc. in Connection with the Sale of the Company to Energy Capital Partners II, LLC
http://finance.yahoo.com/news/law-firm-levi-korsinsky-llp-161300878.html
12:03PM Holzer Holzer & Fistel, LLC Announces Investigation into the Proposed Buyout of EnergySolutions, Inc.
http://finance.yahoo.com/news/holzer-holzer-fistel-llc-announces-170300277.html
02:37PM Harwood Feffer LLP Announces Investigation of EnergySolutions, Inc.
http://finance.yahoo.com/news/harwood-feffer-llp-announces-investigation-193700453.html
05:25PM Newman Ferrara LLP Announces Investigation of EnergySolutions, Inc.
http://finance.yahoo.com/news/newman-ferrara-llp-announces-investigation-222500868.html
08:12PM Acquisition of EnergySolutions, Inc. by a Subsidiary of Energy Capital Partners II, LLC May Not Be in EnergySolutions, Inc. Shareholders' Best Interests
http://finance.yahoo.com/news/acquisition-energysolutions-inc-subsidiary-energy-011200787.html
eastunder
12年前
EnergySolutions to Be Acquired by Energy Capital Partners
Press Release: EnergySolutions – 1 hour 16 minutes ago.. .
SALT LAKE CITY, UT--(Marketwire - Jan 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, 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 January 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. "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.
Goldman, Sachs & Co. is serving as financial advisor to EnergySolutions and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to EnergySolutions. 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.
Wildbilly
12年前
5 Companies Standing To Benefit From Cap And Trade
Oh, here's a noble cause to invest in, cap and trade, lovely.
My, what a difference a few years can make in the world of environmental stewardship. In 2008, John McCain visited worldwide wind turbine leader Vesta's (NASDAQOTH: VWSYF) North American headquarters in Portland, Oregon, and declared acknowledgment of the dangers of climate change, and provided unequivocal support for a cap and trade program in the United States. By 2010, McCain reversed his support for cap and trade. With recent climate change talks in Qatar, I wanted to take a look at how cap and trade would affect a handful of publicly traded companies. This takes on greater urgency, now that California appears set to go on its own cap and trade system.
Whenever California adopts a significant change in state law, it has impacts both real and perceived on the country as a whole. California's gross “domestic” product in 2010 was just over $1.9 trillion, which would place the state as the world's ninth largest economy if California were an independent country. California's economy also provides over 13% of the overall gross domestic economy of the United States.
California's plan will be the second largest cap and trade plan on earth, after the European Union's. The utility industry in the Northeast United States also has a cap and trade plan. If the California plan works, it most assuredly would lead to a national cap and trade plan. If California's plan fails, it would likely kill the idea of a national cap and trade plan for a generation. Of course, cap and trade specifically, or climate change generally, was scarcely a national issue in this election cycle. Yet, as oceans continue to rise, glaciers continue to retreat, and odd storms continue to affect tens of millions, at some point this country will no doubt change course away from profligate fossil fuel use.
The difficulty of analyzing any domestic cap and trade system is that no plan is currently under discussion, so we will just act as if the rules of the California plan were extended nationally. California is hardly synonymous with the rest of the country from an energy generation or usage context. California has virtually no coal based generation, and has in place a requirement that utilities generate 33% of its sales from renewable sources by 2020. There are several of the nation's largest nuclear facilities in California, along with massive wind, solar, and hydrological power stations.
The first big issue in any cap and trade plan is whether existing energy generation, and discharges, would be “grandfathered” in. But no matter what, where would be some clear winners in the energy generation market. Nuclear energy has an enormous carbon footprint during the lengthy construction process, and after that obvious safety and decommissioning issues, but for the life of the plant, the actual carbon footprint is mild. The nation's leading nuclear power producer is Exelon (NYSE: EXC), a holding company including Illinois' Commonwealth Energy, Maryland's Baltimore Gas and Electric, and Pennsylvania's PECO Energy. Over 80% of Exelon's nearly 35,000 megawatts of generating capacity comes from nuclear, making it the largest nuclear operator in the United States.
Exelon's financial reports have not been real pretty of late. Its main appeal in recent times has been its dividend of an annual $2.10, or 7% dividend that stands to be cut by the second quarter of 2013. The company has also deferred over $2 billion of capital spending plans that were to have gone toward upgrades to the company's nuclear fleet. These are not moves by a company sanguine about its long term prospects. And, if management does not have confidence about Exelon's future, then it is hard for me to have confidence either.
One problem with nuclear energy in general is that the plants that cost many billions of dollars do not last forever. There are hundreds of nuclear facilities well over 30 years old, and decommissioning these plants requires special expertise. Utah based EnergySolutions (NYSE: ES) has domestic and international divisions with expertise in the field. The company has had substantial positive earnings surprises each of the past two quarters, with third quarter earnings of eleven cents per share nearly doubled Street estimates of six cents per share. The company does not have the strongest balance sheet in the world, largely due to carrying over $300 million of goodwill. But with nations across the globe scurrying to wean themselves from nuclear operations, including Germany and Japan, EnergySolutions promises to have a profitable future.
If we really want truly clean energy, then wind and solar require continued penetration into America's energy portfolio. In recent times, a vast majority of Americans, and some 98% of scholarly papers, agree that human activities are contributing in whole or part the process of climate change. Americans want more clean energy. I want to focus on solar today, an energy source promoted by no less than Thomas Edison in 1931. Solar panel prices have fallen by roughly 80% over the past five years. Efficiencies are at all-time highs, and if the lengthy sighting and permitting process were streamlined as they are in Germany and Australia, solar would be making a dramatic impact on our energy needs. That free fall of solar panel prices allow solar to already undercut fossil fuel prices in much of the world, once environmental and health costs are factored into the equation. The city of Los Angeles announced committing to secure enough solar power for over 300,000 homes.
The two largest solar panel makers in this country are First Solar (NASDAQ: FSLR) and Sunpower (NASDAQ: SPWR). They have fundamentally different business models, as First Solar focuses on utility scale projects, and Sunpower focuses on “main street” retail and commercial projects. Both of these companies would, of course, get a major lift form any sort of cap and trade program. First Solar had the dubious honor of being the sole member of JPMorgan's (JPM) list of stocks to avoid in 2013, citing overcapacity by solar power makers worldwide, and the floundering European economy. Recently passed tariffs on Chinese product are not likely to help because of loopholes in those tariffs. First Solar's profits have been solid this year as it got boosts from accounting rules allowing income to be realized on projects under construction. But that cannot go on for long, and 2013 profits are likely to trail 2012. On balance, I agree with JP Morgan, and would not be a holder of First Solar in 2013.
Sunpower is a different animal. Its silicon based nodules, while more expensive than First Solar's, and are also more efficient. And nearly 100% of its business comes from either the United States (65%) or Italy (33%). It dominates the domestic roof top retail market, in no small measure because it leases its panels to homeowners who pay little or nothing down. The lease costs are offset by savings on customers' electric bills. But what it has in market share, it does not have in costs. Its average installed cost is higher than First Solar's or the Chinese competition, so things are not very profitable at present. Analysts have a negative outlook on the stock of 3.3, and it is already trading slightly above the mean 52 week target. There is not much here that would appeal to most investors.
More Expert Advice from The Motley Fool
As the nation moves increasingly towards clean energy, Exelon is perfectly positioned to capitalize on having the largest nuclear fleet in North America. Combine this strength with an increased focus on renewable energy, and EXC's recent merger with Constellation places Exelon and its best-in-class dividend on a short list of top utilities. To determine if Exelon is a good long-term fit for your portfolio, you're invited to check out The Motley Fool's premium research report on the company. Simply click here now for instant access.
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JoeRoganFan
2年前
ValueInvestor15
8年前
