Energy Capital Partners II, LLC, fund of Energy Capital Partners entered into a definitive acquisition agreement to acquire EnergySolutions, Inc (NYSE:ES) from Samana Capital, L.P, ValueAct Capital, LLC, Carlson Capital, L.P., BlackRock, Inc. and other investors for approximately $340 million in cash on January 7, 2013. Under the terms of agreement, EnergySolutions' shareholders will receive $3.75 in cash for each share of common stock. Energy Capital Partners plans to operate EnergySolutions as a standalone business operation with the current management team remaining in place. Under the terms of the merger agreement, EnergySolutions may solicit superior proposals from third parties within 30 days of merger agreement. As on April 5, 2013, Energy Capital Partners entered into an amended definitive acquisition agreement to acquire EnergySolutions, Inc from Samana Capital, L.P, ValueAct Capital, LLC , Carlson Capital, L.P. and other investors for approximately $380 million in cash. Under the terms of the amended agreement, the revised offer per share is $4.15 per share in cash. If Energy Capital Partners terminates the transaction, it will be liable to pay $27.2 million as termination fees. If EnergySolutions solicits a superior proposal before February 6, it is liable to pay $9.1 million as termination fees and if the superior proposal is accepted after February 6, 2013, then it is liable to pay $13.6 million as termination fees.

Also, under the terms of the amended agreement, the current members of the EnergySolutions' Board of Directors shall remain as the members of EnergySolutions' Board of Directors upon consummation of the transaction. Morgan Stanley is 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. The transaction is subject to customary closing conditions, including regulatory approvals from United States Nuclear Regulatory Commission and United Kingdom Nuclear Decommissioning Authority, clearance under the Hart-Scott-Rodino Act and approval from EnergySolutions' stockholders. The transaction has been unanimously approved by the Board of Directors of EnergySolutions and Energy Capital Partners. As of February 7, 2013, the "go shop" period expired and now the transaction has become a no- shop transaction. EnergySolutions did not receive any alternative acquisition proposal from any potential buyer during the period. Early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was granted. The deal was also approved by United Kingdom Nuclear Decommissioning Authority. Carlson Capital, L.P., who earlier had made opposition to the acquisition, has informed EnergySolutions that they intend to vote in favor of the transaction based on the amended terms. On April 17, 2013, the Utah Department of Environmental Quality's Division of Radiation Control approved the merger. As of April 26, 2013, the transaction was approved by stockholders of EnergySolutions, Inc. As on May 9, 2013, U.S. Nuclear Regulatory Commission approved the transaction. NRC approval was the last regulatory requirement for completing the merger. EnergySolutions's common stock will be delisted from the New York Stock Exchange pursuant to the closing of transaction which is expected to occur on or about May 24, 2013.

Goldman, Sachs & Co. acted as financial advisor to EnergySolutions. Kenton J. King, Leif B. King, Kristine Dunn and Joseph Yaffe of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to EnergySolutions. Morgan Stanley (NYSE:MS) acted as financial advisor to Energy Capital Partners. David A. Kurzweil, David C. Lee, Michael Young, Darren Schecter, Aneta Ferguson and Michael Kang of Latham & Watkins, LLP acted as legal advisors to Energy Capital Partners. Stephen Kotran and Marshall Yuan of Sullivan & Cromwell LLP acted as legal advisor for Goldman, Sachs & Co. Louise Moore, Kevin O'Connor and John Buttanshaw of Herbert Smith LLP acted as legal advisors to Energy Capital Partners. Innisfree M&A Inc. acted as information agent to EnergySolutions, Inc and received a fee of $0.02 million. A fee of 10.9 million was also paid to Goldman, Sachs & Co. for its services.