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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

EnergySolutions, Inc.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Common Stock of Energy
Solutions, Inc. ("EnergySolutions Common Stock") 
    (2)   Aggregate number of securities to which transaction applies:
        As of December 31, 2012, 91,167,427
 

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of:
        (1) 91,167,427 shares of Energy
Solutions Common Stock multiplied by $3.75 per share;
        (2) 316,000 Energy
Solutions performance share units multiplied by $3.75 per unit;
        (3) 1,426,224 Energy
Solutions phantom stock units multiplied by $3.75 per unit; and
        (4) 4,496,346 Energy
Solutions phantom performance stock units multiplied by $3.75 per unit.
        In accordance with Rules 14a-6(i)(1) and 0-11(c) of the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory for Fiscal Year 2012, the amount of the filing fee was calculated by multiplying the value of the transaction as calculated above by 0.0001364.
 
    (4)   Proposed maximum aggregate value of transaction:
        $365,272,488.75
 
    (5)   Total fee paid:
        $49,823.17
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2013

LOGO

[                        ], 2013

Dear Stockholder:

        We cordially invite you to attend a special meeting of stockholders of EnergySolutions, Inc., a Delaware corporation, which we refer to as the Company, to be held on April 5, 2013 at 9:00 a.m., local time, at 525 University Avenue, Suite 1400, Palo Alto, California 94301.

        On January 7, 2013, the Company entered into a merger agreement providing for the acquisition of the Company by Rockwell Holdco, Inc., an entity formed by Energy Capital Partners II, LP and its parallel funds. At the special meeting, you will be asked to consider and vote upon a proposal to adopt the merger agreement.

        If the merger contemplated by the merger agreement is completed, you will be entitled to receive $3.75 in cash, without interest, less any required tax withholding, for each share of our common stock owned by you (unless you have properly exercised your appraisal rights with respect to such shares), which represents a premium of approximately 20% to the average closing price of our common stock during the 30-day trading period ended on January 4, 2013 (the last trading day prior to the public announcement of the execution of the merger agreement) and a premium of approximately 9% to the closing price of our common stock on January 4, 2013.

        In addition, if the merger contemplated by the merger agreement is completed, named executive officers of the Company are contractually entitled to certain specified compensation described in the accompanying proxy statement in connection with the merger. At the special meeting, we will ask you to approve a proposal to approve, on an advisory (non-binding) basis, that specified compensation, which proposal we refer to as the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        The board of directors of the Company has unanimously determined that the merger is fair to, and in the best interests of, the stockholders of the Company and has unanimously approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The board of directors of the Company made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The board of directors of the Company unanimously recommends that you vote "FOR" approval of the proposal to adopt the merger agreement, "FOR" approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon.

        Your vote is very important. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to vote your shares of our common stock will have the same effect as a vote "AGAINST" approval of the proposal to adopt the merger agreement.

        If your shares of our common stock are held in "street name" by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our common stock without instructions from you. You should instruct your bank, brokerage firm or other


nominee to vote your shares of our common stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of our common stock "FOR" the proposal to adopt the merger agreement will have the same effect as voting "AGAINST" the proposal to adopt the merger agreement.

        The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement, the merger and the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

        If you have any questions or need assistance voting your shares of our common stock, please call Innisfree M&A Incorporated, the Company's proxy solicitor, toll-free at (877) 825-8971.

        Thank you in advance for your cooperation and continued support.

Sincerely,

GRAPHIC


Steven R. Rogel
Chairman of the Board of Directors

        The proxy statement is dated [                        ], 2013, and is first being mailed to our stockholders on or about [                        ], 2013.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE PROPOSED MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2013

ENERGYSOLUTIONS, INC.

423 West 300 South, Suite 200
Salt Lake City, Utah 84101



NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 5, 2013



        NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of EnergySolutions, Inc. will be held at 525 University Avenue, Suite 1400, Palo Alto, California 94301, on April 5, 2013, commencing at 9:00 a.m., local time, for the following purposes:

        In accordance with our bylaws, the close of business on [                        ], 2013 has been fixed as the record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting or any adjournment thereof. All stockholders of record are cordially invited to attend the special meeting in person.

        Your vote is very important, regardless of the number of shares of Company common stock that you own. The merger cannot be completed unless the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Company common stock will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card or fail to submit your proxy by phone or the Internet, your shares of Company common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        If you are a stockholder of record, voting in person at the special meeting will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee in order to vote.


        The board of directors of the Company has unanimously determined that the merger is fair to, and in the best interests of, the Company and its stockholders and has unanimously approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The board of directors of the Company made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The board of directors of the Company unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        If you plan to attend the special meeting in person, please mark the designated box on the enclosed proxy card. Alternatively, if you utilize the Internet voting system, please indicate your plans to attend the special meeting when prompted to do so by the system. If you are a stockholder of record, you should bring the bottom half of the enclosed proxy card as your admission card and present the card upon entering the special meeting. If you are planning to attend the special meeting and your shares are held in street name (by a bank or broker, for example), you should ask the record owner for a legal proxy or bring your most recent account statement to the special meeting so that we can verify your ownership of Company common stock. Please note, however, that if your shares are held in street name and you do not bring a legal proxy from the record owner, you will be able to attend the special meeting, but you will not be able to vote at the special meeting.

        Stockholders of the Company who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of Company common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all the requirements of Delaware law, which are summarized in the accompanying proxy statement and reproduced in their entirety in Annex C to the accompanying proxy statement.

  By Order of the Board of Directors,

 

 


GRAPHIC

 

Russ G. Workman

  Corporate Secretary

Salt Lake City, Utah
[                        ], 2013

Stockholders who do not expect to attend the special meeting in person, but wish their stock to be voted on matters to be transacted, are urged to sign, date, and mail the enclosed proxy in the accompanying envelope, to which no postage need be affixed if mailed in the United States. You also have the option of voting your shares by telephone or on the internet. Voting instructions are printed on your proxy card. If you vote by telephone or internet, you do not need to mail back your proxy. The prompt return of your signed proxy, regardless of the number of shares you hold, will aid the Company in reducing the expense of additional proxy solicitation. The giving of such proxy does not affect your right to vote in person in the event you attend the meeting.


Table of Contents


TABLE OF CONTENTS

 
  Page

SUMMARY

  1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

  13

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

  22

PARTIES TO THE MERGER

  23

The Company

  23

Parent

  23

Merger Sub

  23

THE SPECIAL MEETING

  24

Time, Place and Purpose of the Special Meeting

  24

Record Date and Quorum

  24

Attendance

  24

Vote Required

  25

Proxies and Revocation

  27

Adjournments and Postponements

  27

Anticipated Date of Completion of the Merger

  28

Rights of Stockholders Who Seek Appraisal

  28

Solicitation of Proxies; Payment of Solicitation Expenses

  28

Householding

  28

Questions and Additional Information

  29

THE MERGER

  30

General

  30

Background of the Merger

  30

Reasons for the Merger; Recommendation of the Board of Directors

  43

Opinion of Goldman, Sachs & Co. 

  45

Certain Company Forecasts

  52

Financing of the Merger

  54

Limited Guarantee

  59

Closing and Effective Time of Merger

  59

Payment of Merger Consideration and Surrender of Stock Certificates

  60

Interests of Certain Persons in the Merger

  60

Specified Compensation that may Become Payable to Our Named Executive Officers in Connection with the Merger

  63

Accounting Treatment

  66

Material U.S. Federal Income Tax Consequences of the Merger

  66

Regulatory Approvals and Notices

  68

Litigation Relating to the Merger

  69

THE MERGER AGREEMENT (Proposal No. 1)

  71

Explanatory Note Regarding the Merger Agreement

  71

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

  71

Closing and Effective Time of the Merger; Marketing Period

  72

Treatment of Company Common Stock, Options, Restricted Stock, Performance Share Units, Phantom Share Awards and Phantom Performance Share Units

  73

Exchange and Payment Procedures

  74

Financing Covenant; Company Cooperation

  76

Representations and Warranties

  78

Conduct of Our Business Pending the Merger

  81

Solicitation of Acquisition Proposals

  84

Proxy Statement

  88

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Table of Contents

 
  Page

Stockholders Meeting

  89

Filings; Other Actions; Notification

  89

Employee Benefit Matters

  90

Public Announcements

  91

Notice of Events

  91

Conditions to the Merger

  91

Termination

  93

Termination Fees

  95

Expenses

  97

Remedies

  98

Indemnification; Directors' and Officers' Insurance

  99

Access

  100

Modification or Amendment

  100

MARKET PRICE DATA AND DIVIDEND INFORMATION

  101

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  102

AUTHORITY TO ADJOURN THE SPECIAL MEETING (Proposal No. 2)

  104

ENERGYSOLUTIONS ADVISORY (NON-BINDING) PROPOSAL ON SPECIFIED COMPENSATION (Proposal No. 3)

  105

APPRAISAL RIGHTS

  106

DELISTING AND DEREGISTRATION OF COMPANY COMMON STOCK

  110

OTHER MATTERS

  111

Other Matters for Action at the Special Meeting

  111

Future Stockholder Proposals

  111

WHERE YOU CAN FIND MORE INFORMATION

  113

ANNEX A—Agreement and Plan of Merger, dated January 7, 2013, by and among EnergySolutions, Inc., Rockwell Holdco, Inc. and Rockwell Acquisition Corp. 

 
A-1

ANNEX B—Opinion of Goldman, Sachs & Co. 

  B-1

ANNEX C—Section 262 of the General Corporation Law of the State of Delaware

  C-1

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SUMMARY

        The following summary highlights selected information in this proxy statement, first made available to stockholders on or about [                            ], 2013, and may not contain all the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement, its annexes and the documents referred to in this proxy statement. Each item in this summary includes a page reference directing you to a more complete description of that topic. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under "Where You Can Find More Information," beginning on page 113.


Parties to the Merger (Page 23)

        EnergySolutions, Inc., or the Company, we or us, is a Delaware corporation headquartered in Salt Lake City, Utah. The Company is a leading provider of a broad range of nuclear services to government and commercial customers who rely on our expertise to address their needs throughout the lifecycle of their nuclear operations. Our principal executive offices are located at 423 West 300 South, Suite 200, Salt Lake City, Utah, and our telephone number is (801) 649-2000.

        Rockwell Holdco, Inc., or Parent, is a Delaware corporation that was formed by Energy Capital Partners II, LP and its parallel funds, which we refer to collectively as Energy Capital Partners, solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and related financing transactions. Energy Capital Partners, together with its affiliated funds, is a private equity firm with over $7.5 billion of capital commitments under management and is focused on investing in North America's energy infrastructure. Upon completion of the merger, the Company will be a direct, wholly owned subsidiary of Parent.

        Rockwell Acquisition Corp., or Merger Sub, is a Delaware corporation that was formed by Parent solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Upon completion of the merger, Merger Sub will merge with and into the Company and cease to exist.

        In this proxy, we refer to the Agreement and Plan of Merger, dated January 7, 2013, as it may be amended from time to time, among the Company, Parent and Merger Sub, as the merger agreement, the merger of Merger Sub with and into the Company, as the merger, and each of the Company, Parent and Merger Sub as a party.


The Special Meeting (Page 24)

Time, Place and Purpose of the Special Meeting (Page 24)

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on April 5, 2013 at 9:00 a.m., local time, at 525 University Avenue, Suite 1400, Palo Alto, California 94301, or at any postponement or adjournment thereof.

        At the special meeting, holders of common stock of the Company, par value $0.01 per share, which we refer to as Company common stock, will be asked to approve the proposal to adopt the merger agreement, to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement and to approve the proposal to approve, in an advisory (non-binding) vote, the compensation that may be payable to our named executive officers in connection with the merger, which we refer to as the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

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Record Date and Quorum (Page 24)

        We have fixed the close of business on [                            ], 2013 as the record date for the special meeting, and only holders of record of Company common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were [                    ] shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting. The holders of a majority of the voting power of the issued and outstanding shares of the Company entitled to vote thereat, present in person or represented by proxy, will constitute a quorum for the transaction of business at the special meeting.

Vote Required (Page 25)

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon.

        Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Company common stock entitled to vote thereon, present and voting, in person or represented by proxy on the matter at the special meeting.

        Assuming a quorum is present, approval of the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Company common stock entitled to vote thereon, present and voting, in person or represented by proxy on the matter at the special meeting.

        As of [                            ], 2013, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [                    ] shares of Company common stock, representing [      ]% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

Proxies and Revocation (Page 27)

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of Company common stock are held in "street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the merger agreement, which will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but will not have an effect on approval of the proposal to adjourn the special meeting or the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our

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Corporate Secretary by the time the special meeting begins, or by attending the special meeting and voting in person.


The Merger (Page 30)

        The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

        In the merger, each outstanding share of Company common stock (except for shares of Company common stock held in the treasury of the Company immediately prior to the effective time of the merger, shares owned by Parent, Merger Sub, any affiliates of Parent or any subsidiary of the Company and shares owned by stockholders of the Company who have properly demanded appraisal rights, which we refer to collectively as the excluded shares) will be converted into the right to receive $3.75 in cash, which amount we refer to as the per share merger consideration, without interest, less any required tax withholding.


Reasons for the Merger; Recommendation of the Board of Directors (Page 43)

        After careful consideration of various factors described in the section entitled "The Merger—Reasons for the Merger; Recommendation of the Board of Directors," the board of directors of the Company, which we refer to as the board of directors, unanimously determined that the proposed merger was advisable, fair to, and in the best interests of, the stockholders of the Company, unanimously approved the merger agreement and transactions contemplated thereby, including the merger, directed that the merger agreement be submitted to our stockholders for adoption and approval and unanimously recommended that our stockholders vote in favor of the adoption and approval of the merger agreement.

        In considering the recommendation of our board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. See the section entitled "The Merger—Interests of Certain Persons in the Merger" beginning on page 60.

        The board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.


Opinion of Goldman, Sachs & Co. (Page 45)

        Goldman, Sachs & Co., which we refer to as Goldman Sachs, delivered its opinion to the Company's board of directors and the transactions committee that, as of January 7, 2013 and based upon and subject to the factors and assumptions set forth therein, the $3.75 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated January 7, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided its opinion for the information and assistance of the Company's board of directors and the transactions committee in

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connection with their consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the merger or any other matter. Pursuant to an engagement letter between the Company and Goldman Sachs, the Company has agreed to pay Goldman Sachs a transaction fee of approximately $10.7 million, all of which is contingent upon consummation of the merger.


Financing of the Merger (Page 54)

        We anticipate that the total funds needed to complete the merger, including the funds needed to:

will be funded through a combination of:

        Parent has obtained the equity commitment letter and the debt commitment letter described below, which we refer to collectively as the commitment letters. The funding under those commitment letters is subject to certain conditions, including conditions that do not relate directly to the merger agreement. We believe the amounts committed under the commitment letters will be sufficient to complete the merger, but we cannot assure you of that. Those amounts might be insufficient if, among other things, one or more of the parties to the commitment letters fails to fund the committed amounts in breach of such commitment letters or if the conditions to such commitments are not met. Although obtaining the proceeds of any financing, including the financing under the commitment letters, is not a condition to the completion of the merger, the failure of Parent and Merger Sub to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the merger to be completed. In that case, Parent may be obligated to pay the Company a reverse termination fee, which we refer to as the Parent termination fee, of $27.2 million as described under "The Merger Agreement—Termination Fees" beginning on page 95. The obligation of Parent to pay the Parent termination fee is guaranteed by the guarantor referred to below.

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        As an alternative to the funding under the debt commitment letter, Parent and we are seeking to enact the loan amendments as described under the heading "Financing of the Merger—Loan Amendments" beginning on page 57.

Equity Financing (Page 55)

        Parent has entered into a letter agreement, which we refer to as the equity commitment letter, with Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP and Energy Capital Partners II-D, LP, which we refer to collectively as the investors, dated January 7, 2013, under which the investors have committed to make or secure capital contributions to Parent at or before the closing of the merger in an aggregate amount up to $600 million. We refer to this financing as the equity financing and to the commitment of the investors under the equity commitment letter as the equity financing commitment. Subject to certain limitations, the investors may assign all or a portion of the equity commitment to other investors.

        The investors' obligation to fund the financing contemplated by the equity commitment letter is generally subject to the satisfaction of the conditions to Parent's and Merger Sub's obligations to consummate the transactions contemplated by the merger agreement and either (i) the substantially contemporaneous funding of the debt financing under the terms and conditions of the debt commitment letter or any alternative financing that Parent and Merger Sub are required or permitted to accept from alternative sources pursuant to the merger agreement or (ii) the substantially contemporaneous effectiveness of the loan amendments.

Debt Financing (Page 56)

        In connection with the entry into the merger agreement, Parent received a debt commitment letter, dated January 7, 2013, as supplemented by joinder letters each dated January 29, 2013, which we refer to collectively as the debt commitment letter, from Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Credit Suisse AG, Cayman Islands Branch, which we refer to collectively as the commitment parties. Pursuant to the debt commitment letter, the commitment parties have committed to provide an aggregate of $685 million in debt financing to Merger Sub. We refer to this financing as the debt financing, and to the commitment of the commitment parties under the debt commitment letter as the debt financing commitment, and we refer to the debt financing commitment together with the equity financing commitment as the financing commitments. The commitment parties under the debt commitment letter have agreed to hold their respective commitments available until the earliest of (i) the consummation of the merger, (ii) October 7, 2013 and (iii) the abandonment or termination of the merger agreement as reasonably determined by Parent.

        A portion of the proceeds of the facilities made available pursuant to the debt commitment letter may be used to refinance the credit agreement. As an alternative to the funding under the debt commitment letter, Parent and we are seeking to enact the loan amendments as described in greater detail below.

        The availability of the facilities contemplated by the debt commitment letter is subject to certain conditions but is not subject to due diligence or a "market out" condition, which would allow the commitment parties not to fund their respective commitments if the financial markets are materially adversely affected. There is a risk that one or more of the conditions to the debt financing will not be satisfied and the debt financing may not be funded as and when required. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated or the loan amendments are not successfully enacted.

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Loan Amendments (Page 57)

        We and Parent are in discussions with our lenders under the credit agreement, as well as with JPMorgan Chase Bank, N.A., as administrative agent under the credit agreement, regarding the loan amendments. The loan amendments have not been entered into as of the date of this proxy statement, and there can be no assurance that the loan amendments will be entered into. The loan amendments are being pursued as an alternative to, rather than in addition to, the debt financing, and if the loan amendments are entered into, the debt financing would not be consummated and the merger would be funded through the equity financing and the loan amendments.


Limited Guarantee (Page 59)

        Pursuant to a limited guarantee, which we refer to as the limited guarantee, delivered by Energy Capital Partners II-A, LP, which we refer to as the guarantor, in favor of the Company, dated January 7, 2013, the guarantor has agreed to guarantee (A) the obligation of Parent under the merger agreement to pay any Parent termination fee payable by Parent to the Company or the actual damages caused by an intentional breach by Parent of the merger agreement, which are subject to a cap of $75 million, plus interest and attorneys' fees in certain cases, (B) the costs and expenses incurred in connection with any suit to enforce payment, plus interest in certain circumstances, (C) Parent's obligation to pay certain taxes and fees in the event the merger is consummated and (D) any expenses incurred by Parent or Merger Sub, in each case, if, as and when due. See "The Merger Agreement—Termination Fees" beginning on page 95.

        The guarantor's obligations under the limited guarantee, other than obligations with respect to the costs and expenses incurred in connection with any suit to enforce payment, are subject to a cap of $75 million, plus costs, expenses (including reasonable attorneys' fees) and interest in the event that the Company commences a suit that results in a judgment against Parent for payment of either the Parent termination fee or damages arising from Parent's intentional breach of any of Parent's material representations, warranties, agreements or covenants.


Interests of Certain Persons in the Merger (Page 60)

        When considering the recommendation of our board of directors that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, those of our stockholders generally. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. These interests include acceleration of certain equity awards, potential payments and benefits on a qualifying termination of employment and the payment of retention awards for continued service.


Material U.S. Federal Income Tax Consequences of the Merger (Page 66)

        The exchange of shares of Company common stock for cash in the merger will generally be a taxable transaction to U.S. holders and certain non-U.S. holders for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Company common stock are converted into the right to receive cash in the merger (and a non-U.S. holder that is subject to U.S. income tax on its gain from the merger) will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes) and such holder's adjusted tax basis in such shares. You should read "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 66 for a more detailed discussion of the U.S. federal income tax consequences of the merger to U.S. and non-U.S. holders. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

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Regulatory Approvals and Notices (Page 68)

        Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, has expired or been terminated.

        Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, or the FTC, the merger cannot be completed until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice, or the DOJ, under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on January 22, 2013 and each requested early termination of the waiting period. The request for early termination of the waiting period was granted on and became effective February 1, 2013.

        Additionally, under the merger agreement, the merger cannot be completed until the United Kingdom Nuclear Decommissioning Authority, which we refer to as the NDA, gives its prior written consent to the indirect change of control of EnergySolutions EU Limited. The Company submitted the formal consent application to the NDA on January 21, 2013. The NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement.

        Also, under the merger agreement and under the Atomic Energy Act, as amended, which we refer to as the AEA, the merger cannot be completed until the Nuclear Regulatory Commission, which we refer to as 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 AEA, and which States we refer to as the Agreement States, in each case give their prior written consent to the indirect transfer of control of our NRC and State radiological licenses and permits. All required applications were filed requesting such consent to the indirect transfer of control of the Company's NRC and Agreement State licenses and radiological permits from the NRC and the States of Connecticut, Ohio, South Carolina, Tennessee and Utah. On February 6, 2013, the State of Tennessee issued its consent regarding several licenses held by the Company. However, further consents are still required from the NRC and each of the Agreement States, including Tennessee.

        Finally, if the parties make a filing with the Committee on Foreign Investment in the United States, which we refer to as CFIUS, pursuant to the Defense Protection Act of 1950, which we refer to as Exon-Florio, under the merger agreement, the merger cannot be completed until CFIUS has notified Parent in writing that it has determined not to investigate the transactions contemplated by the merger agreement or, if it has undertaken such an investigation, that it has determined not to take any action or the President of the United States has determined not to take any action. The parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement.


The Merger Agreement (Proposal No. 1) (Page 71)

Treatment of Company Common Stock, Options, Restricted Stock, Performance Share Units, Phantom Share Awards and Phantom Performance Share Units (Page 73)

        At the effective time of the merger:

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Solicitation of Acquisition Proposals (Page 84)

        From and after the end of the period beginning upon the execution of the merger agreement and continuing until 11:59 p.m. New York City time on February 6, 2013, which we refer to as the "go shop" period, until the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, we will not, and we will cause our subsidiaries and our representatives not to, and we will use our reasonable best efforts to cause (subject to any request, instruction or direction from the NDA) Magnox Limited not to:

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        Immediately following the "go shop" period, we will, and we will cause our subsidiaries and representatives to, cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons with respect to an acquisition proposal and to request the immediate return or destruction of all confidential information previously furnished. However, from the end of the "go shop" period, we would have been permitted to continue to engage in solicitation activities and negotiations for 10 days with respect to a bona fide acquisition proposal submitted by a person prior to the conclusion of the "go shop" period that our board of directors determined in good faith to constitute, or to be reasonably likely to lead to, a superior proposal. No such proposals were submitted during the "go shop" period.

        At any time after the expiration of the "go-shop" period and before our stockholders adopt the merger agreement, if (i) any person makes a bona fide written acquisition proposal that did not result from a breach of our obligations under the preceding paragraphs, (ii) such person executes a confidentiality agreement on terms no less favorable to us than the terms of our confidentiality agreement with Energy Capital Partners II, LLC and (iii) (A) our board of directors determines in good faith, based on the information then available and after consultation with its financial advisor and outside legal counsel, that such acquisition proposal either constitutes a superior proposal or would reasonably be expected to lead to a superior proposal, (B) our board of directors determines in good faith (after consultation with outside legal counsel) that it is necessary to take such actions in order to comply with its fiduciary duties under applicable law, (C) we or our board of directors gives Parent prior notice of such determinations and (D) all information or data to be provided to such person has either been previously provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such person, then we may provide non-public information concerning us and our subsidiaries and engage or participate in any discussions or negotiations with such persons with respect to such bona fide written acquisition proposal, so long as we comply with certain terms of the merger agreement.

        At any time before the merger agreement is adopted by our stockholders, if our board of directors determines in good faith and after consultation with its financial advisor and outside legal counsel, after giving effect to all adjustments offered by Parent and Merger Sub to the per share merger consideration, that an acquisition proposal it has received is a superior proposal and that it is necessary to take action in order to comply with its fiduciary duties under applicable law, then we may take actions including to effect a Company adverse recommendation change or terminate the merger agreement and enter into any acquisition, merger or similar agreement with respect to such superior proposal, so long as we comply with certain terms of the merger agreement, including paying a termination fee to Energy Capital Partners Management II, LP or its designee. See "The Merger Agreement—Termination Fees" beginning on page 95. Also, at any time prior to the time our stockholders adopt the merger agreement, our board of directors may effect a Company adverse recommendation change in response to an intervening event if it determines in good faith, after consultation with outside counsel, that it is necessary to take action in order to comply with its fiduciary duties under applicable law.

Conditions to the Merger (Page 91)

        The respective obligations of the Company, Parent and Merger Sub to consummate the merger are subject to the satisfaction or waiver of certain customary conditions, including the adoption of the merger agreement by our stockholders, the expiration or termination of the waiting period under the

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HSR Act and the receipt of regulatory approvals from the NRC, the Agreement States and the NDA, the absence of any restraining orders, injunctions or other legal restraints prohibiting the merger, the accuracy of the representations and warranties of the parties, compliance by the parties with their respective obligations under the merger agreement and, if the parties have made a filing with CFIUS pursuant to Exon-Florio, the determination of CFIUS or the President of the United States not to take any action. The parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement. As described above, early termination of the waiting period under the HSR Act was granted and became effective on February 1, 2013 and the NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement. The obligation of Parent and Merger Sub to consummate the merger is also subject to the absence of any event, change or occurrence that has had, individually or in the aggregate, a Company material adverse effect, as described under "The Merger Agreement—Representations and Warranties" beginning on page 78.

Termination (Page 93)

        We and Parent may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by our stockholders.

        Subject to certain exceptions, either Parent or we may also terminate the merger agreement at any time prior to the effective time of the merger if:

        Subject to certain exceptions, we may also terminate the merger agreement if:

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        Subject to certain exceptions, Parent may also terminate the merger agreement if:

Termination Fees (Page 95)

        If the merger agreement is terminated in certain circumstances described under "The Merger Agreement—Termination Fees" beginning on page 95:

Remedies (Page 98)

        The parties are entitled to specific performance, including an injunction to prevent breaches of the merger agreement and to enforce specifically the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity. However, the merger agreement sets forth

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certain conditions to our ability to obtain specific performance to cause (i) the equity financing for the merger to be funded and (ii) Parent and Merger Sub to use reasonable best efforts to enforce the terms of the debt commitment letter.

        If Parent or Merger Sub, on the one hand, or we, on the other hand, intentionally breach the merger agreement prior to the termination of the merger agreement, the breaching party will be liable to the other parties for actual damages up to the capped damages of $75 million, plus interest and attorneys' fees in certain cases if all of the conditions to the closing of the merger described under "The Merger Agreement—Conditions to the Merger" on page 91 have been satisfied, other than those conditions that by their nature are to be satisfied by actions taken at the closing.

        The parties to the merger agreement may simultaneously pursue a grant of specific performance, payment of damages incurred as a result of intentional breach and the payment of the respective termination fee or Parent termination fee by the other party. However, no party will be permitted or entitled to receive more than one of the following remedies: (i) a grant of specific performance, (ii) payment of the respective termination fee or Parent termination fee by the other party and (iii) a recovery of damages for intentional breach in an amount not to exceed the capped damages of $75 million, plus interest and attorneys' fees in certain cases.


Market Price Data and Dividend Information (Page 101)

        The closing price of Company common stock on the New York Stock Exchange, which we refer to as the NYSE, on January 4, 2013, the last trading day prior to the public announcement of the merger agreement, was $3.44 per share of Company common stock. On [                              ], the most recent practicable date before this proxy statement was mailed to our stockholders, the closing price for Company common stock on the NYSE was [                ] per share of Company common stock. You are encouraged to obtain current market quotations for Company common stock in connection with voting your shares of Company common stock.


EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation (Proposal No. 3) (Page 105)

        In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable to our named executive officers in connection with the merger, the value of which is set forth in the table included in the section of this proxy statement entitled "The Merger—Specified Compensation that may Become Payable to Our Named Executive Officers in Connection with the Merger" beginning on page 63. As required by Section 14A of the Exchange Act, we are asking our stockholders to vote on the adoption of the following resolution:

        The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to approve the merger. Accordingly, our stockholders may vote to approve the executive compensation and vote not to approve the merger and vice versa. Because the vote is advisory in nature only, it will not be binding on us. Accordingly, because we are contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto and any future amendments thereto, regardless of the outcome of the advisory vote. Additional information about this advisory vote is provided in the section of this proxy statement entitled "EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation (Proposal No. 3)" beginning on page 105.

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        The board of directors unanimously recommends that you vote "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.


Appraisal Rights (Page 106)

        Under Delaware law, holders of our common stock who follow certain specified procedures and who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares of our common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they comply with all requirements of Delaware law (including Section 262 of the General Corporation Law of the State of Delaware, which we refer to as the DGCL, the text of which can be found in Annex C of this proxy statement), which are summarized in this proxy statement. This appraisal amount could be more than, the same as or less than the merger consideration. Any holder of our common stock intending to exercise appraisal rights, among other things, must submit a written demand for an appraisal to us prior to the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your ability to seek and obtain appraisal rights.


Delisting and Deregistration of Company Common Stock (Page 110)

        If the merger is completed, Company common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. As such, we would no longer file periodic reports with the Securities and Exchange Commission, which we refer to as the SEC, on account of Company common stock, but we may be subject to certain continued reporting requirements with respect to our 10.75% Senior Notes due 2018.


QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the special meeting and the merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the "Summary" and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under "Where You Can Find More Information," beginning on page 113.

Q.
What is the proposed transaction and what effects will it have on the Company?

A.
The proposed transaction is the acquisition of the Company by Parent pursuant to the merger agreement. If the proposal to adopt the merger agreement is approved by our stockholders and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company being the surviving corporation. As a result of the merger, the Company will become a subsidiary of Parent and will no longer be a publicly held corporation, and you will no longer have any interest in our future earnings or growth. In addition, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC on account of the Company common stock, but we may be subject to certain continued reporting requirements with respect to our 10.75% Senior Notes due 2018.

Q.
What will I receive if the merger is completed?

A.
Upon completion of the merger, you will be entitled to receive the per share merger consideration of $3.75 in cash, without interest, less any required tax withholding, for each share of Company

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Q.
How does the per share merger consideration of $3.75 in cash compare to the market price of Company common stock prior to announcement of the merger?

A.
The per share merger consideration of $3.75 in cash represents a premium of approximately 20% to the average closing share price of Company common stock during the 30-day trading period ended on January 4, 2013, the last trading day prior to the public announcement of the merger agreement, and a premium of approximately 9% to the closing share price of Company common stock on January 4, 2013.

Q.
After the merger is completed, how will I receive the cash for my shares?

A.
Promptly after the merger is completed, the paying agent appointed by Parent and approved by the Company will mail written instructions on how to exchange your Company common stock certificates for the per share merger consideration, without interest, less any required tax withholding. You will receive cash for your shares from the paying agent after you comply with these instructions, unless you have properly exercised and not withdrawn your appraisal rights under the DGCL with respect to such shares.

Q.
What will be the consequences of the merger to the Company's directors and officers?

A.
A number of the Company's directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of the Company stockholders generally. These interests include acceleration of certain equity awards, potential payments and benefits on a qualifying termination of employment and the payment of retention awards for continued service.
Q.
Who will be the directors of the Company if the merger is completed?

A.
If the merger is completed, the Company's board of directors following the completion of the merger will be composed of the directors of Merger Sub at the effective time of the merger and all directors of the Company immediately prior to the completion of the merger will cease to be Company directors as of the time of the completion of the merger.

Q:
Who will be the executive officers of the Company if the merger is completed?

A:
The officers of the Company immediately following the completion of the merger will remain the same as the officers of the Company immediately prior to the completion of the merger.

Q:
How will I receive the cash if I have lost my stock certificate?

A:
If your stock certificate is lost, stolen or destroyed, you must deliver an affidavit and may be required by Parent to post a bond as indemnity against any claim that may be made with respect to such certificate prior to receiving the per share merger consideration, without interest, less any required tax withholding.

Q.
How does the board of directors recommend that I vote?

A.
The board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or

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Q.
When do you expect the merger to be completed?

A.
We are working toward completing the merger as quickly as possible, and we anticipate that the merger will be completed between the second and third quarters of 2013, subject to the satisfaction or waiver of all closing conditions. However, the exact timing of the completion of the merger cannot be predicted. In order to complete the merger, we must obtain stockholder approval for the merger agreement and the closing conditions under the merger agreement must be satisfied or waived. See "The Merger Agreement—Conditions to the Merger" beginning on page 91 of this proxy statement.

Q.
What governmental and regulatory approvals are required?

A.
Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the HSR Act has expired or been terminated. Also, under the merger agreement, the merger cannot be completed until the NDA gives its prior written consent to the indirect change of control of EnergySolutions EU Limited. Early termination of the waiting period under the HSR Act was granted on and became effective February 1, 2013, and the NDA, in a letter dated January 24, 2013, gave its consent to the change of control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement.
Q.
What happens if the merger is not completed?

A.
If the merger agreement is not adopted by the stockholders of the Company or if the merger is not completed for any other reason, the stockholders of the Company will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company will remain an independent public company, and the Company's common stock will continue to be listed and traded on the NYSE. Under specified circumstances, the Company may be required to pay to Energy Capital Partners Management II, LP (or its designee), or may be entitled to receive from Parent, a fee or expense reimbursement with respect to the termination of the merger agreement, as described under "The Merger Agreement—Termination Fees" beginning on page 95 and under "The Merger Agreement—Expenses" beginning on page 97.

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Q.
Is the merger expected to be taxable to me?

A.
Yes. The exchange of shares of Company common stock for cash pursuant to the merger will generally be a taxable transaction to U.S. holders (and certain non-U.S. holders) for U.S. federal income tax purposes. If you are a U.S. holder (or a non-U.S. holder whose gain from the merger is subject to U.S. income tax) and your shares of Company common stock are converted into the right to receive cash in the merger, you will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before deduction of any applicable withholding taxes) and your adjusted tax basis in your shares of Company common stock. You should read "The Merger—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 66 for a more detailed discussion of the U.S. federal income tax consequences of the merger to U.S. and non-U.S. holders. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

Q.
Why am I receiving this proxy statement and proxy card or voting instruction form?

A.
You are receiving this proxy statement and proxy card or voting instruction form because you owned shares of Company common stock as of the record date, which entitles you to receive notice of, and to vote at, the special meeting. This proxy statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Company common stock with respect to such matters.

Q.
When and where is the special meeting?

A.
The special meeting of stockholders of the Company will be held on April 5, 2013 at 9:00 a.m., local time, at 525 University Avenue, Suite 1400, Palo Alto, CA 94301.

Q.
What am I being asked to vote on at the special meeting?

A.
You are being asked to consider and vote on a proposal to adopt the merger agreement that provides for the acquisition of the Company by Parent, a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement and a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger, which we refer to as the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

Q.
What vote is required for the Company's stockholders to approve the proposal to adopt the merger agreement?

A.
The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. Because the affirmative vote required to approve the proposal to adopt the merger agreement is based upon the total number of outstanding shares of Company common stock, if you fail to submit a proxy or vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

Q.
What vote is required for the Company's stockholders to approve the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation?

A.
Assuming a quorum is present, the adoption of the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation requires the affirmative vote of holders of a majority of the

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Q.
What will happen if the Company's stockholders do not approve the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation?

A.
The vote on the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation is a vote separate and apart from the vote to approve the merger agreement. You may vote for this proposal and against adoption of the merger agreement, or vice versa. Because the vote on this proposal is advisory only, it will not be binding on the Company.

Q.
What vote of our stockholders is required to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies?

A.
Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Company common stock entitled to vote thereon, present and voting, in person or represented by proxy on the matter at the special meeting. Abstaining will have the same effect as a vote "AGAINST" the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies. If you fail to submit a proxy or to vote in person at the special meeting or if your shares of Company common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock, your shares of Company common stock will not be voted, but this will not have an effect on the proposal to adjourn the special meeting.

Q.
Who can vote at the special meeting?

A.
All of our holders of Company common stock of record as of the close of business on [                            ], 2013, the record date for the special meeting, are entitled to receive notice of, and to vote at, the special meeting. Each holder of Company common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Company common stock that such holder owned as of the record date. If you are a beneficial owner of Company common stock, in order to vote those shares at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.

Q.
Who is entitled to attend the special meeting?

A.
Please note that space limitations make it necessary to limit attendance at the special meeting to stockholders as of the record date (or their authorized representatives). If your shares are held by a bank or broker, please bring to the special meeting your statement evidencing your beneficial ownership of our common stock as of the record date. Please note that, if your shares are held by a bank or broker, even if you bring your statement evidencing your beneficial ownership as of the record date, you will not be able to vote your shares at the special meeting unless you provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. All stockholders should also bring photo identification.

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Q.
What is a quorum?

A.
The holders of a majority of the voting power of the issued and outstanding shares of the capital stock of the Company entitled to vote thereat, present in person or represented by proxy, at the special meeting constitutes a quorum for the purposes of the special meeting.

Q.
How do I vote?

A.
If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the below choices are available to you. Please note that if you are a beneficial owner and wish to vote those shares in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting.
Q.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A.
If you own shares of Company common stock that are registered directly in your name with our transfer agent, ComputerShare Limited, you are considered, with respect to those shares of Company common stock, as the "stockholder of record." This proxy statement and your proxy card have been sent directly to you by the Company.

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Q.
If my shares of Company common stock are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee vote my shares of Company common stock for me?

A.
Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Company common stock. If you do not instruct your bank, brokerage firm or other nominee to vote your shares of Company common stock, your shares of Company common stock will not be voted and the effect will be the same as a vote "AGAINST" the proposal to adopt the merger agreement, and your shares of Company common stock will not have an effect on the other proposals.

Q.
How can I change or revoke my vote?

A.
You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, at 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, or by attending the special meeting and voting in person.

Q.
What is a proxy?

A.
A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of Company common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of Company common stock is called a "proxy card." We have designated David J. Lockwood and Russ G. Workman, and each of them, with full power of substitution, as proxies for the special meeting.

Q.
If a stockholder gives a proxy, how are the shares of Company common stock voted?

A.
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

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Q.
What do I do if I receive more than one proxy or set of voting instructions?

A.
If you also hold shares directly as a record holder, in "street name," or otherwise through a nominee, you may receive more than one proxy and/or set of voting instructions relating to the special meeting.
Q.
What happens if I sell my shares of Company common stock before the special meeting?

A.
The record date for stockholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the consummation of the merger. If you transfer your shares of Company common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies the Company in writing of such special arrangements, you will retain your right to vote such shares at the special meeting but will transfer the right to receive the per share merger consideration to the person to whom you transfer your shares.

Q.
What do I need to do now?

A.
We urge you to carefully read this proxy statement in its entirety, including its annexes, and to consider how the merger would affect you. Even if you plan to attend the special meeting, after carefully reading and considering the information contained in this proxy statement, please vote promptly to ensure that your shares are represented at the special meeting. If you hold your shares of Company common stock in your own name as the stockholder of record, please vote your shares of Company common stock by (i) completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope, (ii) using the telephone number printed on your proxy card or (iii) using the Internet voting instructions printed on your proxy card. If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Q.
Should I send in my stock certificates now?

A.
No. You will be sent a letter of transmittal promptly, and in any event within five business days, after the completion of the merger, describing how you may exchange your shares of Company common stock for the per share merger consideration. If your shares of Company common stock are held in "street name" by your bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Company common stock in exchange for the per share merger consideration. Please do NOT return your stock certificate(s) with your proxy.

Q.
Will a proxy solicitor be used?

A.
The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree M&A Incorporated a fee of approximately $20,000 in addition to customary charges for each call made to or received from stockholders of the Company. The Company will reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses and will indemnify Innisfree M&A Incorporated and its affiliates against certain claims, liabilities, losses, damages and expenses.

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Innisfree M&A Incorporated
501 Madison Avenue—20th floor
New York, NY 10022

Banks and Brokers Call: (212) 750-5833
Stockholders Call Toll Free: (877) 825-8971

Q.
Who can help answer my other questions?

A.
If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of Company common stock, or need additional copies of the proxy statement or the enclosed proxy card, please call Innisfree M&A Incorporated, our proxy solicitor, toll-free at (877) 825-8971.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us, contain statements that, in our opinion, may 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. The words such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "project," "estimate," "will," "may," "should," "future," "predicts," "potential," "continue" and similar expressions identify these forward-looking statements, which appear in a number of places in this proxy statement (and the documents to which we refer you in this proxy statement) and include, but are not limited to, all statements relating directly or indirectly to the timing or likelihood of completing the merger to which this proxy statement relates, plans for future growth and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections.

        The following factors, among others, could cause our actual results to differ materially from those described in these forward-looking statements:

Additional information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as the same may be amended from time to time. Our SEC filings are available publicly on the SEC's website at www.sec.gov, on our website at www.energysolutions.com or upon request from our Investor Relations Department at ir@energysolutions.com. We disclaim any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.

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PARTIES TO THE MERGER

The Company

EnergySolutions, Inc.
423 West 300 South, Suite 200
Salt Lake City, Utah 84101
(801) 649-2000

        The Company is a Delaware corporation with its headquarters in Salt Lake City, Utah. The Company is a leading provider of a broad range of nuclear services to government and commercial customers who rely on our expertise to address their needs throughout the lifecycle of their nuclear operations. For more information about the Company, please visit our website at http://www.energysolutions.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. See also "Where You Can Find More Information," beginning on page 113. Our common stock is publicly traded on the NYSE under the symbol "ES."


Parent

Rockwell Holdco, Inc.
51 John F. Kennedy Parkway, Suite 200
Short Hills, NJ 07078
(973) 671-6100

        Rockwell Holdco, Inc., or Parent, is a Delaware corporation that was formed by Energy Capital Partners II, LP and its parallel funds, which we refer to collectively as Energy Capital Partners, solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Parent has not engaged in any business except for activities incidental to its formation and as contemplated by the merger agreement.

        Energy Capital Partners, together with its affiliated funds, is a private equity firm with over $7.5 billion of capital commitments under management and is focused on investing in North America's energy infrastructure. Upon completion of the merger, the Company will be a direct, wholly owned subsidiary of Parent.


Merger Sub

Rockwell Acquisition Corp.
51 John F. Kennedy Parkway, Suite 200
Short Hills, NJ 07078
(973) 671-6100

        Rockwell Acquisition Corp., or Merger Sub, is a Delaware corporation that was formed by Parent solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Upon completion of the merger, Merger Sub will merge with and into the Company and cease to exist.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held on April 5, 2013 at 9:00 a.m., local time, at 525 University Avenue, Suite 1400, Palo Alto, California 94301, or at any postponement or adjournment thereof. At the special meeting, holders of common stock of the Company, par value $0.01 per share, which we refer to as Company common stock, will be asked to approve the proposal to adopt the merger agreement, to approve the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement and to approve the proposal to approve, in an advisory (non-binding) vote, the compensation that may be payable to our named executive officers in connection with the merger, which we refer to as the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        Our stockholders must approve the proposal to adopt the merger agreement in order for the merger to occur. If our stockholders fail to approve the proposal to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached as Annex A to this proxy statement, and we encourage you to read it carefully in its entirety.


Record Date and Quorum

        We have fixed the close of business on [                        ], 2013 as the record date for the special meeting, and only holders of record of Company common stock on the record date are entitled to vote at the special meeting. You are entitled to receive notice of, and to vote at, the special meeting if you owned shares of Company common stock at the close of business on the record date. On the record date, there were [                        ] shares of Company common stock outstanding and entitled to vote. Each share of Company common stock entitles its holder to one vote on all matters properly coming before the special meeting.

        The holders of a majority of the voting power of the issued and outstanding shares of the Company entitled to vote thereat, present in person or represented by proxy, will constitute a quorum for the transaction of business at the special meeting. Shares of Company common stock for which a stockholder directs an "abstention" from voting, as well as "broker non-votes" (as described below), will be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the special meeting. Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.


Attendance

        Only stockholders of record or their duly authorized proxies have the right to attend the special meeting. To gain admittance, you must present valid government-issued photo identification, such as a driver's license or passport. If your shares of Company common stock are held through a bank, brokerage firm or other nominee, please bring to the special meeting a copy of your brokerage statement evidencing your beneficial ownership of Company common stock and valid government-issued photo identification. In addition, if you are a beneficial owner of Company common stock, in order to vote those shares at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the special meeting. If you are the representative of a corporate or institutional stockholder, you must present valid government-issued photo identification along with

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proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the special meeting.


Vote Required

        Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. For the proposal to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not be counted as votes cast in favor of the proposal to adopt the merger agreement but will count for the purpose of determining whether a quorum is present. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, it will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Approval of the proposal to adjourn the special meeting, if necessary or appropriate, for the purpose of soliciting additional proxies requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Company common stock entitled to vote thereon, present and voting, in person or represented by proxy on the matter at the special meeting. For the proposal to adjourn the special meeting, if necessary or appropriate, you may vote FOR, AGAINST or ABSTAIN. For purposes of this proposal, abstentions will be counted in tabulating the votes cast and will have the same effect as a vote "AGAINST" the proposal. Broker non-votes will not be counted in tabulating the votes cast, and will not have an effect on the proposal to adjourn the special meeting. If you fail to submit a proxy or vote in person at the special meeting, the shares of Company common stock not voted will not be counted in respect of, and will not have an effect on, the proposal to adjourn the special meeting.

        Assuming a quorum is present, approval of the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation requires the affirmative vote of holders of a majority of the voting power of the issued and outstanding shares of Company common stock entitled to vote thereon, present and voting, in person or represented by proxy on the matter at the special meeting. For the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation, you may vote FOR, AGAINST or ABSTAIN. For purposes of this proposal, abstentions will be counted in tabulating the votes cast and will have the same effect as a vote "AGAINST" the proposal. Broker non-votes will not be counted in tabulating the votes cast, and will not have an effect on the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation. If you fail to submit a proxy or vote in person at the special meeting, the shares of Company common stock not voted will not be counted in respect of, and will not have an effect on, the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        If your shares of Company common stock are registered directly in your name with our transfer agent, ComputerShare Limited, you are considered, with respect to those shares of Company common stock, the "stockholder of record." This proxy statement and proxy card have been sent directly to you by the Company.

        If your shares of Company common stock are held through a bank, brokerage firm or other nominee, you are considered the "beneficial owner" of shares of Company common stock held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Company common stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

        Under the rules of the NYSE, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on "routine" proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms or other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the

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proposal to adopt the merger agreement or the EnergySolutions Advisory (Non-Binding) Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares of Company common stock, banks, brokerage firms or other nominees are not empowered to vote those shares of Company common stock on non-routine matters, which we refer to generally as broker non-votes. Broker non-votes will not be voted on non-routine matters and will not be counted in determining the number of shares necessary for approval of these matters, although they will count for purposes of determining whether a quorum exists. However, because the approval of the merger agreement requires the approval of a majority of all outstanding shares, a broker non-vote will have the same effect as a vote "AGAINST" that proposal.

        If you are a stockholder of record, you may vote those shares at the special meeting in any of the following ways:

        If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Company common stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote those shares in person at the special meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee.

        A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Company common stock and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that if you vote over the telephone or Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

        Please refer to the instructions on your proxy or voting instruction card to determine the deadlines for voting over the Internet or by telephone. If you choose to vote by mailing a proxy card, your proxy card must be filed with our Corporate Secretary by the time the special meeting begins. Please do not send in your stock certificates with your proxy card. After the merger is completed, a separate letter of transmittal will be mailed to you that will enable you to receive the per share merger consideration in exchange for your stock certificates.

        If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, or your proxies, will vote your shares of Company common stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

        If you properly sign your proxy card but do not mark the boxes showing how your shares of Company common stock should be voted on a matter, the shares of Company common stock represented by your properly signed proxy will be voted "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

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        If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated, the Company's proxy solicitor, toll-free at (877) 825-8971.

        It is important that you vote your shares of Company common stock promptly. Whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. Stockholders who attend the Special Meeting may revoke their proxies by voting in person.

        As of [                        ], 2013, the record date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [                        ] shares of Company common stock, representing [            ]% of the outstanding shares of Company common stock on the record date. The directors and executive officers have informed the Company that they currently intend to vote all of their shares of Company common stock "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.


Proxies and Revocation

        Any stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the special meeting. If your shares of Company common stock are held in "street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of Company common stock using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the special meeting, or do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, your shares of Company common stock will not be voted on the proposal to adopt the merger agreement, which will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement, but will not have an effect on approval of the proposal to adjourn the special meeting or the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.

        You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting at a later date through any of the methods available to you, by giving written notice of revocation to our Corporate Secretary, which must be filed with our Corporate Secretary at 423 West 300 South, Suite 200, Salt Lake City, Utah 84101 by the time the special meeting begins, or by attending the special meeting and voting in person. If your shares of Company common stock are held in "street name" by your bank, brokerage firm or other nominee, please follow the instructions you receive from you bank, brokerage firm or other nominee to change your vote.


Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies as described in this proxy statement under the heading "Authority to Adjourn the Special Meeting (Proposal No. 2)," if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or if a quorum is not present at the special meeting. Other than an announcement to be made at the special meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company's stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting that was adjourned or postponed.

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Anticipated Date of Completion of the Merger

        We are working toward completing the merger as soon as possible. Assuming timely satisfaction of necessary closing conditions, including regulatory approvals and the approval by our stockholders of the proposal to adopt the merger agreement, we anticipate that the merger will be completed between the second and third quarters of 2013.


Rights of Stockholders Who Seek Appraisal

        Stockholders are entitled to appraisal rights under the DGCL in connection with the merger. This means that you are entitled to have the fair value of your shares of Company common stock determined by the Delaware Court of Chancery and to receive a payment based on that valuation. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the merger agreement.

        To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement and you must not vote in favor of the proposal to adopt the merger agreement. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See "Appraisal Rights" beginning on page 106 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex C to this proxy statement. If you hold your shares of Company common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.


Solicitation of Proxies; Payment of Solicitation Expenses

        The Company has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies for the special meeting. The Company estimates that it will pay Innisfree M&A Incorporated a fee of approximately $20,000 in addition to customary charges for each call made to or received from stockholders of the Company. The Company will reimburse Innisfree M&A Incorporated for reasonable out-of-pocket expenses and will indemnify Innisfree M&A Incorporated and its affiliates against certain claims, liabilities, losses, damages and expenses. Energy Capital Partners is utilizing Mackenzie Partners, Inc. to advise on proxy solicitation matters and may participate in soliciting proxies for the special meeting from our stockholders and will bear the entire cost of their solicitations, except to the extent that the Company is required to reimburse such costs to Energy Capital Partners Management II, LP or its designee in the circumstances specified in this proxy statement beginning on page 97 under the heading "The Merger Agreement—Expenses." The Company may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Company common stock for their expenses in forwarding soliciting materials to beneficial owners of Company common stock and in obtaining voting instructions from those owners. Directors, officers and employees of ours and Energy Capital Partners may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.


Householding

        The SEC rules permit us, with your permission (including, in certain circumstances, your implied permission), to send a single proxy statement to any household at which two or more stockholders reside if we believe that they are members of the same family. Each stockholder will continue to receive a separate proxy card. This procedure, known as householding, reduces the volume of duplicate information you receive and helps to reduce our expenses. In order to take advantage of this opportunity, we have delivered only one proxy statement to multiple stockholders who share an

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address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. If you prefer to receive separate copies of a proxy statement, either now or in the future, you can request a separate copy of the proxy statement by calling us at (801) 649-2000 or by writing to us at any time at the following address: EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, Attn: Corporate Secretary. Additionally, stockholders sharing an address can request delivery of a single copy of the proxy statement if they are receiving multiple copies of the proxy statement by calling us at (801) 649-2000 or by writing to us at any time at the following address: EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, Attn: Corporate Secretary.


Questions and Additional Information

        If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call Innisfree M&A Incorporated, the Company's proxy solicitor, toll-free at (877) 825-8971.

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THE MERGER

        This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A. You should read the entire merger agreement carefully as it is the legal document that governs the merger.


General

        The merger agreement provides that Merger Sub will merge with and into the Company. The Company will be the surviving corporation in the merger and will continue to do business following the merger. As a result of the merger, the Company will cease to be a publicly traded company. If the merger is completed, you will not own any shares of the capital stock of the surviving corporation.

        In the merger, each outstanding share of Company common stock (except for shares of Company common stock held in the treasury of the Company immediately prior to the effective time of the merger, shares owned by Parent, Merger Sub, any affiliates of Parent or any subsidiary of the Company and shares owned by stockholders of the Company who have properly demanded appraisal rights, which we refer to collectively as the excluded shares) will be converted into the right to receive $3.75 in cash, which amount we refer to as the per share merger consideration, without interest, less any required tax withholding.


Background of the Merger

        As part of their ongoing management and oversight of our business, the board of directors and senior management regularly review and discuss the Company's business, strategic direction, performance, risks, opportunities, long range plans, capitalization and debt leverage with a view toward actions that will increase stockholder value. In the course of these discussions, the board and senior management have also discussed and reviewed various strategic alternatives, including our prospects as an independent company, possible reorganizations of our corporate group, strategic partnerships and joint ventures with third parties, equity investments by strategic partners in the Company, refinancing or reducing our debt, asset sales to improve our balance sheet and reduce our leverage ratio and potential acquisitions or business combinations that could complement and enhance the Company's competitive strengths and strategic positions.

        On February 4, 2011, Party A and Party B, both private equity groups, jointly contacted our board of directors and management regarding a potential acquisition of the Company. In response, on February 16, 2011, our board of directors formed a special committee to evaluate offers for strategic proposals with the Company. This special committee consisted of directors Steven R. Rogel, J. Barnie Beasley, Jr. and David J. Lockwood (who at that point was not our CEO). On March 16, 2011, we and Party A entered into a non-disclosure agreement to allow our management to share non-public information with them to explore possible strategic alternatives for the Company. On March 29, 2011, representatives of Party A and Party B jointly met with our management and the special committee to discuss a potential acquisition of the Company. On April 4, 2011, Party A and Party B jointly approached our board of directors with a non-binding preliminary indication of interest regarding a potential acquisition of the Company at between $7.50 and $9.00 per share, subject to satisfactory completion of due diligence. On this date, our common stock closed at a per-share price of $5.48. In response, our special committee determined to engage a financial advisor in connection with this indication of interest and the Company's strategic review process. After interviewing three investment banking firms, the special committee engaged Goldman, Sachs & Co., who we refer to as Goldman Sachs, as financial advisors, due to its knowledge of the industry and proposed team. The special committee also hired Skadden, Arps, Slate, Meagher & Flom LLP, who we refer to as Skadden Arps, as legal advisors, to advise in connection with this proposal and the Company's strategic review process.

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        On April 18, 2011, at a meeting of the special committee, Goldman Sachs preliminarily reviewed the Company's strategic alternatives, including the proposal from Party A and Party B.

        On April 26, 2011, our board of directors held a meeting. At the meeting, our special committee updated the board of directors regarding the indication of interest that the Company had received and notified the board of directors that the special committee had decided to engage Goldman Sachs as a financial advisor in connection with the indication of interest and the Company's strategic review process. Following this engagement, representatives of Goldman Sachs and Party A had discussions regarding timing and process on several occasions.

        On May 25, 2011, our board of directors held a meeting. At the meeting, Goldman Sachs presented to our board of directors an update regarding our management's strategic plan and the Company's strategic alternatives. Also on this date, Skadden Arps made a presentation to the board of directors at the request of our special committee, including a review of fiduciary duties and the role of the special committee.

        On June 21, 2011, at a meeting of our board of directors, Goldman Sachs reviewed its preliminary financial analysis of the Company.

        On July 18, 2011, representatives of Party A and Party B met with our management and representatives of Goldman Sachs regarding a potential acquisition of the Company. Party A and Party B expressed their continued interest and requested further information.

        On July 19, 2011, our board of directors held a meeting. At the meeting, the special committee updated our board of directors on the status of the preliminary non-binding indication of interest from Party A and Party B and the meeting between them and our management.

        On July 29, 2011, our board of directors held a meeting. At the meeting, the board of directors, on the recommendation of our special committee, authorized Goldman Sachs to contact Party C, Party D, and Party E, each private equity groups, and Party F, a strategic party. Throughout the process described in this section, the strategic parties we identified and contacted consisted of persons in the nuclear services industry with the financial resources to engage in a potential strategic transaction, and the private equity groups we identified and contacted consisted of groups we believed were interested in and/or with experience in the energy sector and had the financial resources to engage in a potential strategic transaction. Promptly following this meeting, representatives of Goldman Sachs contacted each of Party C, Party D, Party E and Party F to discuss a potential acquisition of the Company.

        On August 5, 2011, we entered into non-disclosure agreements with both Party E and Party D in connection with their respective evaluations of a possible strategic transaction with us. On August 9, 2011, we entered into non-disclosure agreements with both Party C and Party F in connection with their respective evaluations of a possible strategic transaction with us.

        On August 8, 2011, our special committee held a meeting. At the meeting, our management and representatives of Goldman Sachs updated the special committee on the status of our strategic review process and contacts with potential bidders.

        On August 12, 2011, we received a revised, non-binding proposal from Party A to acquire the Company for $7.50 to $8.00 per share, which we understand reflected Party A's view of the Company in light of Party A's ongoing review of our business and the state of the financing market at the time, and which proposal was subject to Party A's satisfactory completion of due diligence. On this date, our common stock closed at a per-share price of $3.38.

        On August 23, 2011, our management and representatives of Goldman Sachs met with representatives of Party C and Party D, and on August 25, 2011, with representatives of Party E, regarding a potential acquisition of the Company.

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        On August 29, 2011, our special committee held a meeting. At the meeting, our management and representatives of Goldman Sachs updated the special committee on the status of our strategic review process and contacts with potential bidders.

        On September 8, 2011, our management and representatives of Goldman Sachs met with representatives of Party F regarding a potential acquisition of the Company.

        At the Company's request, Goldman Sachs had asked the four additional potential bidders, Party C, Party D, Party E and Party F, to submit their first round proposals by September 14, 2011, but by September 20, 2011 all four parties notified Goldman Sachs that they had decided not to pursue an acquisition of the Company.

        On September 20 and 21, 2011, our board of directors held meetings. At the meetings, our board of directors authorized Goldman Sachs to contact two additional potential bidders, Energy Capital Partners and Party G, both private equity groups. The special committee and Goldman Sachs also presented to the board of directors on the status of the strategic process. Our board of directors also discussed strategic alternatives other than a sale of the Company. Representatives of Goldman Sachs contacted Party G on September 23, 2011 and Energy Capital Partners on September 26, 2011.

        On October 4, 2011, we and Party G, a private equity group, entered into a non-disclosure agreement in connection with their evaluation of a possible strategic transaction with us.

        On October 14, 2011, we and Energy Capital Partners II, LLC entered into a non-disclosure agreement in connection with its evaluation of a possible strategic transaction with us.

        On October 20, 2011, Party G notified Goldman Sachs that it had decided not to pursue a potential acquisition of the Company after reviewing some initial information regarding the Company due to concerns about the Zion project. Also on October 20, 2011, representatives of Goldman Sachs and our management met with representatives of Energy Capital Partners regarding a potential acquisition of the Company.

        On November 4, 2011, Energy Capital Partners submitted a preliminary non-binding proposal to acquire the Company for $5.10 to $5.60 per share, which was based on the limited information provided to, and the limited due diligence performed by, Energy Capital Partners at that time. The proposal was subject to approval by Energy Capital Partners' investment committee, satisfactory completion of its due diligence and negotiation of acquisition terms. On this date, our common stock closed at a per-share price of $3.69.

        On November 11, 2011, Goldman Sachs notified Energy Capital Partners that, based on its November 4 non-binding proposal, Energy Capital Partners would be invited to pursue further due diligence on the Company. On November 11, 2011, our management received letters from representatives of Party H, a strategic party, and its financial advisor with regard to a non-binding proposal by Party H to invest $100 million in the Company, to be allocated in an unspecified amount between shares of our common stock as well as warrants having an unspecified strike price significantly in excess of the market price. Party H would also issue to the Company a 50% ownership interest in a subsidiary of Party H. Party H's proposal was made with a view toward establishing a joint venture in Europe to target the local nuclear decommissioning market and was subject to negotiation of transaction structure and pricing terms. Between November 11, 2011 and December 27, 2011, representatives of the Company and Goldman Sachs held discussions with Party H to discuss deal terms.

        On November 14, 2011 representatives of Goldman Sachs notified members of our special committee that Party A had indicated to Goldman Sachs that in light of their concerns about the profitability of the Zion project, Party A would not pursue an acquisition of the Company unless another person could be found to acquire the Zion project.

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        On November 21, 2011, in order to address the concerns raised by Party A and facilitate a potential proposal by Party A, our special committee contacted representatives of Party I, a strategic party, to regarding whether Party I would be interested in partnering with Party A on an acquisition of the Company.

        From late November 2011 through March 2012, Energy Capital Partners received business unit presentations, participated in on-site visits with the Company, and held frequent discussions with management.

        On November 30, 2011, our special committee held a meeting. At the meeting, representatives of Goldman Sachs updated the special committee on the status of our strategic review process and contacts with potential bidders. Also on November 30, 2011, our board of directors held a meeting. At the meeting, representatives of Goldman Sachs updated the board of directors on the status of our strategic review process and contacts with potential bidders.

        On December 7 and 8, 2011, representatives of Energy Capital Partners met with our management and representatives of Goldman Sachs regarding due diligence about the Company.

        In December 2011, representatives of Party J, a private equity group, contacted representatives of Goldman Sachs regarding a potential acquisition of the Company.

        On December 23, 2011, the special committee authorized Goldman Sachs to contact Party J regarding a potential strategic transaction with the Company. On January 11, 2012, we and Party J entered into a non-disclosure agreement in connection with their evaluation of a possible strategic transaction with us.

        On December 27, 2011, our management summarized in a memorandum to our board of directors the proposal from Party H, which was to invest a total of $100 million in cash in the Company, consisting of $50 million to purchase shares of our common stock at approximately $3.125 per share, and $50 million to acquire warrants to purchase shares of our common stock, in an amount sufficient to acquire control of the Company and having a strike price of approximately $7.00 per share and an issue price of approximately $0.63 per warrant. Party H would also issue to the Company a 50% ownership interest in a subsidiary of Party H. The proposal was subject to ongoing discussion of a number of business, legal, and regulatory concerns and conditions. On this date, our common stock closed at a per-share price of $3.09.

        On January 5 and 6, 2012, our management and representatives of Goldman Sachs met with representatives of Energy Capital Partners regarding due diligence about the Company.

        In January 2012, representatives of Party I contacted our management to convey that they would not be interested in partnering with Party A to acquire the Company due to concerns about potential liabilities in connection with the Zion project. Subsequently, Party A conveyed to representatives of Goldman Sachs that they were not prepared to proceed without a partner and accordingly would stop discussions with the Company until and unless a partner who would take on the Zion project materialized.

        On January 10, 2012, our special committee held a meeting. At the meeting, our management and representatives of Goldman Sachs updated the special committee on the status of our strategic review process and contacts with potential bidders. The special committee believed that Party H's original proposal could result in significant dilution to our stockholders, and directed management to approach Party H about a potential acquisition of the entire Company. After being contacted by representatives of the Company, Party H indicated that it was not interested in a potential acquisition of the entire Company. In January 2012, representatives of Party H approached our management to discuss its proposal for a transaction, and shortly thereafter, our management contacted Party H to decline Party H's proposal because of concerns raised by Party H's proposed transaction structure.

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        On January 23, 2012, our board of directors held a meeting. At the meeting, our special committee and representatives of Goldman Sachs updated the board of directors regarding the status of our strategic review process. Representatives of Goldman Sachs informed our board of directors that Party A had effectively withdrawn from the strategic transaction process and could no longer be expected to make a proposal, but that Energy Capital Partners had remained interested and had devoted substantial resources to exploring a potential acquisition of the Company. As of January 23, 2012, only Energy Capital Partners and Party J appeared interested in pursuing a potential acquisition of the Company.

        On January 25, 2012, we received an unsolicited call from Party K, a strategic party, regarding a potential strategic transaction. We and Party K entered into a non-disclosure agreement, dated February 17, 2012, in connection with its evaluation of a possible strategic transaction with us.

        On January 30, 2012, our management and representatives of Goldman Sachs met with representatives of Party J via telephone regarding a potential acquisition of the Company.

        On February 22 and 23, our management met with representatives of Energy Capital Partners and Goldman Sachs regarding due diligence about the Company.

        On February 23 and March 13, 2012, our management met with representatives of Party J and Goldman Sachs regarding a potential acquisition of the Company.

        On February 29, 2012, our board of directors held a meeting. At the meeting, representatives of Goldman Sachs updated the board of directors on the Company's strategic process, including the extent to which the bidders had received information regarding the Zion project.

        On March 5, 2012, Party K, acting through its financial advisor, notified Goldman Sachs that they had determined not to pursue a strategic transaction with us.

        On March 23, 2012, our special committee held a meeting. At the meeting, representatives of Goldman Sachs provided the special committee with an update on the strategic transaction process, including that Party J had several follow-up questions regarding the Zion project and indicated that it was struggling to become comfortable with related risks and issues which might lead them to withdraw from the process. Subsequently, Party J told representatives of Goldman Sachs that they had determined not to pursue an acquisition of the Company.

        On April 3, 2012, Energy Capital Partners contacted us to notify us that, following its due diligence investigation and in light of its concerns about the potential long-term liabilities of the Zion project in particular, they were not authorized to make any offer for the Company at any price at that time. However, Energy Capital Partners conveyed to Goldman Sachs that its current view of the Company's value was between $3.50 and $4.00 per share, assuming that the Zion project would break even. On this date, our common stock closed at a per-share price of $4.79.

        On April 12, 2012, our special committee held a meeting. At the meeting, representatives of Goldman Sachs discussed Energy Capital Partners' withdrawal from the process and Energy Capital Partners' expressed reasons for doing so, including operating costs, potential overruns and the amount of money in the nuclear decommissioning trusts associated with the Zion project. In the view of the special committee, the process thus far had failed to produce any actionable proposals, and on the recommendation of the special committee, our board of directors terminated the strategic review process.

        On April 23, 2012, one of the participants in the then-terminated strategic review process, Party E, expressed interest in re-engaging in discussions regarding a potential acquisition of the Company, but this did not lead to an actionable proposal.

        On May 22, 2012, our board of directors held a meeting. At the meeting, in a non-executive session without management or management directors present, Goldman Sachs reviewed with our board of directors the results of the then-terminated strategic review process, including the expressed reasons why potentially interested parties had not made actionable proposals to us. Goldman Sachs noted that many of the bidders expressed concerns about the potential liabilities and risks associated with the Zion project, and following diligence on Zion had withdrawn from the process.

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        On May 31, 2012, representatives of Party L, a strategic party, sent to our management a preliminary non-binding indication of interest in a potential strategic transaction involving the Company's business in the United Kingdom and Europe as well as our government group without an indication of price.

        On June 11, 2012, the Company announced the resignation of its president and chief executive officer, including in his capacity as a director of the Company, and of its chief financial officer. The Company entered into separation agreements with each of these individuals setting forth the terms of their separation from the Company. Also on that date, the board of directors appointed the Company's current president and chief executive officer and executive vice president and chief financial officer. The Company entered into employment agreements with the new management team setting forth the terms of their employment by the Company. In a publicly broadcast question and answer session, the new management team announced that they were reducing the Company's guidance for the 2012 fiscal year from an adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) range of $150 million to $160 million down to a range of $130 million to $140 million, and expressed their understanding of and expectation for future profit margins at the Zion project. On this date, our common stock closed at a per-share price of $1.62.

        In June 2012, the Company directed Goldman Sachs to solicit indications of interest for a potential sale of the Company's business in the United Kingdom and Europe and its government group. This process continued through September 18, 2012, in the case of our business in the United Kingdom and Europe, and November 21, 2012, in the case of our government business, as detailed below, and our management provided extensive due diligence to potential bidders, but ultimately this process did not produce any actionable proposals. In addition to the potential bidders specifically referenced below, at the direction of our board of directors, representatives of Goldman Sachs solicited interest from four strategic parties with respect to the Company's business in the United Kingdom and Europe, and eight strategic parties with respect to the Company's government group. However, none of those discussions progressed beyond that initial approach due to lack of interest on the part of the potential bidders.

        On June 15, 2012, Standard and Poor's downgraded our credit rating from BB- to B.

        On June 19, 2012, representatives of Party L contacted our management about a potential strategic transaction involving the Company's business in the United Kingdom and Europe as well as our government group. On July 10, 2012, we and Party L entered into a non-disclosure agreement in connection with their evaluation of a possible strategic transaction with us.

        On June 22, 2012, our board of directors held a meeting. At the meeting, our management discussed with the board of directors the status of the strategic process related to a possible sale of our business in the United Kingdom and Europe or our government group. On July 5, 2012, representatives of Goldman Sachs contacted Party M, a strategic party, regarding a possible acquisition of the Company's government group as well as our business in the United Kingdom and Europe. We and Party M entered into a non-disclosure agreement on July 18, 2012 in connection with their evaluation of a possible strategic transaction with us.

        In July of 2012, at the direction of our board of directors, representatives of Goldman Sachs contacted Party N and Party O, both strategic parties, regarding a potential acquisition of our government group and of our business in the United Kingdom and Europe. We entered into non-disclosure agreements with each of Party N, Party O and Party L in connection with their evaluation of a possible strategic transaction with us, and our management met with each of them regarding a potential acquisition of our government group as well as our business in the United Kingdom and Europe. On July 11, 2012 our management and representatives of Goldman Sachs met with representatives of Party L regarding a potential acquisition of our government group and of our business in the United Kingdom and Europe. On July 16, 2012, our management met with representatives of Party N and Goldman Sachs regarding a potential acquisition of our government

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group and of our business in the United Kingdom and Europe, and although there were initially some follow-up due diligence contacts, Party N did not submit an indication of interest and withdrew from the process.

        On July 9, 2012, in connection with discussions about partnering with the Company on the Zion project, the Company and Party P entered into a non-disclosure agreement.

        On July 17, 2012, we publicly announced that we were considering the sale of our business in the United Kingdom and Europe. On this date, our common stock closed at a per-share price of $1.73.

        On July 18, 2012, at the direction of our board of directors, representatives of Goldman Sachs contacted Party I about a potential acquisition of our government group. Also on July 18, 2012, representatives of Party M met with our management regarding a potential acquisition of our government group. Party M did not, however, submit an indication of interest. We and Party I entered into a non-disclosure agreement on July 31, 2012 in connection with their evaluation of a possible strategic transaction with us.

        On July 20, representatives of the Company met with Party P to discuss potentially partnering with the Company in connection with the Zion project.

        On July 20, 2012, our board of directors held a meeting. At the meeting, our management updated our board of directors on the status of the strategic process for the potential sale of our business in the United Kingdom and Europe, including possible bidders and the timeline. On July 25, 2012, Party R, a strategic party, contacted the Company's management about a potential acquisition of our government group.

        On July 26, representatives of the Company met with Party K to discuss potentially partnering with the Company in connection with the Zion project.

        On July 31, 2012 our management and representatives of Goldman Sachs met with representatives of Party O regarding a potential acquisition of our government group and of our business in the United Kingdom and Europe.

        In August 2012, representatives of the Company met twice with Party M and once with Party Q to discuss potentially partnering with the Company in connection with the Zion project.

        On August 1, 2012, in connection with discussions about partnering with the Company on the Zion project, the Company and Party R entered into a non-disclosure agreement.

        On August 3, 2012, our board of directors held a meeting. At the meeting, representatives of Goldman Sachs updated the board of directors on the status of the strategic process for a potential sale of our business in the United Kingdom and Europe, including possible bidders and the timeline and non-disclosure agreements then in place, as well as the status of the strategic process for our government group and recent activities.

        On August 6, 2012, in connection with discussions about partnering with the Company on the Zion project, the Company and Party S entered into a non-disclosure agreement. On August 8, representatives of the Company met with Party S to discuss potentially partnering with the Company in connection with the Zion project.

        On August 9, 2012, at the direction of our board of directors, representatives of Goldman Sachs contacted Party T, a strategic party, to discuss a possible acquisition of the Company's government group. We and Party T entered into a non-disclosure agreement dated September 6, 2012 in connection with their evaluation of a possible strategic transaction with us.

        On August 9, representatives of the Company met with Party I to discuss potentially partnering with the Company in connection with the Zion project.

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        On August 14, 2012, Party O submitted a non-binding preliminary indication of interest of $76 million for the Company's business in the United Kingdom and Europe. Also on this date, our management and representatives of Goldman Sachs met with representatives of Party I regarding a potential acquisition of our government group. Although we had set August 14, 2012 as the deadline for submission of indications of interest with respect to our business in the United Kingdom and Europe, the other parties who were participating in that process did not submit a non-binding preliminary indication of interest at that time.

        On August 16, 2012, representatives of Party R met with our management and representatives of Goldman Sachs regarding a potential acquisition of our government group. However, Party R did not make any actionable proposal to the Company.

        On August 21, 2012, Party M submitted a non-binding preliminary indication of interest, without a price attached to the proposal, with respect to our business in the United Kingdom and Europe, our government group and the Zion project. However, following review and consideration of this proposal, our board of directors determined not to proceed with this proposal because it did not compare favorably with the other non-binding preliminary indications of interest that we had received at the time.

        On August 23, 2012, at the direction of our board of directors and following Party U's expression of interest to our management in early August, representatives of Goldman Sachs contacted Party U, a private equity group, about a potential acquisition of our government group. We and Party U entered into a non-disclosure agreement dated August 28, 2012 in connection with their evaluation of a possible strategic transaction with us.

        On August 24, 2012, our management updated our board of directors on the status of our strategic process for the potential sale of our business in the United Kingdom and Europe, including possible bidders and the timing of potential proposals, and the potential sale of our government group.

        On August 28, 2012, Party O submitted a revised proposal of $55 million for the Company's business in the United Kingdom and Europe. Because our board of directors believed this proposal reflected inadequate value for the Company's business in the United Kingdom and Europe, Goldman Sachs conveyed to Party O that the Company would not be interested in a transaction at this price, but would be interested at a higher price. However, Party O was unable to make an actionable proposal at a price that our board of directors believed was worth pursuing for the transaction.

        On August 30, representatives of the Company met with Party K to discuss potentially partnering with the Company in connection with the Zion project.

        On September 4, 2012, representatives of Party U met with the Company's management and representatives of Goldman Sachs regarding a potential acquisition of the Company's government group.

        On September 11, 2012, representatives of Party O contacted Goldman Sachs to convey that they would not be interested in an acquisition of the Company's government group.

        On September 16, 2012, Party L submitted a non-binding preliminary indication of interest of $55 million for the Company's business in the United Kingdom and Europe. Since, in the view of our board of directors, this indication of interest reflected inadequate value for the Company's business in the United Kingdom and Europe, Goldman Sachs conveyed to Party L that the Company would not be interested in a transaction at this price, but would be interested at a higher price. However, Party L was unable to make an actionable proposal at a price that our board of directors believed was worth pursuing for the transaction. In addition, Party L declined to make a proposal for our government group. Also, on September 17, 2012, Party U submitted a non-binding preliminary indication of interest of $80 million to $105 million for the Company's government group, and Party I submitted a

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non-binding preliminary indication of interest of $75 million for acquisition of the Company's government group.

        On September 18 and 19, 2012, our board of directors held meetings. At the meetings, representatives of Goldman Sachs updated the board of directors regarding the processes to sell the Company's government group and business in the United Kingdom and Europe. Also, our management provided a financial update, including a discussion of the effects of any sale of our business in the United Kingdom and Europe or any sale of our government group on our obligations with respect to our outstanding debt's covenants. On this date, our common stock closed at a per-share price of $2.89.

        On September 20, 2012, representatives of Party K contacted our management regarding a proposal to acquire the Zion project.

        On September 25, 2012, Energy Capital Partners, who had seen our July 17, 2012 public announcement that we were considering the sale of our business in the United Kingdom and Europe, contacted representatives from Goldman Sachs to request a meeting with our management to discuss potential strategic transactions.

        On September 25, 2012, representatives of the Company met with Party R to discuss potentially partnering with the Company in connection with the Zion project. However, discussions with Party P did not result in any actionable proposals.

        By late September, 2012, Party I, Party M, Party P, Party R and Party S had informed our management they were not interested in pursuing a potential partnership with respect to the Zion project.

        On September 26, 2012, representatives of Party T met with our management and representatives of Goldman Sachs regarding a possible acquisition of our government group. However, Party T declined to submit a proposal for such an acquisition.

        On October 2, 2012, our management met with representatives of Energy Capital Partners and resumed discussions with Energy Capital Partners regarding a potential acquisition of the Company.

        On or around October 4, 2012, Party A requested that we provide Party A with permission to contact Party I in connection with partnering on a potential acquisition of the Company, because Party A was not interested in exploring a potential acquisition of the Company unless a third party could be found to acquire the Zion project. On October 4, 2012, Party I declined to move forward with a transaction with the Company following its due diligence, expressing concern about the transferability of certain of our agreements with respect to our operations at the Hanford nuclear reservation. On October 5, 2012, we authorized Party A to contact Party I. On October 5 and 6, 2011, representatives of our management and Goldman Sachs met with representatives of Party A regarding a potential acquisition of the Company.

        On October 5, 2012, in connection with discussions about partnering with the Company in connection with the Zion project, the Company and Party Q entered into a nondisclosure agreement, after which representatives of the Company met again with Party Q to discuss potentially partnering in connection with the Zion project. However, Party Q informed our management they were not interested in pursuing a potential partnership with respect to the Zion project.

        On October 9, 2012, we granted Party U a 60-day exclusivity period to pursue a potential acquisition of the Company's government group; however, this did not prohibit us from exploring a sale of the Company.

        On October 18, 2012, our management met with representatives of Energy Capital Partners to discuss potential strategic transactions. Energy Capital Partners indicated that it was interested in acquiring the entire Company.

        On October 19, 2012, Moody's downgraded our credit rating from B3 to Caa.

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        On October 19, 2012 our management and representatives of Goldman Sachs met with representatives of Party U regarding a potential acquisition of our government group.

        During October of 2012, representatives of Goldman Sachs contacted Party I regarding a potential acquisition of the Zion project. On October 5, 2012, the Company permitted Party I to contact Party A regarding partnering on a potential acquisition of the Company. Subsequently, representatives of Goldman Sachs contacted representatives of Party A regarding a potential acquisition of the Company in partnership with Party I. However, representatives of Party A notified representatives of the Goldman Sachs that Party A was not interested in pursuing a transaction with the Company. Also during October of 2012, representatives of Party I notified representatives of the Goldman Sachs that Party I was not interested in pursuing a transaction with the Company due to concerns about liabilities in connection with the Zion project.

        In November 2012, Party K informed our management that it was not interested in pursuing a potential partnership with respect to the Zion project.

        On November 2, 2012, the Company authorized Party K to contact certain counterparties regarding a potential acquisition of the Zion project.

        On November 8, 2012, the Company's management announced the Company's results for the third quarter of 2012 and reaffirmed its guidance of $130 million to $140 million in adjusted EBITDA for 2012. On this date, our common stock closed at a per-share price of $3.13.

        On November 12, 2012, the Company made a proposal regarding the Zion project to Party K in response to Party K's prior proposal. However, Party K declined to proceed with a transaction with the Company due to internal issues of Party K.

        On several occasions in mid-November 2012, our management met with representatives of Energy Capital Partners regarding due diligence about the Company.

        On November 21, 2012, Party R notified representatives of Goldman Sachs that it would allow exclusivity to expire with respect to the acquisition of our government group and declined to pursue an acquisition of the government group. Party R conveyed to us its concern about our government group's growth potential in the near future. During November, at the direction of our board of directors, representatives of Goldman Sachs discussed a potential acquisition of the Company as a whole with representatives of Party R. After internal discussions, representatives of Party R notified Goldman Sachs that they would not be interested.

        On December 4, 2012, the Company received a non-binding indication of interest for a purchase of the Company from Energy Capital Partners at a price of $3.75 per share, which included a requirement from Energy Capital Partners that the Company enter into an agreement to negotiate on an exclusive basis for a period of 45 days. On this date, our common stock closed at a per-share price of $3.29.

        On December 5, 2012, Goldman Sachs presented to our board of directors an overview of the Company's strategic evaluation process to date, including a discussion of Energy Capital Partners' December 4, 2012 non-binding proposal to purchase the Company. Our board of directors at this meeting determined that because the strategic process to date had not resulted in any actionable proposals for the sale of the Company, of our business in the United Kingdom and Europe or of our government group, and because Energy Capital Partners would not expend the significant resources necessary to perform due diligence and negotiate a definitive agreement absent exclusivity, the board of directors would authorize and direct the Company to enter into the exclusivity agreement. On December 5, 2012, our board of directors also directed our CEO, Mr. Lockwood, and other members of management to refrain from discussions with Energy Capital Partners regarding compensation and/or the rollover of equity, until our board of directors grants them permission to do so. On December 11,

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2012, we granted Energy Capital Partners exclusivity for 45 days to negotiate a potential acquisition of the Company as a whole. On this date, our common stock closed at a per-share price of $3.10.

        In December 2012 and January 2013, Energy Capital Partners received business unit presentations, participated in on-site visits with the Company and held frequent discussions with our management. On December 18, 2012, representatives of Energy Capital Partners and our management participated in meetings with potential financing sources of Energy Capital Partners and presented to Energy Capital Partners and its potential financing sources management's projections described as Case 1 under "The Merger—Certain Company Forecasts" beginning on page 52 of this proxy statement.

        On December 20, 2012, Latham & Watkins LLP, legal counsel to Energy Capital Partners, who we refer to as Latham & Watkins, delivered an initial draft of a proposed merger agreement to Skadden Arps. Between that date and January 7, 2012, Latham & Watkins and Skadden Arps had numerous discussions to negotiate the terms of the merger agreement.

        On December 21, 2012, the board of directors held a meeting to discuss the transaction process with Energy Capital Partners. Goldman Sachs provided an update on the current status of discussions with Energy Capital Partners, discussing Energy Capital Partners' progress in its due diligence review and discussions with Energy Capital Partners' financing sources. Our management then presented its financial projections described as Case 1 under "The Merger—Certain Company Forecasts" beginning on page 52 of this proxy statement to the board of directors and described in detail the assumptions underlying those projections. At this meeting, representatives of Skadden Arps led the board of directors in a discussion of the board of directors' fiduciary duties in connection with the negotiation of a definitive agreement with Energy Capital Partners, and establishing a transactions committee to review and negotiate terms of a potential sale. The board of directors then established a transactions committee to oversee the negotiations with Energy Capital Partners and to provide a recommendation to our board of directors regarding the proposed transaction. The Transactions Committee consisted of directors Messrs. J.I. ("Chip") Everest II, J. Barnie Beasley Jr., Robert A. Whitman, David B. Winder and Steven R. Rogel.

        On December 24, 2012, Skadden Arps delivered a revised draft of a proposed merger agreement to Latham & Watkins.

        On December 29, 2012, Latham & Watkins delivered a revised draft of a proposed merger agreement to Skadden Arps.

        On January 2, 2013, our board of directors' compensation committee recommended to our board of directors that the terms of the potential transaction with Energy Capital Partners include a provision allowing the compensation committee discretion to grant an amount of compensation conditioned upon successfully completing that transaction.

        On January 3, 2013, Skadden Arps delivered a revised draft of a proposed merger agreement to Latham & Watkins.

        On January 3, 2013, the transactions committee held a meeting to review the terms of Energy Capital Partners' proposal. Representatives of Goldman Sachs reviewed its financial analysis of Energy Capital Partners' proposal. Our management led a discussion of the key assumptions and variables affecting its financial projections. Representatives of Skadden Arps provided information on the merger agreement's terms. The transactions committee then discussed Energy Capital Partners' proposal. The transaction committee directed management to change its projections to reflect the transaction committee's views on certain key assumptions. These projections are described as Case 2 under "The Merger—Certain Company Forecasts" beginning on page 52 of this proxy statement.

        On January 5, 2013, Latham & Watkins delivered a revised draft of a proposed merger agreement to Skadden Arps.

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        Shortly after the January 5 board meeting, at the direction of our board of directors, representatives of Goldman Sachs contacted Energy Capital Partners to inform them that the independent directors of the board had requested that Energy Capital Partners increase its proposed purchase price to at least $4.00 per share. Energy Capital Partners responded that it could not support a price above the previously indicated $3.75 price per share.

        On January 5, 2013, the transactions committee held another meeting. A representative of Skadden Arps reviewed the fiduciary duties of the members of the transactions committee in connection with the proposed transaction with Energy Capital Partners and reviewed the material terms of the proposed merger agreement. Representatives of Goldman Sachs discussed the financial terms of the proposed transaction with Energy Capital Partners and reviewed Goldman Sachs' preliminary financial analysis of the proposed transaction. At this meeting the independent directors of the transactions committee held an executive session, without management present, at which they also discussed, among other topics, the reasons for supporting entry into the proposed merger with Energy Capital Partners and approved resolutions recommending that the board of directors approve entry into the merger agreement and the merger.

        On January 6, 2013, the board of directors held a meeting to discuss the status of the proposed transaction with Energy Capital Partners. Skadden Arps reviewed the board's fiduciary duties in connection with the consideration of the proposed transaction and reviewed the proposed resolutions to be considered by the board. Representatives of Goldman Sachs reviewed their financial analyses of the proposed transaction. Mr. Rogel, on behalf of the transactions committee, described to the other members of the board of directors the recommendation of the transactions committee and the reasons behind its decision to recommend that the board of directors approve the proposed transaction with Energy Capital Partners. The board then considered and discussed various factors that favored approval of the proposed merger, including factors summarized in "—Reasons for the Merger; Recommendation of the Board of Directors" below. The independent directors also held an executive session, without management present, to discuss the proposed transaction and the process by which the transaction was developed.

        Prior to January 6, 2013, our board of directors had directed our management not to discuss their own employment and compensation matters with Energy Capital Partners. On January 6, 2013, representatives of Latham & Watkins asked representatives of Skadden Arps to request that our board of directors allow Energy Capital Partners to discuss certain employment and compensation matters with our management. At the direction of our board of directors, this request to allow employment and compensation discussions was denied by Skadden Arps.

        On January 6 and 7, 2013, Skadden Arps delivered several revised drafts of the proposed merger agreement to Latham & Watkins.

        On January 7, 2013, the board of directors held a meeting. Representatives of Goldman Sachs then presented Goldman Sachs' financial analyses of the $3.75 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement to the Company's board of directors and orally rendered its opinion, which was confirmed by delivery of a written opinion dated January 7, 2013, to the effect that, as of January 7, 2013, and based on and subject to factors and assumptions set forth therein, the $3.75 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to the holders (other than Parent and its affiliates) of the shares of Company common stock. After further discussion, the board of directors, having determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, were fair to and in the best interests of the stockholders of the Company, unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, directed that the merger agreement be submitted to our stockholders for

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adoption and approval, and recommended that stockholders vote in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger.

        Following the approval of the merger agreement by our board of directors, the Company, Parent and Merger Sub executed and delivered the merger agreement on January 7, 2013. The Company issued a press release announcing the execution of the merger agreement on that day before the open of trading in the Company's common stock. From the date of the original indication of interest on April 4, 2011 through the signing of the merger agreement, the Company's common stock closed at prices ranging from $1.51 to $5.77 per share. On January 4, 2013, the last trading day before announcement of the transaction, our common stock closed at a per-share price of $3.44.

        Except for the non-disclosure agreements we entered into with Party P and Party Q, each non-disclosure agreement we entered into as described above in this section contained a standstill provision, which we refer to as a standstill, preventing, for a period of 12 months, the potential bidder from taking action to seek control of the Company including by making a proposal to acquire the Company. Except for the non-disclosure agreements we entered into with Party P and Party Q, each non-disclosure agreement also contained a provision making clear that we reserved the right, in our sole discretion, to conduct any process we deemed appropriate with respect to any proposed transaction involving the Company. The provisions combined were designed to provide our board of directors with control over the process of soliciting acquisition proposals for the Company and to maximize the value of such proposals in such process. In addition, except for the non-disclosure agreements we entered into with Party P and Party Q, which did not contain a standstill, each non-disclosure agreement contained a provision stating that a potential bidder was not permitted to ask for a waiver of the standstill, which we refer to as a no-ask, no-waiver provision, for 12 months, except that for Party E, Party F, Party G and Party T, this period lasted for 24 months. The no-ask, no waiver provision was intended to prevent a situation where a potential bidder might avoid complying with the processes determined by our board of directors by seeking a waiver and forcing a premature public disclosure of the Company's strategic review process. In addition, the merger agreement with Energy Capital Partners explicitly provides that we may waive all standstill provisions solely in order to allow a counterparty to make a non-public proposal during the "go shop" period to acquire the company. This provision allowed Goldman Sachs to solicit competing proposals from all parties subject to such standstill provisions and allowed all such parties to make competing proposals without violation of the standstill provisions. Following the execution of the merger agreement, Party E, Party F, Party G, Party O, Party S, Party T and Party U would have otherwise been contractually prohibited from requesting a waiver from the standstill in order to present a proposal to acquire the Company that might constitute a superior proposal under the merger agreement. During the "go shop" period from January 7 to February 6, 2013, in order to seek interest in alternative proposals, Goldman Sachs contacted a number of parties on the Company's behalf as described in the below paragraph, including each of the parties then subject to a no-ask, no-waiver provision.

        As permitted by the terms of the merger agreement, the Company, with the assistance of Goldman Sachs, commenced an additional solicitation process to seek alternative proposals during the "go shop" period from January 7 to February 6, 2013. During the "go shop" period, two private equity groups contacted representatives of Goldman Sachs, and, at the direction of the board of directors, Goldman Sachs contacted 22 parties, consisting of Party A, Party C, Party D, Party E, Party F, Party G, Party I, Party J, Party L, Party M, Party O, Party P, Party Q, Party S, Party T, Party U, two strategic parties who had been contacted in connection with the potential sale of our United Kingdom and European business and two strategic parties who had been contacted in connection with a potential sale of both our United Kingdom and European business and our government group, and one party that we had not previously contacted. In total, of the 24 parties who were contacted by or who contacted representatives of Goldman Sachs during the "go shop" period, 15 were strategic parties and 9 were private equity groups. One private equity group entered into a non-disclosure agreement in connection

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with its evaluation of a possible strategic transaction with us, but each party contacted, including the private equity group that entered into a non-disclosure agreement with us during the "go shop" period, notified the Company that it would not be interested in pursuing a strategic transaction with the Company, leaving the Company with no actionable proposals other than the proposed transaction with Energy Capital Partners at the conclusion of a process spanning more than 22 months.


Reasons for the Merger; Recommendation of the Board of Directors

        Our board of directors, which we refer to as the board of directors, at a meeting held on January 7, 2013, unanimously determined that the proposed merger was advisable, fair to, and in the best interests of, the stockholders of the Company, unanimously approved the merger agreement and the transactions contemplated thereby, including the merger, directed that the merger agreement be submitted to our stockholders for adoption and approval, and unanimously recommended that our stockholders vote in favor of the adoption and approval of the merger agreement.

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, our board of directors consulted with our senior management team, as well as our outside legal and financial advisors, and considered a number of factors, including the following material factors:

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        The board of directors also considered a variety of potentially negative factors in its deliberations concerning the merger agreement and the merger, including the following (not in any relative order of importance):

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        The foregoing discussion of the information and factors considered by our board of directors is not intended to be exhaustive, but includes the material factors considered by our board of directors. In view of the variety of factors considered in connection with its evaluation of the merger, our board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board of directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The board of directors based its recommendation on the totality of the information presented.

        In considering the recommendation of our board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. See the section entitled "The Merger—Interests of Certain Persons in the Merger" beginning on page 60.

        The board of directors unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement, "FOR" the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies and "FOR" the EnergySolutions Advisory (Non-Binding) Proposal on Specified Compensation.


Opinion of Goldman, Sachs & Co.

        Goldman Sachs delivered its opinion to the Company's board of directors and the transactions committee that, as of January 7, 2013 and based upon and subject to the factors and assumptions set forth therein, the $3.75 per share in cash to be paid to holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated January 7, 2013, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided its opinion for the information and assistance of the Company's board of directors and the transactions committee in connection with their consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of Company common stock should vote with respect to the merger or any other matter.

        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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        Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the shares of Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the engineering and construction industry and in other industries; and performed such other studies and analyses, and considered such other factors, as Goldman Sachs deemed appropriate.

        For purposes of rendering the opinion described above, Goldman Sachs, with the Company's consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company's consent that the Forecasts had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs has assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of the Company to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs' opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company common stock, as of the date of the opinion, of the $3.75 per share in cash to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the merger, whether relative to the $3.75 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs' opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to Goldman Sachs as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring

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after the date of its opinion. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the Company's board of directors and the transactions committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 4, 2013, the last trading day prior to the date on which the Company's board of directors and the transactions committee adopted the merger agreement, and is not necessarily indicative of current market conditions.

        Implied Premium Based on Historical Stock Price Performance Analysis.    Goldman Sachs reviewed the historical trading prices for shares of Company common stock for the one-year period ended January 4, 2013. In addition, Goldman Sachs analyzed the $3.75 per share in cash proposed to be paid to the holders of the shares of Company common stock pursuant to the merger agreement in relation to the closing price for shares of Company common stock as of January 4, 2013, and to the average closing prices of shares of Company common stock for the four-week period, 30-day period, 90-day period, 180-day period and 52-week period ended January 4, 2013, respectively.

        This analysis indicated that the $3.75 per share in cash to be paid to the Company stockholders pursuant to the merger agreement represented:

        Selected Companies Analysis.    Goldman Sachs reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the engineering and construction industry:

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        Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of the Company.

        Goldman Sachs calculated and compared various financial multiples and ratios based on information it obtained from SEC filings, estimates from the Institutional Brokers' Estimate System, which we refer to in this section as IBES, and other Wall Street equity research analysts' reports (with all research estimates converted to be as of the latest twelve months ended or the end of December of each applicable calendar year, as appropriate) and market information as of January 4, 2013. The multiples and ratios of the Company and each of the selected companies were based on information obtained from IBES estimates and the most recent publicly available information. With respect to each of the selected companies and the Company, Goldman Sachs calculated the applicable company's adjusted enterprise value, which is the adjusted market capitalization of the applicable company (based on the closing price of shares of the applicable company's common stock as of January 4, 2013 and the number of shares of common stock outstanding of the applicable company on a fully diluted basis, excluding restricted shares) plus the book value of debt less cash and cash equivalents, as a multiple of the applicable company's estimated calendar years 2012, 2013 and 2014 revenues, respectively, and compared those to the adjusted enterprise value of the Company (based on the closing price of shares of Company common stock as of January 4, 2013 and 90,297,754 shares of Company common stock on a fully diluted basis, excluding restricted shares) as a multiple of the Company's estimated calendar years 2012, 2013 and 2014 revenues, respectively. The results of these analyses are summarized as follows:

 
  Selected Companies    
 
Adjusted enterprise value
as a multiple of revenues:
  Range   Median   Mean   EnergySolutions  

CY2012E

    0.3x - 3.1x     0.7x     1.0x     0.6x  

CY2013E

    0.3x - 2.9x     0.7x     0.9x     0.6x  

CY2014E

    0.3x - 0.9x     0.5x     0.6x     0.7x  

        Goldman Sachs also calculated the selected companies' adjusted enterprise value as a multiple of estimated earnings before interest, taxes and depreciation and amortization (adjusted for certain restructuring charges, equity-based compensation, accretion and nuclear decommissioning trust income) (which we refer to in this section as Adjusted EBITDA), for calendar years 2012, 2013 and 2014, respectively, and compared those to the adjusted enterprise value to estimated Adjusted EBITDA multiples of the Company for the same time periods, respectively. The results of these analyses are summarized as follows:

 
  Selected Companies    
 
Adjusted enterprise value
as a multiple of Adjusted EBITDA:
  Range   Median   Mean   EnergySolutions  

CY2012E

    5.6x - 9.6x     8.4x     7.9x     7.3x  

CY2013E

    5.2x - 8.4x     6.6x     6.8x     6.2x  

CY2014E

    5.2x - 7.3x     6.2x     6.2x     6.1x  

        Goldman Sachs also calculated the selected companies' estimated price-to-earnings ratios, calculated as the closing price of shares of the applicable company's common stock as of January 4, 2013 divided by its estimated earnings per share, for calendar years 2012, 2013 and 2014, respectively,

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and compared those to the price-to-estimated-earnings ratios for the Company. The results of these analyses are summarized as follows:

 
  Selected Companies    
 
Price-to-earnings ratio:
  Range   Median   Mean   EnergySolutions  

CY2012E

    9.6x - 28.4x     16.4x     18.0x     12.7x  

CY2013E

    8.9x - 21.7x     14.4x     14.8x     10.8x  

CY2014E

    8.5x - 16.2x     12.0x     12.5x     10.8x  

        The multiples and ratios of each of the selected companies are as follows:

 
  Adjusted enterprise
value as a multiple of
revenues
  Adjusted enterprise
value as a multiple of
adjusted EBITDA
  Price-to-earnings ratio  
Selected Companies
  2012   2013   2014   2012   2013   2014   2012   2013   2014  

AMEC PLC

    0.7x     0.7x     0.6x     8.4x     7.7x     7.0x     13.1x     11.1x     10.2x  

Areva S.A. 

    1.0x     0.9x     0.9x     8.6x     7.2x     5.8x     26.9x     15.7x     10.2x  

The Babcock & Wilcox Company

    0.9x     0.8x     0.8x     8.1x     6.4x     6.1x     15.6x     12.1x     11.3x  

Clean Harbors, Inc. 

    1.7x     1.0x     0.9x     9.6x     6.0x     6.3x     28.4x     19.4x     16.2x  

Fluor Corporation

    0.3x     0.3x     0.3x     6.4x     6.0x     5.5x     16.4x     14.4x     13.2x  

Jacobs Engineering Group, Inc. 

    0.5x     0.4x     0.4x     7.3x     6.6x     6.3x     14.6x     13.0x     12.0x  

The Shaw Group, Inc. 

    0.5x     0.5x     0.4x     8.7x     8.4x     7.3x     19.3x     21.7x     15.9x  

URS Corporation

    0.5x     0.4x     0.4x     5.6x     5.2x     5.2x     9.6x     8.9x     8.5x  

US Ecology, Inc. 

    3.1x     2.9x     N/A     8.7x     7.9x     N/A     18.2x     16.6x     15.0x  

        Implied Multiples Analysis.    Based on information obtained from the Company's SEC filings, the Forecasts and IBES projections, Goldman Sachs performed certain analyses and calculated certain financial multiples for the Company based on the $3.75 per share in cash to be paid to the holders of shares of Company common stock pursuant to the merger agreement. Goldman Sachs first calculated the implied market capitalization of the Company by multiplying the $3.75 per share in cash to be paid to the holders of shares of Company common stock pursuant to the merger agreement by the assumed number of total shares of Company common stock outstanding on a fully diluted basis, comprised of 91,167,427 shares of Company common stock (including 90,297,754 shares of unrestricted stock and 869,673 shares of restricted stock), 316,000 performance share units, 1,426,224 phantom stock units and 4,496,346 phantom performance stock units. Goldman Sachs then calculated the implied enterprise value of the Company by adding the implied market capitalization to the assumed amount of the Company's debt of $827 million (assuming $527 million in term loan outstanding and $300 million in bonds outstanding as of December 31, 2012 per the Forecasts) minus the assumed amount of cash and cash equivalents of $125.7 million. Goldman Sachs then divided such implied enterprise value by the Company's estimated Adjusted EBITDA for each of calendar years 2012 and 2013, respectively (by using both the Forecasts and IBES projections). The following table presents the results of Goldman Sachs' analysis:

Implied enterprise value as a
multiple of Adjusted EBITDA:
  Forecasts   IBES projections  

2012E

    7.9x     7.7x  

2013E

    7.3x     6.6x  

        Goldman Sachs also calculated the implied price to estimated earnings ratios of the Company based on the $3.75 per share in cash to be paid to holders of shares of Company common stock by dividing the implied market capitalization of the Company (calculated as described above) by the estimated earnings of the Company for each of calendar years 2012 and 2013, respectively (by using

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both the Forecasts and IBES projections). The following table presents the results of Goldman Sachs' analysis:

Implied equity consideration
as a multiple of earnings:
  Forecasts   IBES projections  

2012E

    27.1x     15.3x  

2013E

    17.9x     12.8x  

        Illustrative Discounted Cash Flow Analysis.    Goldman Sachs performed an illustrative discounted cash flow analysis on the Company using the Company's cash flows set forth in the Forecasts to determine a range of the Company's implied present values per share. Goldman Sachs also calculated illustrative terminal values for the Company in the year 2020 by applying illustrative forward enterprise value to Adjusted EBITDA multiples ranging from 5.5x to 7.5x to an estimated steady-state Adjusted EBITDA of $181.9 million in fiscal year 2021 per the Forecasts. These illustrative forward enterprise value to Adjusted EBITDA multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current forward enterprise value to Adjusted EBITDA multiples for the Company and selected companies which exhibited similar business characteristics to the Company. Goldman Sachs then discounted the Company's estimated unlevered, after-tax free cash flows that the Company could generate for each of the calendar years 2013 through 2020 and illustrative terminal values to illustrative present values as of December 31, 2012 by using discount rates ranging from 8.5% to 10.5%, representing estimates of the Company's weighted average cost of capital, and then subtracted the assumed amount of the Company's net debt to calculate the present values of illustrative equity values of the Company as of December 31, 2012. Goldman Sachs then divided such present values of illustrative equity values by the number of shares of Company common stock on a fully diluted basis (including 91,167,427 shares of Company common stock, 316,000 performance share units, 1,426,224 phantom stock units and 4,496,346 phantom performance stock units as of December 31, 2012 per the Forecasts) to calculate the illustrative per-share equity values. The following table presents the results of this analysis:

 
  Illustrative per-share value indications

EnergySolutions

  $1.58 - $4.57

        Present Value of Future Share Price Analysis.    Goldman Sachs performed an illustrative analysis of the implied present value of the future price per share of Company common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as a function of such company's estimated future EBITDA and its assumed enterprise value to EBITDA multiples.

        Goldman Sachs first calculated the implied future enterprise values of the Company for each of the calendar years 2013 through 2017 by applying an illustrative forward enterprise value to Adjusted EBITDA multiple of 6.0x to the Company's estimated Adjusted EBITDA per the Forecasts for each of the calendar years 2014 through 2018. Goldman Sachs then subtracted the assumed amount of net debt of $701.3 million (based on the face value of debt outstanding net of unrestricted cash only) as of December 31, 2012 per the Forecasts from these implied enterprise values to calculate the implied future equity values for calendar years 2013 through 2017, respectively. Goldman Sachs then discounted these implied future equity values back to December 31, 2012 by using an illustrative discount rate of 14.6%, which reflected an estimate of the Company's cost of equity. Goldman Sachs then divided these present values of the Company's implied future equity values by the assumed number of total shares of Company common stock as of December 31, 2012 (including 91,167,427 shares of Company common stock, 316,000 performance share units, 1,426,224 phantom stock units and 4,496,346 phantom performance stock units) to calculate the implied present per-share values. This analysis resulted in a range of implied present values of $1.57 to $1.95 per share of Company common stock. Based on the

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same methodologies, Goldman Sachs then calculated implied present per-share values of Company common stock by using an illustrative forward enterprise value to Adjusted EBITDA multiple of 7.0x. These illustrative forward enterprise value to Adjusted EBITDA multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience taking into account current and historical trading data and the current forward enterprise value to Adjusted EBITDA multiples for the Company and selected companies which exhibited similar business characteristics to the Company. This analysis resulted in a range of implied present values of $2.53 to $3.32 per share of Company common stock.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the contemplated transaction.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Company's board of directors and the transactions committee as to the fairness from a financial point of view of the $3.75 per share in cash to be paid to holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The consideration to be paid pursuant to the merger agreement was determined through arm's-length negotiations between the Company and Parent and was approved by the Company's board of directors and the transactions committee. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company, the Company's board of directors or the transactions committee or that any specific amount of consideration constituted the only appropriate consideration for the merger.

        As described above, Goldman Sachs' opinion to the Company's board of directors was one of many factors taken into consideration by the Company's board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

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        Goldman Sachs and its affiliates are engaged in commercial and investment banking and financial advisory services, market making and trading, research and investment management (both public and private investing), principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates, and funds or other entities in which they invest or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent and any of their respective affiliates and third parties, including Energy Capital Partners, affiliates of Parent, and their affiliates and portfolio companies, or any currency or commodity that may be involved in the merger for the accounts of Goldman Sachs and its affiliates and their customers. Goldman Sachs acted as financial advisor to the Company's board of directors and the transactions committee in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain investment banking services to the Company and its affiliates from time to time. Goldman Sachs also has provided certain investment banking services to Energy Capital Partners and its affiliates and portfolio companies from time to time for which the Investment Banking Division of Goldman Sachs has received, and may receive, compensation, including having acted as a participant in the revolving credit facility (aggregate principal amount $550 million) of Summit Midstream Partners, LLC, an affiliate of Energy Capital Partners, in May 2012; as joint bookrunner with respect to the refinancing of the senior secured bank loan (aggregate principal amount $985 million) of EquiPower Resources, an affiliate of Energy Capital Partners, in July 2012; and as joint bookrunner with respect to an initial public offering of 14,375,000 common units representing limited partner interests of Summit Midstream Partners, LP, an affiliate of Energy Capital Partners, in October 2012. During the two year period ended January 7, 2013 the Investment Banking Division of Goldman Sachs has received compensation for services provided to the Energy Capital Partners and its affiliates of approximately $4.8 million. Goldman Sachs may also in the future provide investment banking services to the Company, Parent and their respective affiliates and Energy Capital Partners and its affiliates and portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Energy Capital Partners and its affiliates from time to time and may have invested in limited partnership units of affiliates of ECP from time to time and may do so in the future.

        The Company's board of directors and the transactions committee selected Goldman Sachs as their financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated April 26, 2011, as amended as of January 7, 2013, the Company engaged Goldman Sachs to act as financial advisor to the Company's board of directors and transactions committee in connection with the merger. Pursuant to the terms of this engagement letter, the Company has agreed to pay Goldman Sachs a transaction fee of approximately $10.7 million, all of which is contingent upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.


Certain Company Forecasts

        The internal financial analyses and projections for the Company comprised two cases, Case 1 and Case 2. The following summarizes Case 1 and Case 2 that were prepared by management on the basis and for the limited and specific context described below.

        Case 1 was prepared by management with a view to showing Energy Capital Partners and Energy Capital Partners' financing sources the potential performance of the Company as a private company with a de-levered capital structure based on a particular set of assumptions. After our management presented Case 1 to our transactions committee, our transactions committee directed management to change its projections to reflect the transaction committee's views on certain key assumptions. Case 2

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was prepared by management in response to this direction by the transaction committee and was provided to Goldman Sachs. The following table summarizes the core differences in business assumptions between Case 1 and Case 2.

 
  Case 1   Case 2

Probability of success of our re-bid for the Magnox project

  100%   50%

Reduction in Zion project total project profitability (inclusive of disposal business at Clive)

  No reduction   50% reduction

Certain international business development efforts

  Successful   Not successful

        These projections do not represent the only financial projections prepared by our management during our 22-month sale process; rather, they represent the projections most recently presented to Energy Capital Partners and its financing sources, on the one hand and to our board of directors and transactions committee, on the other hand.

        The Company does not, as a matter of course, publicly disclose projections of future revenues, earnings or other financial performance of the type disclosed below. The Company has included in this proxy statement Case 1 and Case 2 only because such projections and forecasts were provided by the Company to Goldman Sachs and, with respect to Case 1, Energy Capital Partners and Energy Capital Partners' financing sources.

        These financial projections and forecasts were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, the IFRS or U.S. GAAP and do not, and were not intended to, act as public guidance regarding the Company's future financial performance. Ernst & Young LLP, the Company's independent registered public accounting firm, has not examined or compiled or performed any procedures on any of the financial projections, expressed any conclusion or provided any form of assurance with respect to the financial projections and, accordingly, assumes no responsibility for them. The report of Ernst & Young LLP, included elsewhere or incorporated by reference in this proxy statement, relates to the historical financial information of the Company. It does not extend to the financial projections and should not be read to do so. The inclusion of this information in this proxy statement should not be regarded as an indication that the Company or any recipient of this information considered, now considers or will consider this information to be necessarily predictive of future results. The Company does not intend to update or otherwise revise the financial projections to correct any errors existing in such projections when made, to reflect circumstances existing after the date when made or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are shown to be in error.

        Although presented with numerical specificity, the financial projections and forecasts included in this proxy statement are based on numerous estimates, assumptions and judgments (in addition to those described above) that may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies related to factors, such as the profitability of the Zion project and related project cost management and nuclear decommissioning trust fund investment earnings performance; our inability to find a partner for the Zion project and access related restricted cash; our ability to obtain and comply with federal, state and local government permits and approvals; the politically sensitive environment in which we operate, the risks associated with radioactive materials and the public perception of those risks; the effects of environmental, health and safety laws and regulations governing, among other things, discharges to air and water, the handling, storage and disposal of hazardous or radioactive materials and wastes, the remediation of contamination associated with releases of hazardous substances and human health and safety; the availability and allocation of government funds to performance of existing government contracts in our

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industry and any future government contracts; our deferred tax assets for net operating loss carry-forwards and research and development tax credits; the continued operation of, and adequate capacity at, our Clive, Utah disposal facility; factors associated with our international operations; our ongoing business relationships with significant government and commercial customers; our license stewardship arrangement with Exelon; our ability to obtain the financial support, including letters of credit and bonding, necessary for us to win certain types of new work; industry performance; general business, economic, market and financial conditions; and the other factors listed in this proxy statement under the section entitled "Cautionary Note Regarding Forward-Looking Statements," which are difficult to predict and most of which are beyond the control of the Company. These or other factors may cause the financial projections or the underlying assumptions and estimates to be inaccurate. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. The financial projections also do not take into account any circumstances or events occurring after the date they were prepared. The inclusion of the financial projections and forecasts in this proxy statement shall not be deemed an admission or representation by the Company that such information is material. The inclusion of the projections should not be regarded as an indication that the Company considered or now considers them to be a reliable prediction of future results and you should not rely on them as such. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those reflected in the projections. You should read the section entitled "Cautionary Note Regarding Forward-Looking Statements" for additional information regarding the risks inherent in forward-looking information such as the financial projections.

        Certain of the financial projections set forth herein may be considered non-U.S. GAAP financial measures. Non-U.S. GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP, and non-U.S. GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies.

        The below dollar amounts are in millions of U.S. dollars, rounded to the nearest one million dollars.

 
  2012E   2013E   2014E   2015E   2016E   2017E   2018E   2019E   2020E  

Revenue

  $ 1,854   $ 1,796   $ 1,857   $ 798   $ 822   $ 814   $ 820   $ 835   $ 858  

Adjusted EBITDA

 
$

135
 
$

156
 
$

172
 
$

179
 
$

188
 
$

191
 
$

200
 
$

212
 
$

228
 

 
  2012E   2013E   2014E   2015E   2016E   2017E   2018E   2019E   2020E  

Revenue

  $ 1,854   $ 1,796   $ 1,802   $ 685   $ 691   $ 683   $ 688   $ 704   $ 727  

Adjusted EBITDA

 
$

135
 
$

146
 
$

153
 
$

157
 
$

155
 
$

161
 
$

170
 
$

182
 
$

198
 


Financing of the Merger

        We anticipate that the total funds needed to complete the merger, including the funds needed to:

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will be funded through a combination of:

        Parent has obtained the equity commitment letter and the debt commitment letter described herein, which we refer to collectively as the commitment letters. The funding under those commitment letters is subject to certain conditions, including conditions that do not relate directly to the merger agreement. We believe the amounts committed under the commitment letters will be sufficient to complete the merger, but we cannot assure you of that. Those amounts might be insufficient if, among other things, one or more of the parties to the commitment letters fails to fund the committed amounts in breach of such commitment letters or if the conditions to such commitments are not met. Although obtaining the proceeds of any financing, including the financing under the commitment letters, is not a condition to the completion of the merger, the failure of Parent and Merger Sub to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the merger to be completed. In that case, Parent may be obligated to pay the Company a reverse termination fee, which we refer to as the Parent termination fee, of $27.2 million as described under "The Merger Agreement—Termination Fees" beginning on page 95. The obligation of Parent to pay the Parent termination fee is guaranteed by the guarantor referred to below.

Equity Financing

        Parent has entered into a letter agreement, which we refer to as the equity commitment letter, with Energy Capital Partners II, LP, the guarantor, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP and Energy Capital Partners II-D, LP, which we refer to collectively as the investors, dated January 7, 2013, under which the investors have committed to make or secure capital contributions to Parent at or before the closing of the merger in an aggregate amount up to $600 million. We refer to this financing as the equity financing and to the commitment of the investors under the equity commitment letter as the equity financing commitment. Subject to certain limitations, the investors may assign all or a portion of the equity commitment to other investors. However, the assignment of any portion of the equity commitment to other investors will not affect the investors' commitment to make or secure capital contributions pursuant to the equity commitment letter.

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        The investors' obligation to fund the financing contemplated by the equity commitment letter is generally subject to the satisfaction of the conditions to Parent's and Merger Sub's obligations to consummate the transactions contemplated by the merger agreement and either (i) the substantially contemporaneous funding of the debt financing under the terms and conditions of the debt commitment letter or any alternative financing that Parent and Merger Sub are required or permitted to accept from alternative sources pursuant to the merger agreement or (ii) the effectiveness of the loan amendments.

        The obligation of the investors to fund their equity commitments will terminate upon the earliest to occur of (i) the termination of the merger agreement in accordance with its terms (ii) the consummation of the merger (but only if the merger shall have been consummated in accordance with the merger agreement), (iii) the date that the Company or any of its affiliates asserts a claim against any affiliate of the investors in connection with the merger agreement, the equity commitment letter or the limited guarantee, other than a lawsuit or other proceeding against an investor under the equity commitment letter or against Parent seeking specific performance of their obligations under the respective agreements in accordance with the terms thereof and (iv) payment in full by the guarantor of its obligations under the limited guarantee.

Debt Financing

        In connection with the entry into the merger agreement, Parent received a debt commitment letter, dated January 7, 2013, as supplemented by joinder letters each dated January 29, 2013, which we refer to collectively as the debt commitment letter, from Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and Credit Suisse AG, Cayman Islands Branch, which we refer to collectively as the commitment parties. Pursuant to the debt commitment letter, the commitment parties have committed to provide an aggregate of $685 million in debt financing to Merger Sub, consisting of (i) a tranche B term loan facility in an aggregate principal amount of $600 million and (ii) a revolving credit facility in an aggregate principal amount of $85 million, all of which will be available for the issuance of letters of credit and of which up to $10 million will be available as a swingline subfacility. We refer to this financing as the debt financing, and to the commitment of the commitment parties under the debt commitment letter as the debt financing commitment, and we refer to the debt financing commitment together with the equity financing commitment as the financing commitments.

        The availability of the facilities contemplated by the debt commitment letter is subject to certain closing conditions, including, without limitation:

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        The availability of the facilities contemplated by the debt commitment letter is subject to certain additional conditions but is not subject to due diligence or a "market out" condition, which would allow the commitment parties not to fund their respective commitments if the financial markets are materially adversely affected. There is a risk that one or more of the conditions to the debt financing will not be satisfied and the debt financing may not be funded when required. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated or the loan amendments are not successfully enacted.

        As an alternative to the funding under the debt commitment letter, Parent and we are seeking to enact the loan amendments as described in greater detail herein.

        The commitment parties under the debt commitment letter have agreed to hold their respective commitments available until the earliest of (i) the consummation of the merger (with or without the funding of the debt facilities), (ii) October 7, 2013 and (iii) the abandonment or termination of the merger agreement as reasonably determined by Parent.

        Subject to the terms and conditions of the merger agreement, Parent has agreed to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the debt financing on the terms and conditions described in the debt commitment letter. Without the prior written consent of the Company, Parent will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the debt commitment letter or the equity commitment letter, if such amendment, modification or waiver would (x) reduce the aggregate amount of the financing, (y) impose new or additional conditions, or otherwise amend, modify or expand any of the conditions to the receipt of the financing, (z) amend or modify any other terms of the financing in a manner that would adversely impact or delay in any material respect (i) the ability of Parent or Merger Sub to consummate the merger or (ii) the ability of Parent or Merger Sub to obtain the financing in a timely manner.

Loan Amendments

        We and Parent are in discussions with our lenders under the credit agreement, as well as with JPMorgan Chase Bank, N.A., as administrative agent under the credit agreement, regarding the loan amendments. The loan amendments have not been entered into as of the date of this proxy statement,

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and there can be no assurance that the loan amendments will be entered into. The loan amendments are being pursued as an alternative to, rather than in addition to, the debt financing, and if the loan amendments are entered into, the debt financing would not be consummated and the merger would be funded through the equity financing and the loan amendments.

        If the merger agreement is terminated, the consent fee referenced below will ultimately be borne by Energy Capital Partners and its affiliates and not by our stockholders, subject to the Company's obligation under the merger agreement to reimburse Energy Capital Partners Management II, LP or its designee for certain of its expenses in certain circumstances described beginning on page 97 of this proxy statement under the heading "The Merger Agreement—Expenses," which reimbursement, if any, will be deducted from any termination fee payable by the Company to Energy Capital Partners Management II, LP or its designee.

        The loan amendments have not been entered into, and we provide no assurance that they may or will be entered into. We have proposed to our lenders under the credit agreement, who we refer to in this section as the lenders, as well as JPMorgan Chase Bank, N.A., as administrative agent under the credit agreement, who we refer to in this section as the administrative agent, that the loan amendments be entered into on the following terms and conditions:

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10.75% Senior Notes due 2018

        Under the terms of the indenture, we are required to make a one or more change of control offers to purchase our outstanding 10.75% Senior Notes due 2018 within 30 days of the completion of the merger. We may also make consent solicitations to amend our indenture.


Limited Guarantee

        Pursuant to a limited guarantee, which we refer to as the limited guarantee, delivered by Energy Capital Partners II-A, LP, which we refer to as the guarantor, in favor of the Company, dated January 7, 2013, the guarantor has agreed to guarantee (A) the obligation of Parent under the merger agreement to pay any Parent termination fee payable by Parent to the Company or the actual damages caused by an intentional breach by Parent of the merger agreement, which are subject to a cap of $75 million, plus costs, expenses (including reasonable attorneys' fees) and interest in the event that the Company commences a suit that results in a judgment against Parent or Merger Sub for payment of either the Parent termination fee by Parent or damages arising from Parent or Merger Sub's intentional breach of any of Parent or Merger Sub's material representations, warranties, agreements or covenants, (B) the costs and expenses incurred in connection with any suit to enforce payment, plus interest in certain circumstances, (C) Parent's obligation to pay certain taxes and fees in the event the merger is consummated and (D) any expenses incurred by Parent or Merger Sub, in each case, if, as and when due. See "The Merger Agreement—Termination Fees" beginning on page 95.

        The guarantor's obligations under the limited guarantee, other than obligations with respect to the costs and expenses incurred in connection with any suit to enforce payment, are subject to a cap of $75 million, plus costs, expenses (including reasonable attorneys' fees) and interest in the event that the Company commences a suit that results in a judgment against Parent or Merger Sub for payment of either the Parent termination fee by Parent or damages arising from Parent or Merger Sub's intentional breach of any of Parent or Merger Sub's material representations, warranties, agreements or covenants.

        Subject to certain exceptions, the limited guarantee will terminate upon the earliest of (A) the effective time of the merger, (B) the date that is 30 days following the date the merger agreement validly terminated, unless prior to such date the Company shall have commenced proceedings to enforce the limited guarantee, in which case the limited guarantee shall terminate upon and in accordance with the final completion of all proceedings to enforce the limited guarantee and after payment in full of amounts due in accordance with such proceedings and (C) such time as all of the obligations guaranteed by the limited guarantee, subject to the cap of $75 million, plus costs, expenses (including reasonable attorneys' fees) and interest in the event that the Company commences a suit that results in a judgment against Parent or Merger Sub for payment of either the Parent termination fee by Parent or damages arising from Parent or Merger Sub's intentional breach of any of Parent or Merger Sub's material representations, warranties, agreements or covenants, have been fully paid in cash and performed in accordance with the terms of the merger agreement.


Closing and Effective Time of Merger

        Unless the parties otherwise agree in writing, the closing of the merger will take place on the later of (i) the fourth business day following the date on which the last of the conditions to closing of the merger (described under "The Merger Agreement—Conditions to the Merger" beginning on page 91) has been satisfied or waived (other than those conditions that by their terms are not capable of being satisfied until the closing of the merger), (ii) the third business day following the final day of the marketing period (as described under "The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period" beginning on page 72), or an earlier date if specified by Parent on no less than three business days' prior notice to us, and (iii) 11 business days after the closing conditions with respect to stockholder approval of the merger, antitrust approval under the HSR Act, consent from the NRC, the Agreement States and the NDA to the transfer of control of the Company and, if the parties

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have made a filing with CFIUS pursuant to Exon-Florio, the determination of CFIUS or the President of the United States not to take any action, or (iv) such other time and/or date as the parties may otherwise agree. The parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement. Early termination of the waiting period under the HSR Act was granted and became effective February 1, 2013, and the NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement. Assuming timely satisfaction of the necessary closing conditions, we anticipate that the merger will be completed between the second and third quarters of 2013. The effective time of the merger will occur concurrently with the closing of the merger.


Payment of Merger Consideration and Surrender of Stock Certificates

        Each record holder of shares of Company common stock (other than holders of solely the excluded shares) will be sent a letter of transmittal describing how such holder may exchange its shares of Company common stock for the per share merger consideration promptly, and in any event within five business days, after the completion of the merger.

        You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

        You will not be entitled to receive the per share merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent. If your shares are certificated, you must also surrender your stock certificate or certificates to the paying agent. If you have lost a stock certificate, or if it has been stolen or destroyed, then to receive your per share merger consideration with respect to the shares of Company common stock represented by that stock certificate you will have to make an affidavit of the loss, theft or destruction of that stock certificate and, if required by Parent, post a bond as indemnity against any claim that may later be made with respect to such stock certificate. If ownership of your shares is not registered in the transfer records of the Company, a check for any cash to be delivered will only be issued if the applicable letter of transmittal is accompanied by all documents reasonably required by the Company to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.


Interests of Certain Persons in the Merger

        When considering the recommendation of our board of directors that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, those of our stockholders generally. The board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of the Company. In the discussion below, we have quantified payments and benefits on a pre-tax basis to our executive officers and to our non-employee directors. For the purposes of all of the agreements and plans described below, the completion of the transactions contemplated by the merger agreement will constitute a change in control and a sale of the Company.

Treatment of Outstanding Equity Awards

        Pursuant to the Company's incentive plans and programs, certain Company equity awards held by its executive officers and directors that are outstanding immediately prior to the closing of the Merger will be subject to accelerated vesting, as described in more detail in the section entitled "The Merger Agreement—Treatment of Company Common Stock, Options, Restricted Stock, Performance Share Units, Phantom Share Awards and Phantom Performance Share Units" on page 73 of this proxy statement.

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        The following table shows, for each person who has been an executive officer or director since January 1, 2012, as applicable, as of January 31, 2013, (i) the number of shares subject to vested options held by him or her, (ii) the cash consideration that he or she will receive for such vested options upon completion of the merger, (iii) the number of shares subject to unvested options held by him or her, (iv) the cash consideration that he or she will receive for such options upon completion of the merger, (v) the number of shares subject to restricted stock, performance share units, phantom share awards and phantom performance share units held by him or her that would be subject to accelerated vesting upon completion of the merger, (vi) the value of the payment that he or she will receive for such restricted stock, performance share units, phantom share awards and phantom performance share units, (vii) the total payments he or she will receive for all unvested equity awards and (viii) the total consideration he or she will receive for all outstanding equity awards. Please note that William R. Benz and David Angerbauer were executive officers during that time period but have now terminated employment and no longer hold equity awards.

Name
  Number
of Shares
Subject
to Vested
Options
(#)
  Cash-Out
Payment
for Vested
Options
($)
  Number
of Shares
Subject
to
Unvested
Options
(#)
  Cash-Out
Payment
for
Unvested
Options
($)
  Number of
Shares
Subject to
Restricted
Stock,
Performance
Share Units,
Phantom
Share
Awards and
Phantom
Performance
Share Units
(#)
  Value of
Payment for
Restricted
Stock,
Performance
Share Units,
Phantom
Share
Awards and
Phantom
Performance
Share Units
($)
  Total
Payment
for
Unvested
Equity
Awards
($)
  Total
Payment for
Outstanding
Equity
Awards
($)
 

Executive Officers

                                                 

David Lockwood

    -0-     -0-     -0-     -0-     2,506,228 (1)   9,398,355 (2)   9,398,355     9,398,355  

Greg Wood

    -0-     -0-     -0-     -0-     1,002,491 (3)   3,759,341 (4)   3,759,341     3,759,341  

John Christian

    67,667     -0-     128,555     -0-     430,509 (5)   1,614,409 (6)   1,614,409     1,614,409  

Mark Morant

    112,834     -0-     132,777     -0-     455,288 (7)   1,707,330 (8)   1,707,330     1,707,330  

Alan Parker

    128,000     -0-     163,383     -0-     435,296 (9)   1,632,360 (10)   1,632,360     1,632,360  

Val J. Christensen (former executive officer)

    214,000     -0-     697,500     -0-     673,498 (11)   2,525,618 (12)   2,525,618     2,525,618  

All other executive officers as a group (2 individuals)

    -0-     -0-     -0-     -0-     121,193 (13)   454,474 (14)   454,474     454,474  

Non-Employee Directors

                                                 

James B. Beasley, Jr. 

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Pascal Colombani

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

J.I. Everest II

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Steven Rogel

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Clare Spottiswoode

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

Robert Whitman

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

David Winder

    -0-     -0-     -0-     -0-     -0-     -0-     -0-     -0-  

(1)
Relates to phantom performance share units.

(2)
Relates to phantom performance share units.

(3)
Relates to phantom performance share units.

(4)
Relates to phantom performance share units.

(5)
77,045 shares relate to restricted stock awards; 24,255 shares relate to performance share units; and 329,209 shares relate to phantom performance share units.

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(6)
$288,919 relates to restricted stock awards; $90,956 relates to performance share units; and $1,234,534 relates to phantom performance share units.

(7)
95,569 shares relate to restricted stock awards; 30,510 shares relate to performance share units; and 329,209 shares relate to phantom performance share units.

(8)
$358,384 relates to restricted stock awards; $114,413 relates to performance share units; and $1,234,534 relates to phantom performance share units.

(9)
81,832 shares relate to restricted stock awards; 24,255 shares relate to performance share units; and 329,209 shares relate to phantom performance share units.

(10)
$306,870 relates to restricted stock awards; $90,956 relates to performance share units; and $1,234,534 relates to phantom performance share units.

(11)
447,498 shares relate to restricted stock awards; 226,000 shares relate to performance share units.

(12)
$1,678,118 relates to restricted stock awards; $847,500 relates to performance share units.

(13)
Relates to phantom share awards.

(14)
Relates to phantom share awards.

Severance Agreements

        Each named executive officer is party to a severance agreement with the Company which provides that if his employment is terminated within two years following a change in control by the Company without "cause" or by the executive for "good reason," (each as defined in the severance agreement) then, subject to the execution of a release and compliance with certain confidentiality, non-solicitation and non-disclosure requirements, he will be entitled to the following severance payments and benefits:

        In the event the total severance payments due to an executive officer would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, then the severance payments will be cut back to the amount that would result in no such tax being imposed, if such reduction would result in a greater after-tax benefit to the executive officer. The payments below do not reflect the value of any such potential cutback.

        Executive officers other than the named executive officers are covered by a general Company severance practice, pursuant to which the Company has historically paid two weeks of severance pay for the first year of service, plus one week of severance pay for each year of service thereafter.

        The aggregate value of the payments and benefits to which each executive officer could become entitled pursuant to the severance agreements (or severance policy, as the case may be), assuming for

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this purpose that the merger is consummated on July 31, 2013 and termination of employment occurs on such date, is as follows:

Executive Officer
  Value of
Severance Agreement
Payments and
Benefits
($)
 

David Lockwood

    3,528,444  

Greg Wood

    2,384,065  

John Christian

    1,592,542  

Mark Morant

    1,905,862  

Alan Parker

    1,625,402  

All other executive officers as a group

    24,846  

Retention Agreements

        In addition to any other payments or benefits which may be due to the executive officer, each executive officer is party to a retention agreement with the Company which provides that he will be paid a lump sum cash retention payment on the effective date of the merger, or, if applicable, the effective date of another transaction arising from the "go-shop" period, so long as (i) he is still employed by the Company on such effective date or has been terminated by the Company without "cause" (for the named executive officers, as defined in such individual's severance agreement) prior to such date; (ii) the price per share received by stockholders of the Company in the transaction is $3.75 or greater; and (iii) such effective date is no later than December 31, 2013.

        The amount of payments to which each executive officer could become entitled pursuant to the retention agreements is as follows:

Executive Officer
  Value of
Retention Agreement
Payments
($)
 

David Lockwood

    3,300,000  

Greg Wood

    1,200,000  

John Christian

    100,000  

Mark Morant

    100,000  

Alan Parker

    100,000  

All other executive officers as a group

    200,000  


Specified Compensation that may Become Payable to Our Named Executive Officers in Connection with the Merger

        In accordance with Item 402(t) of Regulation S-K, the table below sets forth the estimated amounts of compensation and benefits that each named executive officer of the Company could receive that are based on or otherwise relate to the merger. These amounts have been calculated assuming the merger is consummated on July 31, 2013 and assuming each named executive officer experiences a qualifying termination of employment as of that date. Please see the section entitled "Interests of Certain Persons in the Merger" for further information about the applicable compensation and benefits.

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Golden Parachute Compensation

Named Executive Officer
  Cash
($)(1)
  Equity
($)(2)
  Perquisites/
Benefits ($)(3)
  Total
($)(4)
 

David Lockwood

    6,735,616     9,398,355     92,828     16,226,799  

Greg Wood

    3,490,411     3,759,341     93,624     7,343,376  

John Christian

    1,603,212     1,483,755     89,330     3,176,297  

Mark Morant

    1,603,212     1,559,441     402,650     3,244,304  

Alan Parker

    1,633,485     1,470,326     91,917     3,195,728  

(1)
Cash.


The following table shows, for each named executive officer, the amount of each component part of the cash payments. These amounts are double-trigger in nature except for the retention payments, which are single trigger in nature.

Named Executive Officer
  Salary
Continuation
($)
  Pro Rata Bonus
($)
  Retention
Payments
($)
  Total
($)
 

David Lockwood

    3,000,000     435,616     3,300,000     6,735,616  

Greg Wood

    2,000,000     290,411     1,200,000     3,490,411  

John Christian

    1,282,500     220,712     100,000     1,603,212  

Mark Morant

    1,282,500     220,712     100,000     1,603,212  

Alan Parker

    1,308,328     225,157     100,000     1,633,485  
(2)
Equity.
(3)
Perquisites/Benefits.


Represents the value of the payments with respect to welfare benefit coverage and the maximum value of outplacement services and relocation (for Mr. Morant), each as described above under "Severance Agreements." These amounts are double-trigger in nature.

Executive Officer
  Welfare Benefit
Payments
($)
  Outplacement
Services
($)
  Relocation
($)
  Total
($)
 

David Lockwood

    42,828     50,000     0     92,828  

Greg Wood

    43,624     50,000     0     93,624  

John Christian

    39,330     50,000     0     89,330  

Mark Morant

    31,650     50,000     321,000     402,650  

Alan Parker

    41,917     50,000     0     91,917  

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(4)
Total.


The following table shows, for each named executive officer, the amounts which are single trigger (i.e., conditioned solely on the occurrence of a change in control) or double trigger (i.e., requiring the occurrence of an additional event, in this case a qualifying termination of employment) as described in more detail above.

Executive Officer
  Single Trigger
($)
  Double Trigger
($)
 

David Lockwood

    3,300,000     12,926,799  

Greg Wood

    1,200,000     6,143,376  

John Christian

    349,221     2,827,076  

Mark Morant

    424,908     2,819,396  

Alan Parker

    335,792     2,859,936  

Arrangements with the Surviving Corporation

        Parent has previously indicated its belief that the continued involvement of the Company's management team is integral to the surviving corporation's future success. As of the date of this proxy statement, no members of our current management have entered into any definitive agreement, arrangement or understanding with Parent, Merger Sub or their affiliates regarding employment with, or the right to invest or participate in the equity of, the surviving corporation, Parent or any of its affiliates.

        Pursuant to the merger agreement, for a one-year period commencing at the effective time of the merger, Parent has agreed to provide or cause the surviving corporation to provide to each individual who continues to be employed from and after the effective time of the merger, who we refer to as collectively as the continuing employees, a base salary or wage rate at least equal to their base salary or wage rate in effect as of immediately prior to the effective time of the merger, and compensation and benefits that are, in the aggregate, no less favorable than the compensation and benefits being provided to such employees immediately prior to the effective time. Parent agreed to honor the terms and conditions of employment and continue benefits as set forth within any collective bargaining agreement with respect to those continuing employees whose terms and conditions of employment are governed by a collective bargaining agreement, subject to any powers to amend, terminate or renegotiate a collective bargaining agreement. In addition, Parent agreed to provide or cause the surviving corporation to provide to continuing employees who experience a termination of employment during the one-year period commencing at the effective time of the merger severance benefits that are no less than the severance benefits that would have been provided to such employees upon such a termination of employment immediately prior to the effective time of the merger. A more complete description of the benefits provided to Company employees under the merger agreement is under the heading "The Merger Agreement—Employee Benefit Matters" beginning on page 90.

        In addition, pursuant to the merger agreement, Parent and the surviving corporation will indemnify, defend, and hold harmless (and will advance expenses to) our present and former officers, directors and employees to the fullest extent required by our charter and bylaws and any indemnification agreements as in effect on the date of the merger agreement for acts or omissions occurring prior to the effective time of the merger for not less than six years after the effective time of the merger, and will not amend, repeal or otherwise modify any such provision in any manner that would adversely affect the rights thereunder of any such current and former officers, directors and employees. In addition, the Company will, or if the Company is unable to do so prior to the effective time, Parent will, or will cause the surviving corporation to, obtain and fully pay the premium for the non-cancellable extension of our current directors' and officers' liability insurance and fiduciary liability insurance policies covering each person currently covered by our directors' and officers' liability

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insurance policy for a claims reporting or discovery period of at least six years from and after the effective time with respect to any claim related to any period of time at or prior to the effective time from an insurance carrier with the same or a better credit rating as the Company's current insurance carrier. However, Parent and the surviving corporation will not be required to pay an annual premium for any such insurance in excess of 300% of the last annual premium paid prior to the date of the merger agreement. A more complete description of the indemnification and insurance rights provided to the Company's directors and officers under the merger agreement is under the heading "The Merger Agreement—Indemnification; Directors' and Officers' Insurance" on page 99.

        Except as disclosed in this proxy statement, there is no present or proposed material agreement, arrangement, understanding or relationship between Parent, Merger Sub, the guarantor or any of their respective executive officers, directors, controlling persons or subsidiaries, on the one hand, and the Company or any of its executive officers, directors, controlling persons or subsidiaries, on the other hand.


Accounting Treatment

        The merger will be accounted for as a "purchase transaction" for financial accounting purposes.


Material U.S. Federal Income Tax Consequences of the Merger

        The following is a summary of the material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) and certain non-U.S. holders (as defined below) whose shares of Company common stock are converted into the right to receive cash in the merger. The discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. This discussion is based on current law, which is subject to change, possibly with retroactive effect. The discussion applies only to beneficial owners who hold shares of Company common stock as capital assets, and does not apply to shares of Company common stock received in connection with the exercise of employee stock options or otherwise as compensation, stockholders who hold an equity interest, actually or constructively, in Parent or the surviving corporation after the merger, stockholders who validly exercise their rights under the DGCL to object to the merger or to certain types of beneficial owners who may be subject to special rules (such as insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities, mutual funds, traders in securities who elect the mark-to-market method of accounting, U.S. expatriates, stockholders subject to the alternative minimum tax, stockholders who actually or constructively own 5% or more of the outstanding shares of Company common stock, stockholders that have a functional currency other than the U.S. dollar or stockholders who hold Company common stock as part of a hedge, straddle, constructive sale or conversion transaction). This discussion does not address the receipt of cash in connection with the cancellation of shares of restricted stock, stock units or options to purchase shares of Company common stock, or any other matters relating to equity compensation or benefit plans (including the 401(k) plan). This discussion does not address any aspect of state, local or foreign tax laws, or any U.S. federal taxes other than income taxes.

        For purposes of this discussion, we use the term "U.S. holder" to mean a beneficial owner of shares of Company common stock that is, for U.S. federal income tax purposes:

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        As used herein, a "non-U.S. holder" means a beneficial owner of Company common stock that is (A) neither a U.S. holder nor an entity or arrangement treated as a partnership for United States federal income tax purposes and (B) an individual, corporation (or other entity treated as a corporation for U.S. federal income tax purposes), a trust, or an estate.

        If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Company common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. A partner of a partnership holding Company common stock should consult the partner's tax advisor regarding the U.S. federal income tax consequences of the merger to such partner.

Federal Income Tax Consequences for U.S. Holders

        The exchange of shares of Company common stock for cash in the merger will generally be a taxable transaction to U.S. holders for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Company common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes) and the U.S. holder's adjusted tax basis in such shares. A U.S. holder's adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of Company common stock (i.e., shares of Company common stock acquired at the same cost in a single transaction). Such gain or loss will be long-term capital gain or loss provided that the U.S. holder's holding period for such shares of Company common stock is more than 12 months at the time of the completion of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. There are limitations on the deductibility of capital losses.

Federal Income Tax Consequences for Non-U.S. Holders

        Cash received in the merger by a non-U.S. holder or his or her agent generally will not be subject to U.S. withholding tax (other than potentially to backup withholding tax, as discussed below) and will not be subject to U.S. income tax unless:

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        For purposes of the third bullet point above, we do not believe we are, or have been during the five years preceding the merger, a United States real property holding corporation for U.S. federal income tax purposes. If a non-United States real property certificate is not delivered by us in a timely manner, the paying agent shall be instructed to deduct or withhold from the merger consideration payable to each non-U.S. holder all such amounts required to be withheld under applicable tax law.

        Non-U.S. Holders should consult their own tax advisors regarding the tax consequences to them of the merger.

Backup Withholding and Information Reporting

        Backup withholding of tax (currently at a rate of 28%) may apply to cash payments to which a holder is entitled under the merger agreement. Backup withholding will not apply, however, to (A) a U.S. holder that provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules or (B) a non-U.S. holder that establishes an exemption in a manner satisfactory to the paying agent and otherwise complies with the backup withholding rules. Cash payments made pursuant to the merger will also be subject to information reporting unless an exemption applies.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder timely furnishes the required information to the Internal Revenue Service.

        The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each stockholder should consult the stockholder's tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the merger in light of such stockholder's particular circumstances and the application of state, local and foreign tax laws.


Regulatory Approvals and Notices

        Under the terms of the merger agreement, the merger cannot be completed until the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, has expired or been terminated.

        Under the HSR Act and the rules promulgated thereunder by the Federal Trade Commission, or the FTC, the merger cannot be completed until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the Department of Justice, or the DOJ, under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on January 22, 2013, and each requested early termination of the waiting period. The request for early termination of the waiting period was granted on and became effective February 1, 2013.

        At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the Company or Parent. At any time before or after the completion of the merger, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion

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of the merger or seeking divestiture of substantial assets of the Company or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

        Additionally, under the merger agreement, the merger cannot be completed until the United Kingdom Nuclear Decommissioning Authority, which we refer to as the NDA, gives its prior written consent to the indirect change of control of EnergySolutions EU Limited. As required by the Magnox Parent Body Agreement, the Company informed the NDA of the potential transaction prior to entering into the merger agreement on January 7, 2013. Following a meeting with the NDA to discuss the transaction on January 9, 2013, the Company submitted a draft application to the NDA for its prior written consent to the proposed change in control of EnergySolutions EU Limited on January 14, 2013 and, following initial feedback from the NDA, submitted the formal consent application on January 21, 2013. The NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement.

        Also, under the merger agreement and under the Atomic Energy Act, as amended, which we refer to as the AEA, the merger cannot be completed until the Nuclear Regulatory Commission, which we refer to as 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 AEA, and which States we refer to as the Agreement States, in each case give their prior written consent to the indirect transfer of control of our NRC and State radiological licenses and permits. All required applications were filed requesting such consent to the indirect transfer of control of the Company's NRC and Agreement State licenses and radiological permits from the NRC and the States of Connecticut, Ohio, South Carolina, Tennessee and Utah. On February 6, 2013, the State of Tennessee issued its consent regarding several licenses held by the Company. However, further consents are still required from the NRC and each of the Agreement States, including Tennessee.

        If the parties make a filing with the Committee on Foreign Investment in the United States, which we refer to as CFIUS, pursuant to the Defense Protection Act of 1950, which we refer to as Exon-Florio, under the merger agreement, the merger cannot be completed until CFIUS has notified Parent in writing that it has determined not to investigate the transactions contemplated by the merger agreement or, if it has undertaken such an investigation, that it has determined not to take any action or the President of the United States has determined not to take any action. The parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement.

        There can be no assurance that all of the regulatory approvals described above will be sought or obtained and, if obtained, there can be no assurance as to the timing of any approvals, the ability of Parent or the Company to obtain the approvals on satisfactory terms or the absence of any litigation challenging such approvals. There can also be no assurance that the DOJ, the FTC, the NRC, the Agreement States, the NDA or any other governmental entity or any private party will not attempt to challenge the merger and, if such a challenge is made, there can be no assurance as to its result.


Litigation Relating to the Merger

        Following the January 7, 2013 announcement of the merger agreement, nine purported class action lawsuits were brought against us, the members of our board of directors, Energy Capital Partners II, LLC, Parent and Merger Sub. Five lawsuits were filed in the Delaware Court of Chancery, captioned Printz v. Rogel, et al., C.A. No. 8302-VCG (Jan. 10, 2013); Bushansky v. EnergySolutions, Inc., et al., C.A. No. 8210 (Jan. 11, 2013); Danahare v. EnergySolutions, Inc., et al., C.A. No. 8219 (Jan. 15, 2013); Graham v. EnergySolutions, Inc., et al. (Jan. 15, 2013), and Lebron v. EnergySolutions, Inc., et al., C.A. No. 8223 (Jan. 15, 2013), which we refer to collectively as the Delaware actions. On January 19, 2013, the Court of Chancery entered an order consolidating the Delaware actions as In re EnergySolutions,

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Inc. Shareholder Litigation, Consolidated C.A. No. 8203-VCG. On January 28, 2013, the Court of Chancery entered an Order of Class Certification and Case Management which, among other things, certified a non opt-out class of EnergySolutions stockholders consisting of all persons who held shares of stock of EnergySolutions (excluding defendants named in the Delaware actions and their immediate family members, any entity controlled by any of the defendants, and any successors in interest thereto) at any time during the period from and including January 7, 2013, through the date of consummation or termination of the Proposed Transaction.

        The other four lawsuits were filed in the Utah State District Court, Third Judicial District, Salt Lake County, and are titled Mohammed v. EnergySolutions, Inc., et al., No. 130400388 (Jan. 10, 2013); Luck v. EnergySolutions, Inc., et al. No. 130900256 (Jan. 11, 2013); Braiker v. EnergySolutions, Inc., et al., No. 130900573 (Jan. 25, 2013); and Temmler v. EnergySolutions, Inc., et al., No. 130900684 (Jan 31, 2013), which we refer to collectively as the Utah actions. On February 1, 2013, the Company and certain defendants filed a Motion to Dismiss or Stay, or in the Alternative for Extension of Time to Respond to Complaint in the Luck action, seeking to dismiss or stay the action in deference to the Delaware actions.

        Collectively, the Delaware actions and Utah actions generally allege that the individual defendants breached their fiduciary duties in connection with the merger because the merger consideration is unfair, that certain other terms in the merger agreement are unfair, and that certain individual defendants are financially interested in the merger. Some of the actions further allege that Energy Capital Partners II, LLC, Parent and Merger Sub aided and abetted these alleged breaches of fiduciary duty. Among other remedies, the lawsuits seek to enjoin the merger, or in the event that an injunction is not awarded, unspecified money damages, costs and attorneys' fees. We believe that each of the Delaware actions and Utah actions is without merit, and we intend to vigorously defend against all claims asserted.

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THE MERGER AGREEMENT (PROPOSAL NO. 1)

        This section describes the material terms of the merger agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about us. Such information can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section entitled, "Where You Can Find More Information," beginning on page 113.


Explanatory Note Regarding the Merger Agreement

        The merger agreement is included to provide you with information regarding its terms. Factual disclosures about the Company contained in this proxy statement or in the Company's public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the merger agreement. The representations, warranties and covenants made in the merger agreement by the Company, Parent and Merger Sub were qualified and subject to important limitations agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by the matters contained in the disclosure schedule that the Company delivered in connection with the merger agreement, which disclosures were not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.


Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

        The merger agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, set forth in the merger agreement. As the surviving corporation, the Company will continue to exist following the merger.

        The board of directors of the surviving corporation will be the directors of Merger Sub until the earlier of their resignation or removal or until their successors have been duly elected and qualified. The officers of the Company immediately prior to the effective time of the merger will be the officers of the surviving corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified.

        Subject to Parent's and the surviving corporation's commitments with respect to indemnification of the Company's current and former directors and officers, at the effective time of the merger, (i) the certificate of incorporation of the surviving corporation will be amended and restated to be identical to the certificate of incorporation of the Merger Sub and (ii) the bylaws of the surviving corporation will be amended and restated to be identical to the bylaws of Merger Sub in effect immediately prior to the effective time of the merger until amended in accordance with their terms or by applicable laws.

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        Following the completion of the merger, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act and to cease to be publicly traded, but we may be subject to certain continued reporting requirements with respect to our 10.75% Senior Notes due 2018.


Closing and Effective Time of the Merger; Marketing Period

        Unless the parties otherwise agree in writing, the closing of the merger will take place on the later of (i) the fourth business day following the date on which the last of the conditions to closing of the merger (described under "The Merger Agreement—Conditions to the Merger" beginning on page 91) has been satisfied (to the extent permitted by applicable law) or waived (other than those conditions that by their terms are not capable of being satisfied until the closing of the merger), (ii) the third business day following the final day of the marketing period (as described in this section) or such earlier date as may be specified by Parent on no less than three business days' notice to us, (iii) 11 business days after the closing conditions with respect to stockholder approval of the merger, antitrust approval under the HSR Act, consent from the NRC, the Agreement States and the NDA to the transfer of control of the Company and, if the parties have made a filing with CFIUS pursuant to Exon-Florio, the determination of CFIUS or the President of the United States not to take any action, or (iv) such other time and/or date as the parties may otherwise agree. The parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement. Early termination of the waiting period under the HSR Act was granted on and became effective February 1, 2013, and the NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement.

        Assuming timely satisfaction of the necessary closing conditions, we anticipate that the merger will be completed between the second and third quarters of 2013. The effective time of the merger will occur concurrently with the closing of the merger.

        The marketing period is the first period of 20 consecutive calendar days after January 7, 2013, throughout which (a) Parent has the required financial information described below, (b) the closing conditions relating to the adoption of the merger agreement by our stockholders, the expiration of the waiting period under the HSR Act, receipt of consent from the NRC, the Agreement States and the NDA to the transfer of control of the Company, and CFIUS (if applicable) are satisfied and (c) nothing has occurred and no condition exists which would cause any of the conditions to the obligations of Parent and Merger Sub to consummate the merger relating to the accuracy of our representations and warranties and our performance of our obligations under the merger agreement not to be satisfied were they to be applicable at any time during such 20 consecutive calendar day period. However, the parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement, early termination of the waiting period under the HSR Act was granted on and became effective February 1, 2013 and the NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement. In addition, the marketing period will not be deemed to have commenced if, before the completion of the marketing period, Ernst & Young LLP withdraws its audit opinion with respect to any of the audited financial statements that are required financial information, in which case the marketing period will be deemed to commence once unqualified audit opinions have been issued for the applicable periods. Furthermore, the marketing period will not be deemed to have commenced if the Company publicly states that it is considering restating or intending to restate any financial statements that are required financial information, in which case the marketing period will be deemed to commence once the intended or contemplated restatement is completed or the Company publicly states that no such restatement is required. Further, if the financial statements included in the required financial information would not be sufficiently current on any day during such 20 consecutive

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calendar day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such 20 consecutive calendar day period, such period will be extended for 10 calendar days following the receipt by Parent of updated required financial information that would be sufficiently current to permit a registration statement using such financial statements to be declared effective by the SEC during the remainder of such 10 calendar day period. However, if we in good faith reasonably believe we have delivered the required financial information, we may deliver to Parent a written notice to that effect, in which case the marketing period shall be deemed to have commenced on the date specified in that notice unless Parent in good faith reasonably believes that we have not completed delivery of the required financial information and, within three business days of our delivery of notice to Parent, delivers to us written notice to that effect stating with specificity which required financial information Parent reasonably believes we have not delivered. In any case, the marketing period will end on the date on which either the debt financing described under "Financing of the Merger—Debt Financing" on page 56 or the loan amendments described under "Financing of the Merger—Loan Amendments" on page 57 are obtained, even if before the expiration of the 20 consecutive calendar day period described above.

        Required financial information consists of, as of any date, (i) consolidated financial statements, financial data and other pertinent information regarding us and our subsidiaries required under the financing commitments and all financial statements, financial data, audit reports and other information of the type required by SEC Regulation S-X (other than Sections 3-10 and 3-16) and SEC Regulation S-K under the Securities Act of 1933 and of the type and form customarily included in a registration statement or an offering memorandum pursuant to Rule 144A under the Securities Act for the offering of debt securities contemplated by the financing commitments or in an offer to purchase for a tender offer for our 10.75% Senior Notes due 2018 and/or a consent solicitation to amend the indenture, (ii) other information as is otherwise necessary in order to receive customary "comfort" letters with respect to the financial statements and data referred to in clause (i), including "negative assurance" comfort, from the independent auditors of us and our subsidiaries on each date during the relevant period (including drafts of such "comfort" letters which such auditors are prepared to issue upon completion of customary procedures, each in form and substance customary for high yield debt securities offerings), and (iii) other documents required to satisfy any customary negative assurance opinion and to consummate the debt financing or any alternative financing at the time they are to be consummated.


Treatment of Company Common Stock, Options, Restricted Stock, Performance Share Units, Phantom Share Awards and Phantom Performance Share Units

Common Stock

        At the effective time of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (except for the excluded shares) will convert into the right to receive the per share merger consideration, without interest, less any required tax withholding. Shares of Company common stock owned by the Company will be cancelled without payment of any consideration. Each share of Company common stock owned by Parent, Merger Sub or their affiliates or by majority-owned subsidiaries of the Company will remain outstanding and be converted into that number of surviving corporation shares that bear the same ratio to the aggregate number of outstanding shares of the Surviving Corporation as the number of shares held by Parent, Merger Sub or each subsidiary bore to the aggregate number of outstanding shares immediately prior to the effective time. Company common stock owned by stockholders who have properly exercised and perfected their demands for appraisal rights under the DGCL will not be converted into the right to receive the per share merger consideration. Such stockholders will instead be entitled to the appraisal rights provided under the DGCL as described under "Appraisal Rights" beginning on page 106.

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Options

        At the effective time of the merger, each Company option that is outstanding and unexercised immediately prior to the effective time of the merger will be cancelled and terminated and, at the effective time, converted into the right to receive, within five business days following the effective time of the merger, with respect to each share previously subject to such option, the excess, if any, of the per share merger consideration over the exercise price per share of such option, without interest, less any required tax withholding. If the exercise price per share of any Company option is equal to or greater than the per share merger consideration, such Company option will be cancelled without any cash payment. As of the effective time of the merger, all Company options will automatically terminate, and each holder will cease to have any rights with respect to the Company options, except the right to the cash payment described above.

Restricted Stock

        At the effective time of the merger, each share of Company restricted stock that is outstanding immediately prior to the effective time of the merger will become fully vested (with the exception of Company restricted stock that is earned based on the achievement of performance goals, which will instead become earned and vested in accordance with the terms of the applicable award agreement) and will be converted into the right to receive, within five business days following the effective time of the merger, the per share merger consideration, without interest, less any required tax withholding. As of the effective time of the merger, all Company restricted stock will automatically terminate, and each holder will cease to have any rights with respect to the Company restricted stock, except the right to the cash payment described above.

Performance Share Units, Phantom Share Awards and Phantom Performance Share Units

        At the effective time of the merger, each Company performance share unit and Company phantom share award that is outstanding immediately prior to the effective time of the merger will become fully vested, with the exception of any phantom performance share units which will, based on Parent's request during the negotiation of the merger, instead become earned and vested in accordance with the terms of the applicable award agreements, and will be cancelled and terminated and converted into the right to receive, within five business days following the effective time of the merger (except as set forth in the following paragraph), with respect to each share previously subject to such vested unit or award, the per share merger consideration, without interest, less any required tax withholding. As of the effective time of the merger, all Company performance share units and Company phantom share awards will no longer be outstanding and will automatically terminate, and each holder of such Company performance share unit and Company phantom share award will cease to have any rights with respect thereto, except the right to the cash payment described above.

        This payment will be made within five business days following the effective time, except that amount payable with respect to performance-based phantom share awards will be payable, with certain exceptions, in accordance with the terms of the applicable award agreements.


Exchange and Payment Procedures

        At the effective time of the merger, Parent will deposit, or will cause to be deposited, with the paying agent a cash amount in immediately available funds sufficient for the paying agent to make payment of the aggregate merger consideration to the holders of shares of Company common stock in connection with the merger, and if any holder who has properly exercised and perfected its demand for appraisal of such shares pursuant to the DGCL fails to perfect or withdraws or loses any such right to appraisal, each such share of such holder shall thereupon be deemed to have been converted as of the effective time of the merger into the right to receive the applicable per share merger consideration,

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without any interest. Promptly following the effective time of the merger and in no event later than five business days following the effective time of the merger, Parent shall cause the paying agent to mail to each holder of record of (i) outstanding certificates that immediately prior to the effective time of the merger represented outstanding shares of Company common stock, and (ii) uncertificated shares represented by book entry, that, in each case, have been converted into the right to receive the applicable per share merger consideration, a letter of transmittal in customary form and instructions for use in effecting the surrender of the certificates or book entry shares in exchange for the per share merger consideration.

        Upon surrender of a certificate for cancellation to the paying agent together with such letter of transmittal, the holder of such certificate will be entitled to receive the per share merger consideration, without interest, less any required tax withholding, within five business days following the later of the effective time of the merger or the paying agent's receipt of such certificate. The surrendered certificate shall be cancelled. No interest will be paid or accrued on any consideration payable to holders of certificates. The paying agent shall accept such certificates upon compliance with such reasonable terms and conditions as the paying agent may impose.

        You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

        You will not be entitled to receive the per share merger consideration until you deliver a duly completed and executed letter of transmittal to the paying agent. If your shares are certificated, you must also surrender your stock certificate or certificates to the paying agent. If ownership of your shares is not registered in the transfer records of the Company, a check for any cash to be delivered will only be issued if the applicable letter of transmittal is accompanied by all documents reasonably required by the paying agent to evidence and effect transfer and to evidence that any applicable stock transfer or other taxes have been paid or are not applicable.

        No interest will be paid or accrued on the cash payable as the per share merger consideration upon the surrender of your certificates or book-entry shares. Parent, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable taxes from the per share merger consideration. Any sum that is withheld will be deemed to have been paid to the person with regard to whom it is withheld.

        From and after the effective time of the merger, there will be no transfers on our stock transfer books of shares of Company common stock that were outstanding immediately prior to the effective time of the merger. If, after the effective time of the merger, a certificate is presented to the surviving corporation or the paying agent for transfer, such certificate will be cancelled and, subject to compliance with the exchange procedures set forth in the merger agreement, exchanged for the cash amount to which such person is entitled pursuant to the merger agreement.

        Any portion of the per share merger consideration deposited with the paying agent that remains undistributed to former record holders of Company common stock on the 12-month anniversary of the effective time of the merger will be delivered to the surviving corporation upon demand. Record holders of Company common stock (other than the excluded shares) who have not complied with the above-described exchange and payment procedures may thereafter only look to the surviving corporation for payment of the per share merger consideration without interest thereon. None of the surviving corporation, Parent, the paying agent or any other person will be liable to any person for any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.

        If you have lost a certificate, or if it has been stolen or destroyed, then, before you will be entitled to receive the per share merger consideration, you will have to make an affidavit of the loss, theft or destruction of that certificate. In addition, if required by Parent, you will have to post a bond in a

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customary amount as indemnity against any claim that may be made against it or the surviving corporation with respect to such certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.


Financing Covenant; Company Cooperation

        Prior to the closing of the merger, unless the loan amendments described at "Financing of the Merger—Loan Amendments" on page 57 are in effect, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to:

        Until and unless the loan amendments are in effect, Parent will not release or consent to the termination of the obligations of the commitment parties under the debt commitment letter, except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the debt commitment letter, or in connection with obtaining alternative financing or replacing or amending the debt commitment letter to add additional debt financing sources or otherwise in a manner that would not adversely impact or delay in any material respect the ability of Parent to consummate the merger or the financing.

        Parent and Merger Sub acknowledge in the merger agreement that the obtaining of any financing, including the loan amendments, or the completion of any issuance of securities contemplated by any

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financing, is not a condition to the closing of the merger, such that if any financing (or any alternative financing) or issuance of securities has not been obtained, Parent and Merger Sub will continue to be obligated, subject to the satisfaction or waiver of the conditions to the closing of the merger specified in the merger agreement, to consummate the merger.

        If the loan amendments are not in effect and any portion of the debt financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the debt commitment letter, Parent is required to use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms not less favorable, in the aggregate, to Parent than those set forth in the debt commitment letter, in an amount sufficient to consummate the transactions contemplated by the merger agreement as promptly as practicable following the occurrence of such event.

        Parent has agreed to give us written notice promptly, and in any event within five business days: (i) of any party's default or breach of any financing commitment of which Parent or Merger Sub becomes aware or any termination thereof; (ii) of the receipt of any written notice or other communication from any party to a financing commitment regarding the existence of a material dispute or disagreement between or among any parties to any financing commitment that could reasonably cause a condition to the financing commitments not to be satisfied; and (iii) if for any reason Parent or Merger Sub has reasonably determined in good faith that it will not be able to obtain all or any portion of the financing on the terms, in the manner or from the sources contemplated by the financing commitments (including the flex provisions).

        We have agreed to reasonably cooperate in connection with the loan amendments, the financing, and any tender offer relating to our 10.75% Senior Notes due 2018 and/or consent solicitation to amend the indenture as may be reasonably requested by Parent and that does not unreasonably interfere with our and our subsidiaries' ongoing operations, including by:

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Representations and Warranties

        We made customary representations and warranties in the merger agreement that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement and the matters contained in the disclosure schedule delivered by the Company in connection with the merger agreement. These representations and warranties relate to, among other things:

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        Many of our representations and warranties are qualified by, among other things, exceptions relating to the absence of a "Company material adverse effect," which means an event, change, occurrence, circumstance, development or effect that, individually or in the aggregate:

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        However, in no event shall any of the following be considered in determining whether such material adverse effect has occurred or would reasonably be expected to occur:

        The merger agreement also contains customary representations and warranties made by Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the merger agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

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        Many of Parent's representations and warranties are qualified by, among other things, exceptions relating to the absence of a "Parent material adverse effect," meaning any event, change, occurrence, circumstance, development or effect that, individually or in the aggregate, would reasonably be expected to prevent or materially delay or impair the ability of Parent to consummate the merger, the financing or the other transactions contemplated by the merger agreement.

        The representations and warranties in the merger agreement of each of the Company, Parent and Merger Sub will terminate upon the consummation of the merger or the termination of the merger agreement pursuant to its terms.


Conduct of Our Business Pending the Merger

        Under the merger agreement, subject to certain exceptions set forth in the merger agreement and the matters contained in the disclosure schedule delivered by the Company in connection therewith, between the date of the merger agreement and the effective time of the merger, unless Parent gives its prior written approval (which, with respect to certain actions, cannot be unreasonably withheld, conditioned or delayed), we will, and will cause our subsidiaries and, to the extent we are able, cause Magnox Limited to, carry out our businesses in the ordinary course consistent with past practice and we and our subsidiaries will use our reasonable best efforts to preserve intact our business organizations, to keep available the services of our current officers and employees, to pursue any bid for a government contract to which we or any of our subsidiaries are a party and for which an award has not been issued prior to the date of the merger agreement, to preserve our assets, rights and properties in good repair and condition and preserve our relationships and goodwill with governmental entities, customers, suppliers, licensors, licensees, distributors and others having business dealings with us and our subsidiaries. We also covenant to operate the power facility site in Zion, Illinois in compliance with the contracts governing our operations in Zion and in the ordinary course of business consistent with past practice and to cause EnergySolutions EU Limited to comply with the Magnox Parent Body Agreement.

        Subject to certain exceptions set forth in the merger agreement and the matters contained in the disclosure schedule delivered by us in connection therewith, we will not take, and we will not permit our subsidiaries to take, and will use reasonable best efforts to prevent Magnox Limited from taking,

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any of the following actions without Parent's written approval (which, with respect to certain actions, cannot be unreasonably withheld, conditioned or delayed):

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Solicitation of Acquisition Proposals

        From and after the end of the period beginning upon the execution of the merger agreement and continuing until 11:59 p.m. New York City time on February 6, 2013, which we refer to as the "go shop" period, until the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, we will not, and we will cause our subsidiaries and our representatives not to, and we will use our reasonable best efforts to cause (subject to any request, instruction or direction from the NDA) Magnox Limited not to:

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        Immediately following the "go shop" period, we will, and will cause our subsidiaries and representatives to, cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons with respect to an acquisition proposal and to request the immediate return or destruction of all confidential information previously furnished. However, from the end of the "go shop" period, we would have been permitted to continue to engage in solicitation activities and negotiations for 10 days with respect to a bona fide acquisition proposal submitted by a person prior to the conclusion of the "go shop" period that our board of directors determined in good faith to constitute, or to be reasonably likely to lead to, a superior proposal. No such proposals were submitted during the "go shop" period.

        At any time after the expiration of the "go-shop" period and before our stockholders adopt the merger agreement, if (i) any person makes a bona fide written acquisition proposal that did not result from a breach of our obligations under the preceding paragraphs, (ii) such person executes a confidentiality agreement on terms no less favorable to us than the terms of our confidentiality agreement with Energy Capital Partners II, LLC and (iii) (A) our board of directors determines in good faith, based on the information then available and after consultation with its financial advisor and outside legal counsel, that such acquisition proposal either constitutes a superior proposal or would reasonably be expected to lead to a superior proposal, (B) our board of directors determines in good faith (after consultation with outside legal counsel) that it is necessary to take such actions in order to comply with its fiduciary duties under applicable law, (C) we or our board of directors gives Parent prior notice of such determinations and (D) all information or data to be provided to such person has either been previously provided to Parent or is provided to Parent prior to or concurrently with the time it is provided to such person, then we may provide non-public information concerning us and our subsidiaries and engage or participate in any discussions or negotiations with such persons with respect to such bona fide written acquisition proposal, so long as we comply with certain terms of the merger agreement.

        At any time before the merger agreement is adopted by our stockholders, if our board of directors determines in good faith and after consultation with its financial advisor and outside legal counsel, after giving effect to all adjustments offered by Parent and Merger Sub to the per share merger consideration, that an acquisition proposal it has received is a superior proposal and that it is necessary to take action in order to comply with its fiduciary duties under applicable law, then we may take actions including to effect a Company adverse recommendation change or terminate the merger agreement and enter into any acquisition, merger or similar agreement with respect to such superior proposal, so long as we comply with certain terms of the merger agreement, including paying a termination fee to Energy Capital Partners Management II, LP or its designee. See "The Merger Agreement—Termination Fees" beginning on page 95.

        Subject to the exceptions described below, at any time after the date of the merger agreement, neither our board of directors nor any committee thereof shall adopt, approve, recommend or declare advisable, or propose to adopt, approve, recommend or declare advisable, or cause or permit us or any of our subsidiaries to execute or enter into an alternative acquisition agreement or take any of the following actions, any of which we refer to as a Company adverse recommendation change:

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        At any time prior to the time our stockholders adopt the merger agreement, our board of directors may effect a Company adverse recommendation change in response to an intervening event if it determines in good faith, after consultation with outside counsel, that it is necessary to take action in order to comply with its fiduciary duties under applicable law.

        However, prior to (i) effecting a Company adverse recommendation change in connection with a superior proposal or intervening event or (ii) terminating the merger agreement in order to enter into an alternative acquisition agreement with respect to a superior proposal:

        We are required to repeat the steps above following any material change in the circumstances of an intervening event, the occurrence of a new intervening event or an amendment to the terms of a superior proposal, substituting three business days for five business days in the above description.

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        From and after the conclusion of the "go shop" period, we will:

        We will promptly notify Parent if we decide to begin providing information to any third party related to an acquisition proposal or determine to begin discussions with a third party related to an acquisition proposal.

        Nothing in the provisions of the merger agreement relating to acquisition proposals prevents us from taking and disclosing to our stockholders a position with respect to a tender offer or exchange offer contemplated by Rules 14d-9 or 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act or making any "stop-look-and-listen" or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act to our stockholders if, in the good faith judgment of our board of directors (after consultation with outside counsel), failure to so disclose would violate applicable law. However, such communications or actions must comply with the provisions of the merger agreement relating to acquisition proposals (including with respect to a Company adverse recommendation change).

        In this proxy statement we refer to any inquiry, proposal or offer relating to, or that would be reasonably expected to lead to, any of the following as an acquisition proposal:

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        In this proxy statement we refer to any bona fide written acquisition proposal (with the percentages set forth in the definition of such term changed from 10% to 85%) that did not result from a breach of our obligations not to solicit acquisition proposals in certain ways or at certain times and that is fully financed (including by provision of financing commitment agreements from bona fide financing sources), not subject to any financing condition to close, that our board of directors determines in good faith (after consultation with outside counsel and our financial advisor), and considering the likelihood of consummation of such proposal, are more favorable to our stockholders (solely in their capacities as such) from a financial point of view than the transactions contemplated by the merger agreement, after giving effect to all adjustments to the terms thereof that may be offered by Parent pursuant to the merger agreement, as a superior proposal.

        In this proxy statement we refer to an event, fact, circumstance, development or occurrence that is material to us and our subsidiaries, taken as a whole (other than any event or circumstance resulting from our or our subsidiaries' breach of the merger agreement) that was not known to our board nor reasonably foreseeable by our board as of or prior to the date we entered into the merger agreement which event, fact, circumstance, development or occurrence becomes known to our board of directors prior to receipt of stockholder approval of the merger, as an intervening event.

        However, in no event shall any event, fact, circumstance, development or occurrence resulting from or relating to any of the following give rise to an intervening event:


Proxy Statement

        We have agreed to use reasonable best efforts to file our preliminary proxy statement with the SEC within two days following the expiration of the "go shop" period. We have also agreed to promptly notify Parent of any comments or requests for amendments or supplements we receive from the SEC and provide Parent with copies of all correspondence between us or our representatives and the SEC. We have agreed to use our reasonable best efforts to promptly respond to any SEC

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comments to our preliminary proxy statement, and we have agreed to mail our definitive proxy statement to our stockholders as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments. In addition, we and Parent have agreed to cooperate in preparing and filing any amendments or supplements to this proxy statement required prior to the effective time.


Stockholders Meeting

        We are required to take all action in accordance with Delaware law and our certificate of incorporation and bylaws necessary to duly call, give notice of and convene a meeting of our stockholders as promptly as reasonably practicable, and in no event later than 45 days following the date of clearance by the SEC of this proxy statement, to consider and vote upon the adoption of the merger agreement, provided however, that we may elect not to take such actions if our board of directors effects a Company adverse recommendation change in compliance with our obligations described at page 84 of this proxy statement under the heading "The Merger Agreement—Solicitation of Acquisition Proposals." Subject to the provisions described at page 84 of this proxy statement under the heading "The Merger Agreement—Solicitation of Acquisition Proposals," our board of directors will recommend that our stockholders vote to adopt the merger agreement, include such recommendation in this proxy statement, and will solicit adoption of the merger agreement.


Filings; Other Actions; Notification

        We and Parent will cooperate with each other and use our respective reasonable best efforts to consummate and make effective the transactions contemplated by the merger agreement and to cause the conditions to the closing of the merger agreement to be satisfied, including by:

        Parent and Merger Sub will take promptly any action necessary to avoid or eliminate any impediment and obtain all necessary consents under any antitrust laws so as to enable the Parties to close the transactions contemplated by the merger agreement, including committing to or effecting the sale or disposition of such assets or businesses as are required in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any order, that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by the merger agreement.

        We and Parent have agreed, subject to certain exceptions and applicable law, to:

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        Neither we nor Parent will permit any of our respective officers or representatives to participate in any meeting with any governmental entity in respect of any filing, investigation or other inquiry without consulting with the other party in advance and, to the extent permitted by such governmental entity, giving the other party the opportunity to participate at such meeting.


Employee Benefit Matters

        Parent has agreed that it will, and will cause the surviving corporation for a one-year period commencing at the effective time of the merger to:

        Each continuing employee of the Company will be credited with his or her years of service with us before the consummation of the merger for purposes of eligibility, vesting, and determination of level of benefits under the compensation and benefit plans, programs, agreements and arrangements of Parent or its affiliates, the Company, the surviving corporation or any subsidiary and affiliate thereof

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providing benefits to any continuing employees after the consummation of the merger, which we refer to as the new plans.

        Each continuing employee will be immediately eligible to participate in all new plans to the extent coverage under such plan replaces coverage under a comparable Company benefit plan in existence prior to the merger. For each new plan that is a group health plan made available to any continuing employee after the consummation of the merger, Parent will use reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such new plan to be waived for such employee and his or her covered dependents if such exclusions or requirements would have been waived or satisfied under the Company benefit plan and cause any eligible expenses incurred under a Company benefit plan during the portion of the plan year until the effective time of the merger to be taken into account under the new plan for purposes of satisfying all deductible, maximum out-of-pocket and similar requirements to the extent such amounts would have been taken into account under the Company benefit plan.

        Unless Parent requests that we not do so before the effective time of the merger, we will take all actions necessary to terminate the Company stock plan prior to the effective time of the merger, and no further Company options, Company restricted stock or Company performance share units or other rights with respect to shares of Company common stock will be granted following such termination.

        If Parent requests that we terminate any or all Company benefit plans intended to qualify under Section 401(a) of the United States Internal Revenue Code of 1986, as amended, in writing at least 10 days prior to the effective time of the merger, we will take all actions necessary to do so effective not later than the last business day preceding the effective time of the merger.


Public Announcements

        We and Parent have agreed that, other than in connection with a Company adverse recommendation change, we will not issue any press release or make a public announcement with respect to the merger, merger agreement or other transactions contemplated by the merger agreement without the consent of the other party (which is not to be unreasonably withheld or delayed) unless such press release or announcement is required by law, in which case, the other party is to be consulted prior to the issuance or publication of such press release or announcement.


Notices of Events

        Both we and Parent have agreed to provide each other with prompt notice of (i) any notice or communication received by such party from any governmental entity in connection with the merger or from any person alleging that a consent of such party may be required in connection with the merger or the other transactions contemplated by the merger agreement if such communication or the failure to obtain such consent could be material to us and (ii) any actions, suits, claims or investigations of any nature relating to the merger commenced or threatened against such party. We have also agreed to notify Parent of any change or event having a Company material adverse effect.


Conditions to the Merger

        The respective obligations of the Parent, Merger Sub and us to consummate the merger are subject to the satisfaction or waiver of the following conditions:

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        As described above, early termination of the waiting period under the HSR Act was granted on and became effective February 1, 2013, and the NDA, in a letter dated January 24, 2013, gave its consent to the change in control of EnergySolutions EU Limited in satisfaction of this aspect of the merger agreement. Also, the parties have determined not to make a filing with CFIUS pursuant to Exon-Florio, based on their belief that no such filing is necessary with respect to the transactions contemplated by the merger agreement.

        The obligations of Parent and Merger Sub to effect the merger are also subject to the satisfaction or waiver by Parent at or prior to the effective time of the merger of the following additional conditions:

        Our obligation to effect the merger is subject to the satisfaction or waiver (in writing) by us at or prior to the effective time of the merger of the following additional conditions:

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Termination

        We and Parent may, by mutual written consent, terminate the merger agreement and abandon the merger at any time prior to the effective time of the merger, whether before or after the adoption of the merger agreement by our stockholders.

        Either Parent or we may also terminate the merger agreement at any time prior to the effective time of the merger if:

        We may also terminate the merger agreement if:

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        Parent may also terminate the merger agreement if:

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Termination Fees

        Company Termination Fee.    We will pay Energy Capital Partners Management II, LP or its designee a termination fee equal to $13.6 million if:

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        The above termination fee would have been reduced to $9.1 million if each of the following requirements had been met, in each case, on or before February 16, 2013, which we refer to as the cut-off date:

        However, no such proposals were made to us during the "go shop" period.

        Any termination fee payable by us will be reduced by the amount, if any, of Parent's reimbursable expenses described below under "The Merger Agreement—Expenses" that we actually reimburse to Energy Capital Partners Management II, LP or its designee.

        Parent Termination Fee.    Parent will pay us the Parent termination fee of $27.2 million if we terminate the merger agreement because either:

        Our right to receive the Parent termination fee is our and our subsidiaries' sole and exclusive remedy against the Parent, Merger Sub, the guarantor, the debt financing sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (excluding us and our subsidiaries and joint ventures), which we refer to as the parent group, for all losses and damages suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform as required by the merger agreement. Upon payment of the termination fee by Parent, the parent group will not have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement, except:

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        In no event will we be entitled to seek or obtain any recovery or judgment in excess of the Parent termination fee against the debt financing sources under the merger agreement. However, these provisions of the merger agreement do not limit or modify any debt financing source's obligations to Parent or Merger Sub under the debt commitment letter.

        If the Parent termination fee is paid because Parent or Merger Sub breached or failed to perform their respective representations, warranties, covenants or agreements set forth in the merger agreement, and subject to Parent and Merger Sub's liability for damages up to the capped damages of $75 million, plus interest and attorneys' fees in certain cases, for intentional breach of the merger agreement and our right to specific performance, each as described under "The Merger Agreement—Remedies," beginning on page 98, the payment of such Parent termination fee by Parent shall constitute liquidated damages as to any claim for damages and shall be our sole and exclusive remedy with respect to any termination based on a breach of the Parent's representations, warranties or covenants, the failure to obtain the debt financing or the Parent's failure to consummate the transaction regardless of the availability of the debt financing. In no event shall Parent be obligated to pay the termination fee more than once.

        The guarantor has agreed to guarantee the obligation of Parent to pay whichever fee is payable, as described in the preceding paragraph, and to guarantee the performance and discharge of certain expense reimbursement obligations of Parent and Merger Sub, in each case pursuant to the merger agreement. In no event shall we be entitled to receive more than one of the fees described above.


Expenses

        In general, all expenses incurred in connection with the merger agreement and the transactions contemplated therein shall be paid by the party incurring them. If the transaction is consummated, Parent shall pay, or cause to be paid, all documentary, sales, use, real property transfer, registration, value added, transfer, stamp, recording and similar taxes, fees, and costs together with any interest thereon, penalties, fines, costs, fees, additions to tax or additional amounts with respect thereto incurred in connection with the merger agreement and the transactions contemplated thereby, and shall file all tax returns related thereto.

        If the merger agreement is terminated, the consent fee referenced in the section of this proxy statement beginning on page 57 of this proxy statement under the heading "Financing of the Merger—Loan Amendments" will ultimately be borne by Energy Capital Partners Management II, LP and its affiliates and not by our stockholders, subject to our obligation under the merger agreement to reimburse Energy Capital Partners Management II, LP or its designee for certain of its expenses in certain circumstances described below.

        We will be required to reimburse to Energy Capital Partners Management II, LP or its designee all of Parent's reimbursable expenses that Parent invoices us for and provides reasonable documentation of if the merger agreement is terminated in the following circumstances:

        We will deduct the amount of such reimbursement from any termination fee we are subsequently required to pay.

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        In this proxy statement, Parent's reimbursable expenses means Parent's out-of-pocket expenses incurred by Parent or on its behalf in connection with the merger agreement, the loan amendments, any tender offer related to all or a portion of our 10.75% Senior Notes due 2018 or consent solicitation to amend the indenture, the debt and equity financing and related commitments, this proxy statement and all SEC and other filing fees incurred in connection with the proxy statement, the solicitation of stockholder approvals, the filing of any required notices under law, any government filings or consent applications, engagement of the paying agent, obtaining consents of third parties, and all other matters related to the closing of the transactions contemplated by the merger agreement, to the extent actually incurred or paid. However, the amount of Parent's reimbursable expenses is limited to: (i) $10 million if the merger agreement is terminated by either Parent or by us for the failure of the merger to be consummated by the end date or a final and non-appealable permanent governmental injunction, restraint or prohibition, or if the merger agreement is terminated by Parent because of our breach of our representations, warranties, covenants or agreements in the merger agreement, and such Parent's reimbursable expenses are due and payable at any time on or within 90 days after the date of the merger agreement, (ii) $20 million at any time on or between 91 and 180 days after the date of the merger agreement, (iii) $30 million at any time on or after 181 days after the date of the merger agreement or (iv) $5.4 million if this Agreement is terminated by either Parent or by us because the stockholder approval was not obtained and such Parent's reimbursable expenses are due and payable.


Remedies

        The parties are entitled to specific performance, including an injunction to prevent breaches of the merger agreement and to enforce specifically the terms of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity. However, the merger agreement sets forth certain conditions to our ability to obtain specific performance to cause (i) the equity financing for the merger to be funded and (ii) Parent and Merger Sub to use reasonable best efforts to enforce the terms of the debt commitment letter.

        The merger agreement allows us to obtain specific performance of Parent's obligation to cause the equity financing for the merger to be funded, and of Parent and Merger Sub's obligations to use reasonable best efforts to enforce the terms of the debt commitment letter (if the loan amendments have not been implemented), which may include a demand that Parent and Merger Sub file lawsuits against the debt financing sources, only if each of the following conditions applicable to such demand for specific performance are satisfied:

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        If Parent or Merger Sub, on the one hand, or we, on the other hand, intentionally breach the merger agreement prior to the termination of the merger agreement, the breaching party will be liable to the other party for actual damages up to the capped damages of $75 million, plus interest and attorneys' fees in certain cases if all of the conditions to the closing of the merger described above under "The Merger Agreement—Conditions to the Merger" on page 91 have been satisfied, other than those conditions that by their nature are to be satisfied by actions taken at the closing.

        Subject to our right to specific performance, capped damages and certain costs and expenses in connection with enforcing our rights to the Parent termination fee or the capped damages, each as described above, our receipt of the Parent termination fee discussed above under "The Merger Agreement—Termination Fees" including the guarantee thereof by the guarantor, will be our sole and exclusive remedy against the parent group for all losses and damages suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform under the merger agreement or otherwise, and upon payment of the Parent termination fee, the parent group will not have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated thereby.

        Parent and Merger Sub's right to seek to recover damages in an amount not to exceed the capped damages of $75 million, plus interest and attorneys' fees in certain cases, or Energy Capital Partners Management II, LP or its designee's right to receive payment from us of Parent's reimbursable expenses and/or Company termination fee shall constitute the sole and exclusive remedy of Parent and Merger Sub against us and our subsidiaries and any of our respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees agents, affiliates or assignees, which we refer to as the Company group, for all losses and damages suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform under the merger agreement, and upon payment of either the termination fee or any capped damages, plus interest and attorneys' fees in certain cases, the Company group shall not have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated thereby.

        The parties to the merger agreement may simultaneously pursue a grant of specific performance, payment of damages incurred as a result of intentional breach and the payment of the respective termination fee or Parent termination fee by the other party. However, no party will be permitted or entitled to receive more than one of the following remedies: (i) a grant of specific performance, (ii) payment of the respective termination fee or Parent termination fee by the other party and (iii) a recovery of damages for intentional breach in an amount not to exceed the capped damages of $75 million, plus interest and attorneys' fees in certain cases.


Indemnification; Directors' and Officers' Insurance

        Parent and the surviving corporation will indemnify, defend, hold harmless, and advance expenses to, our present and former officers and directors to the fullest extent required by our charter and bylaws and any indemnification agreements as in effect on the date of the merger agreement for acts or omissions occurring prior to the effective time of the merger for not less than six years after the effective time of the merger, and will not amend, repeal or otherwise modify any such provision in any manner that would adversely affect the rights thereunder of any of our present and former directors

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and officers. In addition, if we are unable to do so prior to the effective time of the merger, Parent will, or will cause the surviving corporation to, obtain and fully pay the premium for the non-cancellable extension of our present directors' and officers' liability insurance and fiduciary liability insurance policies covering each person currently covered by our directors' and officers' liability insurance policy for a claims reporting or discovery period of at least six years from and after the effective time of the merger with respect to any claim related to any period of time at or prior to the effective time of the merger from an insurance carrier with the same or a better credit rating as our current insurance carrier. However, that Parent and the surviving corporation will not be required to pay an annual premium for any such insurance in excess of 300% of the last annual premium paid prior to the date of the merger agreement.

        Our present and former directors and officers have the right to enforce the provisions of the merger agreement relating to their indemnification and are express third party beneficiaries of the merger agreement solely for this purpose.


Access

        Subject to certain exceptions, we will, upon reasonable prior written notice, afford Parent and its authorized representatives reasonable access to the Company and furnish Parent information concerning our business, properties and personnel as may reasonably be requested.


Modification or Amendment

        At any time prior to the effective time of the merger, the parties to the merger agreement may amend, modify or supplement the merger agreement by action taken or authorized by their respective boards of directors, whether before or after the stockholder approval has been obtained. However, if our stockholders have adopted the merger agreement, no amendment shall be made that pursuant to applicable law requires further approval or adoption by our stockholders without such further approval or adoption. In addition, certain provisions of the merger agreement may not be modified, waived or terminated in a manner that adversely affects the rights of the commitment parties to the debt financing without their prior written consent. Our board of directors unanimously recommends that you vote "FOR" the adoption of the merger agreement.

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MARKET PRICE DATA AND DIVIDEND INFORMATION

        The Company common stock is listed for trading on the NYSE under the symbol "ES." The following table sets forth the high and low sales prices per share for the Company's common stock as reported on the NYSE for the fiscal quarters indicated:

 
  Common Stock
Price
 
 
  High   Low  

Fiscal Year Ended December 31, 2010

             

First Quarter

  $ 9.34   $ 5.22  

Second Quarter

  $ 7.75   $ 5.03  

Third Quarter

  $ 5.75   $ 4.35  

Fourth Quarter

  $ 5.74   $ 4.52  

Fiscal Year Ended December 31, 2011

             

First Quarter

  $ 7.23   $ 5.32  

Second Quarter

  $ 6.10   $ 4.53  

Third Quarter

  $ 5.29   $ 2.90  

Fourth Quarter

  $ 4.10   $ 2.76  

Fiscal Year Ended December 31, 2012

             

First Quarter

  $ 5.43   $ 3.14  

Second Quarter

  $ 4.95   $ 1.43  

Third Quarter

  $ 2.98   $ 1.53  

Fourth Quarter

  $ 3.63   $ 2.45  

Fiscal Year Ending December 31, 2013

             

First Quarter (through January 4, 2013)

  $ 3.54   $ 3.10  

        The per share closing price of Company common stock on the NYSE on January 4, 2013, the last trading day prior to the public announcement of the merger agreement, was $3.44. On [                  ], the most recent practicable date before this proxy statement was mailed to our stockholders, the per share closing price for Company common stock on the NYSE was $[            ]. You are encouraged to obtain current market quotations for Company common stock in connection with voting your shares of Company common stock.

        Within the two most recent fiscal years and subsequent interim period, we have not paid any cash dividends on our common stock, and we do not anticipate any being paid in the foreseeable future.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information with respect to the beneficial ownership of our common stock as of January 31, 2013 by:

        The percentage ownership is based on 91,167,427 shares of common stock outstanding (net of treasury shares and non-voting restricted stock) at January 31, 2013. Shares of common stock that are subject to options currently exercisable or exercisable within 60 days of January 31, 2013 are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated in the footnotes following the table, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

Name of Beneficial Owner(1)
  Number of Shares
Beneficially Owned
  Percent  

Executive Officers and Directors

             

David Lockwood

    1,538,618 (2)   1.7 %

Greg Wood

        *  

John A. Christian

    245,337 (3)   *  

Mark Morant

    344,090 (4)   *  

Alan Parker

    354,627 (5)   *  

J. Barnie Beasley, Jr. 

    70,121     *  

Pascal Colombani

    56,570     *  

J.I. "Chip" Everest, II

    790,240 (6)   *  

Steven R. Rogel

    61,407     *  

Clare Spottiswoode

    56,570     *  

Robert A. Whitman

    50,911     *  

David B. Winder

    87,485     *  

All executive officers and directors as a group (14 persons)

    3,669,976 (7)   4.0 %

5% Stockholders

             

BlackRock, Inc. 

    5,503,717 (8)   6.0 %

Carlson Capital L.P. 

    7,950,600 (9)   8.7 %

*
Less than one percent (1%) of the outstanding shares of our common stock.

(1)
Except as otherwise noted, the address of each person listed in the table is c/o EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101.

(2)
Includes 239,640 shares held through a family trust.

(3)
Includes 134,416 shares issuable upon exercise of outstanding options exercisable within 60 days of January 31, 2013.

(4)
Includes 166,653 shares issuable upon exercise of outstanding options exercisable within 60 days of January 31, 2013.

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(5)
Includes 211,383 shares issuable upon exercise of outstanding options exercisable within 60 days of January 31, 2013.

(6)
Includes 694,440 shares held by Jean I. Everest, II and Gayle N. Everest Descendants Trust and 39,757 shares collectively held in trusts for each of Mr. Everest's three children.

(7)
Includes 512,452 shares issuable upon exercise of outstanding options exercisable within 60 days of January 31, 2013.

(8)
Based on information contained in a Schedule 13G filed with the SEC on January 30, 2013. The business mailing address for BlackRock, Inc. is 40 East 52nd Street New York, NY 10022.

(9)
Based on information contained in a Schedule 13D filed with the SEC on January 10, 2013. The business mailing address Carlson Capital L.P. is 2100 McKinney Avenue Dallas, TX 75201.

Includes (i) 4,679,894 shares held directly by Double Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Double Offshore"), (ii) 374,203 shares held directly by Black Diamond Offshore Ltd., a Cayman Islands exempted company ("Offshore"), and (iii) 2,896,503 shares held directly by Black Diamond Thematic Offshore Ltd., a Cayman Islands exempted company ("Thematic").

Each of Carlson Capital, L.P., a Delaware limited partnership ("Carlson Capital"), (ii) Asgard Investment Corp. II, a Delaware corporation and the general partner of Carlson Capital ("Asgard II"), (iii) Asgard Investment Corp., a Delaware corporation and the sole stockholder of Asgard II, and (iv) and Mr. Clint D. Carlson have the power to vote and direct the disposition of (x) the 4,679,894 shares held directly by Double Offshore, (y) the 374,203 shares directly held by Offshore, and (z) the 2,896,503 shares held by Thematic.

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AUTHORITY TO ADJOURN THE SPECIAL MEETING (PROPOSAL NO. 2)

        We may ask our stockholders to vote on a proposal to authorize our board of directors, in its discretion, to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement. We currently do not intend to propose that our board of directors have discretionary authority to adjourn the special meeting if there are sufficient votes to adopt the merger agreement. If any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting for the purpose of soliciting additional proxies is submitted to our stockholders for approval, such approval requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote on the matter.

        Our board of directors recommends that you vote "FOR" any proposal to authorize our board of directors, in its discretion, to adjourn the special meeting, if necessary, to solicit additional proxies.

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ENERGYSOLUTIONS ADVISORY (NON-BINDING) PROPOSAL ON SPECIFIED
COMPENSATION (PROPOSAL NO. 3)

        Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory non-binding basis, the "golden parachute" compensation arrangements for our named executive officers, as disclosed in the section of this proxy statement entitled "The Merger—Specified Compensation that may Become Payable to Our Named Executive Officers in Connection with the Merger" beginning on page 63 of this proxy statement.

        We are asking our stockholders to indicate their approval of the various change in control payments which our named executive officers will or may be eligible to receive in connection with the merger. These payments are set forth in the table included in the section of this proxy statement entitled "The Merger—Specified Compensation that may Become Payable to Our Named Executive Officers in Connection with the Merger" beginning on page 63 and accompanying footnotes.

        Accordingly we are seeking approval of the following resolution at the annual meeting:

        The vote on this non-binding proposal regarding certain merger-related executive compensation arrangements is a vote separate and apart from the vote on the proposal to adopt the merger agreement and the proposal to adjourn the annual meeting. Accordingly, you may vote "FOR" the proposal to adopt the merger agreement and the proposal to adjourn the annual meeting and vote "AGAINST" or "ABSTAIN" for this non-binding proposal regarding certain merger-related executive compensation arrangements (and vice versa).

        Because your vote is advisory, it will not be binding upon the Company, our board of directors, our board of directors' compensation committee or Energy Capital Partners. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, our named executive officers will be eligible to receive the various change in control payments in accordance with the terms and conditions applicable to those payments and any future amendments thereto.

        Our board of directors believes that the merger-related compensation arrangements of our named executive officers, as described in this proxy statement, are appropriate for the reasons stated above, and unanimously recommends that you vote "FOR" approval of the merger-related executive compensation arrangements for our named executive officers as described in this proxy statement.

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APPRAISAL RIGHTS

        Under the DGCL, you have the right to dissent from the merger and to receive payment in cash for the fair value of your common stock (exclusive of any element of value arising from the accomplishment or expectation of the merger) as determined by the Delaware Court of Chancery, together with a fair rate of interest, if any, as determined by the court, in lieu of the consideration you would otherwise be entitled to receive pursuant to the merger agreement. These rights are known as appraisal rights. The Company's stockholders electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. The Company will require strict compliance with the statutory procedures.

        The following is intended as a brief summary of the material provisions of the Delaware statutory procedures required to be followed by a stockholder in order to dissent from the merger and perfect appraisal rights.

        This summary, however, is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement. Failure to precisely follow any of the statutory procedures set forth in Section 262 of the DGCL may result in a termination or waiver of your appraisal rights.

        Section 262 requires that stockholders be notified that appraisal rights will be available not less than 20 days before the stockholders' meeting to vote on the merger. A copy of Section 262 must be included with such notice. This proxy statement constitutes the Company's notice to its stockholders of the availability of appraisal rights in connection with the merger in compliance with the requirements of Section 262.

        The Company's stockholders who may wish to exercise their appraisal rights or may wish to preserve their right to do so should review Annex C carefully and in its entirety and should consult with their legal advisor, since failure to timely comply with the procedures set forth therein will result in the loss of such rights.

        If you elect to demand appraisal of your shares, you must satisfy each of the following conditions:

        If you fail to comply with any of these conditions and the merger is completed, you will be entitled to receive the cash payment for your shares of common stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of common stock.

        All demands for appraisal should be addressed to EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101, Attention: Corporate Secretary, and must be delivered before

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the vote on the merger agreement is taken at the special meeting, and should be executed by, or on behalf of, the record holder of the shares of our common stock. The demand must reasonably inform the Company of the identity of the stockholder and the intention of the stockholder to demand appraisal of his, her or its shares. To be effective, a demand for appraisal by a holder of our common stock must be made by, or in the name of, such registered stockholder, fully and correctly, as the stockholder's name appears on his, her or its stock certificate(s).

        Only a holder of record of shares of our common stock is entitled to demand appraisal rights for such shares of our common stock registered in that holder's name. In addition, the stockholder must continuously hold the shares of record from the date of making the demand through the effective time of the merger.

        Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to the Company. The beneficial holder must, in such cases, have the registered owner, such as a broker or other nominee, submit the required demand in respect of those shares.

        If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary.

        If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners.

        An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owners.

        A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.

        If you hold your shares of common stock in a brokerage account or in other nominee form and you wish to exercise appraisal rights, you should consult with your broker or the other nominee to determine the appropriate procedures for the nominee to make a demand for appraisal. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a broker or nominee, must act promptly to cause the record holder to properly follow the steps summarized below and perfect appraisal rights in a timely manner.

        Within 10 days after the effective time of the merger, the Company's successor, the surviving corporation, will provide notice of the date the merger has become effective to each former stockholder of the Company who has properly demanded appraisal rights under Section 262 of the DGCL and has not voted in favor of the adoption of the merger agreement. At any time within 60 days after the effective time of the merger, any stockholder who has demanded an appraisal has the right to withdraw the demand and to accept the cash payment specified by the merger agreement for his or her shares of common stock. Any attempt to withdraw made more than 60 days after the effectiveness of the merger will require the written approval of the surviving corporation and no appraisal proceeding before the Delaware Court of Chancery as to any stockholder will be dismissed without the approval of the Delaware Court of Chancery, which approval may be conditioned upon any terms the Delaware Court of Chancery deems just. If the surviving corporation does not approve a stockholder's request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the merger consideration.

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        Within 120 days after the effective time of the merger, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation has no obligation to file such a petition in the event there are dissenting stockholders. Accordingly, the failure of a stockholder to file such a petition within the period specified could nullify the stockholder's previously written demand for appraisal.

        Within 120 days after the effective time of the merger, any stockholder who has complied with Section 262 shall, upon written request to the surviving corporation, be entitled to receive a written statement setting forth the aggregate number of shares not voted in favor of the merger agreement and with respect to which demands for appraisal rights have been received and the aggregate number of holders of such shares. Such written statement will be mailed to the requesting stockholder within 10 days after such written request is received by the surviving corporation or within 10 days after expiration of the period for delivery of demands for appraisal, whichever is later.

        If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. After providing notice to dissenting stockholders who demanded appraisal of their shares, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 and who have become entitled to the appraisal rights provided thereby.

        After determination of the stockholders entitled to appraisal of their shares of our common stock, the Delaware Court of Chancery will appraise the shares, determining their fair value exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon accrued during the pendency of the proceeding, if the Delaware Court of Chancery so determines, to the stockholders entitled to receive that value upon the surrender of their shares. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment.

        In determining fair value, the Delaware Court of Chancery is required to take into account all relevant factors. You should be aware that the fair value of your shares as determined under Section 262 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement.

        Costs of the appraisal proceeding may be imposed upon the surviving corporation and the stockholders participating in the appraisal proceeding by the Delaware Court of Chancery as the Delaware Court of Chancery deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal. Any stockholder who had demanded appraisal rights will not, after the effective time of the merger, be entitled to vote shares subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares, other than with

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respect to payment as of a record date prior to the effective time of the merger; however, if no petition for appraisal is filed within 120 days after the effective time of the merger, or if the stockholder delivers a written withdrawal of his or her demand for appraisal and an acceptance of the terms of the merger within 60 days after the effective time of the merger, then the right of that stockholder to appraisal will cease and that stockholder will be entitled to receive the cash payment for shares of his, her or its common stock pursuant to the merger agreement. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation and, to be effective, must be made within 120 days after the effective time of the merger.

        In view of the complexity of Section 262, the Company's stockholders who may wish to dissent from the merger and pursue appraisal rights should consult their legal advisors.

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DELISTING AND DEREGISTRATION OF COMPANY COMMON STOCK

        If the merger is completed, Company common stock will be delisted from the NYSE and deregistered under the Exchange Act and we will no longer file periodic reports with the SEC on account of Company common stock, but we may be subject to certain continued reporting requirements with respect to our 10.75% Senior Notes due 2018.

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OTHER MATTERS

Other Matters for Action at the Special Meeting

        As of the date of this proxy statement, our board of directors knows of no matters that will be presented for consideration at the special meeting other than as described in this proxy statement.


Future Stockholder Proposals

        If the merger is consummated, we will not have public stockholders and there will be no public participation in any future meeting of stockholders. However, if the merger is not completed, we expect to hold a 2013 annual meeting of stockholders this year. Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, some stockholder proposals may be eligible for inclusion in our 2013 proxy statement. These stockholder proposals must be submitted, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2), to our principal executive offices, in care of our Corporate Secretary. Failure to deliver a proposal by one of these means may result in it not being deemed timely received. In order to be included in our proxy materials for our 2013 annual meeting, we must have received stockholder proposals prepared in accordance with the proxy rules on or before December 14, 2012, unless the date of our 2013 annual meeting changes by more than 30 days from the anniversary of our 2012 annual meeting, in which case the deadline is a reasonable time before we begin to print and send our proxy materials for our 2013 annual meeting.

        The nominating and corporate governance committee of our board of directors, which we refer to as the nominating committee, will consider properly submitted stockholder recommendations for candidates for membership on our board of directors. Any stockholder wishing to recommend a candidate for consideration by the nominating committee should submit a recommendation in writing indicating the candidate's qualifications and other relevant biographical information and provide confirmation of the candidate's consent to serve as director. This information should be addressed to EnergySolutions, Inc. Attn: Corporate Secretary, 423 West 300 South, Suite 200, Salt Lake City, Utah 84101.

        In addition to the requirements of Rule 14a-8, and as more specifically provided for in Section 1 of Article II of our bylaws, in order for a nomination of persons for election to our board of directors or a proposal of business to be properly brought before our 2013 annual meeting, it must be either specified in the notice of the meeting given by our Corporate Secretary or otherwise brought before the meeting by or at the direction of our board of directors or by a stockholder entitled to vote and who complies with the notice procedures set forth in our bylaws. A stockholder making a nomination for election to our board of directors or a proposal of business for our 2013 annual meeting must deliver proper notice to our Corporate Secretary at our principal executive offices not less than 120 nor more than 150 days prior to the first anniversary of the date the proxy statement in connection with our 2012 annual meeting was released to stockholders. Thus, for a stockholder nomination for election to our board of directors or a proposal of business to be considered at our 2013 annual meeting, it should have been properly submitted to our Corporate Secretary no earlier than November 14, 2012 and no later than December 14, 2012. No such proposals were received during this period. However, if our 2013 annual meeting is to be held on a date that is more than 30 days before or more than 60 days after May 23, 2013 (the first anniversary of our 2012 annual meeting), then such notice must be received no earlier than the 150th day and not later than the 120th day prior to the date of our 2012 annual meeting or the 10th day following the day on which public announcement of the date of our 2013 annual meeting was first made by the Company. These requirements are separate from the SEC's requirements that a stockholder must meet in order to have a stockholder proposal included in the Company's proxy statement. Any notices should be sent to: Corporate Secretary, EnergySolutions, Inc., 423 West 300 South, Suite 200, Salt Lake City, Utah 84101.

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        If a stockholder fails to meet these deadlines and fails to satisfy the requirements of Rule 14a-4 under the Exchange Act, the Company may exercise discretionary voting authority under proxies it solicits to vote on any such proposal as it determines appropriate. Further, the Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with the requirements described above and other applicable requirements.

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WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC website at www.sec.gov. You also may obtain free copies of the documents we file with the SEC, including this proxy statement, by going to the Investor Relations page of our corporate website at www.energysolutions.com. Our website address is provided as an inactive textual reference only. The information provided on our website, other than copies of the documents listed below that have been filed with the SEC, is not part of this proxy statement, and therefore is not incorporated herein by reference.

        Statements contained in this proxy statement, or in any document incorporated by reference in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC. The SEC allows us to "incorporate by reference" into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the special meeting.

        Any person, including any beneficial owner, to whom this proxy statement is delivered may request copies of proxy statements and any of the documents incorporated by reference in this document or other information concerning us, without charge, by written or telephonic request directed to our Corporate Secretary, at the Company's headquarters at 423 West 300 South, Suite 200, Salt Lake City, Utah 84101; or from our proxy solicitor, Innisfree M&A Incorporated toll-free at (877) 825-8971; or from the SEC through the SEC website at the address provided above. Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

        THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES OF COMPANY COMMON STOCK AT THE SPECIAL MEETING. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [                    ], 2013. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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ANNEX A


AGREEMENT AND PLAN OF MERGER

BY AND AMONG

ROCKWELL HOLDCO, INC.,

ROCKWELL ACQUISITION CORP.

and

ENERGY
SOLUTIONS, INC.

Dated as of January 7, 2013

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TABLE OF CONTENTS

 
   
  Page

ARTICLE I
Defined Terms and Interpretation

Section 1.1

 

Certain Definitions

 
A-5

Section 1.2

 

Terms Defined Elsewhere

  A-18

Section 1.3

 

Interpretation

  A-20


ARTICLE II
The Merger

Section 2.1

 

The Merger

 
A-20

Section 2.2

 

Closing

  A-20

Section 2.3

 

Effective Time

  A-20

Section 2.4

 

Effect of the Merger

  A-21

Section 2.5

 

Certificate of Incorporation; By-laws

  A-21

Section 2.6

 

Directors and Officers

  A-21


ARTICLE III
Conversion of Securities; Exchange of Certificates

Section 3.1

 

Conversion of Securities

 
A-21

Section 3.2

 

Exchange of Certificates

  A-22

Section 3.3

 

Dissenters' Rights

  A-24

Section 3.4

 

Stock Transfer Books

  A-25

Section 3.5

 

Company Options, Company Restricted Stock, Company Performance Share Units and Company Phantom Share Awards. 

  A-25


ARTICLE IV
Representations and Warranties of the Company

Section 4.1

 

Organization and Qualification

 
A-27

Section 4.2

 

Capitalization

  A-27

Section 4.3

 

Corporate Authority; Approval

  A-30

Section 4.4

 

No Conflict; Required Filings and Consents

  A-30

Section 4.5

 

Permits and Licenses; Compliance with Laws

  A-31

Section 4.6

 

SEC Filings; Financial Statements

  A-32

Section 4.7

 

No Undisclosed Liabilities

  A-34

Section 4.8

 

Absence of Certain Changes or Events

  A-34

Section 4.9

 

Affiliate Transactions

  A-35

Section 4.10

 

Employee Benefit Plans

  A-35

Section 4.11

 

Labor Matters

  A-38

Section 4.12

 

Contracts

  A-39

Section 4.13

 

Litigation

  A-41

Section 4.14

 

Environmental Matters

  A-42

Section 4.15

 

Intellectual Property

  A-42

Section 4.16

 

Taxes

  A-43

Section 4.17

 

Insurance

  A-44

Section 4.18

 

Real Estate

  A-45

Section 4.19

 

Takeover Statutes

  A-45

Section 4.20

 

Proxy Statement

  A-46

Section 4.21

 

Brokers

  A-46

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  Page

Section 4.22

 

Opinion of the Financial Advisor

  A-46

Section 4.23

 

Vote Required

  A-46

Section 4.24

 

NRC Matters and other Radiological Licenses

  A-46

Section 4.25

 

Regulation as a Utility

  A-47

Section 4.26

 

Government Contracts

  A-47

Section 4.27

 

Foreign Corrupt Practices Act

  A-50


ARTICLE V
Representations and Warranties of Parent and Merger Sub

Section 5.1

 

Organization and Qualification

 
A-50

Section 5.2

 

Authority

  A-50

Section 5.3

 

No Conflict; Required Filings and Consents

  A-51

Section 5.4

 

Litigation

  A-51

Section 5.5

 

Ownership of Merger Sub; No Prior Activities

  A-51

Section 5.6

 

Financing

  A-52

Section 5.7

 

Brokers

  A-53

Section 5.8

 

Guarantee

  A-53

Section 5.9

 

Ownership of Company Common Stock

  A-53

Section 5.10

 

Information Supplied

  A-53

Section 5.11

 

Solvency

  A-53

Section 5.12

 

Foreign Ownership

  A-54

Section 5.13

 

Parent Ownership of Company Securities

  A-54

Section 5.14

 

No Other Representations or Warranties

  A-54


ARTICLE VI
Covenants

Section 6.1

 

Conduct of Business

 
A-55

Section 6.2

 

Proxy Statement; Company Stockholders Meeting

  A-59

Section 6.3

 

Access to Information; Confidentiality

  A-60

Section 6.4

 

No Solicitation of Transactions

  A-61

Section 6.5

 

Reasonable Best Efforts

  A-65

Section 6.6

 

Financing

  A-68

Section 6.7

 

Financing Assistance

  A-70

Section 6.8

 

Notices of Certain Events

  A-73

Section 6.9

 

Publicity

  A-73

Section 6.10

 

Employee Matters

  A-73

Section 6.11

 

Resignation of Directors

  A-74

Section 6.12

 

Directors' and Officers' Indemnification and Insurance

  A-74

Section 6.13

 

Section 16 Matters

  A-76

Section 6.14

 

Merger Sub

  A-76

Section 6.15

 

Termination of Company Stock Plan

  A-76

Section 6.16

 

Termination of 401(k) Plan

  A-76

Section 6.17

 

Subsequent Filings

  A-76

Section 6.18

 

Parachute Payments

  A-76


ARTICLE VII
Closing Conditions

Section 7.1

 

Conditions to Obligations of Each Party Under This Agreement

 
A-76

Section 7.2

 

Additional Conditions to Obligations of Parent and Merger Sub

  A-77

Section 7.3

 

Additional Conditions to Obligations of the Company

  A-78

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  Page

Section 7.4

 

Frustration of Closing Conditions

  A-78


ARTICLE VIII
Termination, Amendment and Waiver

Section 8.1

 

Termination

 
A-78

Section 8.2

 

Effect of Termination; Termination Fee

  A-80

Section 8.3

 

Extension; Waiver

  A-84

Section 8.4

 

Amendment

  A-84


ARTICLE IX
General Provisions

Section 9.1

 

Non-Survival of Representations and Warranties

 
A-84

Section 9.2

 

Notices

  A-84

Section 9.3

 

Severability

  A-85

Section 9.4

 

Entire Agreement

  A-85

Section 9.5

 

Specific Performance

  A-86

Section 9.6

 

GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL

  A-87

Section 9.7

 

No Third-Party Beneficiaries

  A-88

Section 9.8

 

Assignment

  A-89

Section 9.9

 

Obligations of Parent and of the Company

  A-89

Section 9.10

 

Mutual Drafting

  A-89

Section 9.11

 

Headings

  A-89

Section 9.12

 

Counterparts

  A-89


Exhibits and Schedules


 

 

EXHIBIT A — List of Knowledge Persons, Company

  A-1

EXHIBIT B — List of Knowledge Persons, Parent

  B-1

A-4


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AGREEMENT AND PLAN OF MERGER

        This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 7, 2013, is made by and among Rockwell Holdco, Inc., a Delaware corporation ("Parent"), Rockwell Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and EnergySolutions, Inc., a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties."

        WHEREAS, the Board of Directors of the Company and the respective Boards of Directors of Parent and Merger Sub have approved, adopted and declared fair and advisable the merger of Merger Sub with and into the Company (the "Merger") upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the "DGCL") and have determined that the Merger is in the best interest of their respective stockholders;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of the Company to enter into this Agreement, Parent has delivered to the Company a guarantee of Energy Capital Partners II-A, LP, a Delaware limited partnership (the "Guarantor"), dated as of the date hereof, in favor of the Company with respect to the obligation of Parent to pay the Parent Termination Fee or any Capped Damages which are awarded pursuant to Section 8.2 (the "Guarantee"); and

        WHEREAS, Parent, Merger Sub and the Company wish to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, the Parties agree as follows:


ARTICLE I
DEFINED TERMS AND INTERPRETATION

        Section 1.1    Certain Definitions.     For purposes of this Agreement, the term:

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        Section 1.2    Terms Defined Elsewhere.     The following terms are defined elsewhere in this Agreement, as indicated below:

Action   Section 4.13
Agreement   Introduction
Alternative Acquisition Agreement   Section 6.4(b)(iii)
Alternative Financing   Section 6.6(b)
Alternative Financing Commitment   Section 6.6(b)
Antitrust Laws   Section 4.4(b)
Capped Damages   Section 8.2(a)(ii)
Certificate of Merger   Section 2.3
Certificates   Section 3.2(b), Section 3.2(b)
CFIUS   Section 4.4(b)
Change of Recommendation Notice   Section 6.4(e)(i)
Closing   Section 2.2
Closing Date   Section 2.2