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| ES > SEC Filings for ES > Form 8-K on 11-Feb-2013 | All Recent SEC Filings |
11-Feb-2013
Regulation FD Disclosure, Other Events
On February 11, 2013, EnergySolutions, Inc. (the "Company", "EnergySolutions", "we", "us" or "our") confirmed that we have substantially completed the restructuring plan to reduce our operating costs and improve profitably that was announced in October 2012. As a result of the successful implementation of this plan, we expect to improve the margins in our business overall, including our Logistics, Processing and Disposal business division.
The information in this Item 7.01 is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by EnergySolutions or any related entity under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein.
The information required by this Item 8.01 is set forth under Item 7.01 above and is hereby incorporated by reference in response to this Item.
Notice to Investors
In connection with the proposed acquisition of the Company by affiliates of
Energy Capital Partners II, LP ("Energy Capital Partners"), pursuant to the
Merger Agreement, EnergySolutions intends to file relevant materials with the
Securities and Exchange Commission (the "SEC"), including a proxy statement.
Investors and security holders of EnergySolutions are urged to read these
documents (if and when they become available) and any other relevant documents
filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information about EnergySolutions, the
proposed merger and the parties to the proposed transaction. Investors and
security holders may obtain these documents (and any other documents filed by
EnergySolutions with the SEC) free of charge at the SEC's website at
http://www.sec.gov. In addition, the documents filed with the SEC by
EnergySolutions may be obtained free of charge by directing such request to:
EnergySolutions Investor Relations at 1-801-649-2000 or from the investor
relations website portion of EnergySolutions' website at
http://www.ir.energysolutions.com. Investors and security holders are urged to
read the proxy statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
proposed merger.
EnergySolutions and its directors and executive officers may be deemed to be participants in the solicitation of proxies from EnergySolutions' stockholders in respect of the proposed acquisition. Information regarding EnergySolutions' directors and executive officers is contained in EnergySolutions' Annual Report on Form 10-K for the year ended December 31, 2011, its proxy statement for its 2012 Annual Meeting of Stockholders, dated May 23, 2012, and subsequent filings which EnergySolutions has made with the SEC. Stockholders may obtain additional information about the directors and executive officers of EnergySolutions and their respective interests with respect to the proposed acquisition by security holdings or otherwise, which may be different than those of EnergySolutions' stockholders generally, by reading the definitive proxy statement and other relevant documents regarding the proposed acquisition, when filed with the SEC. Each of these documents is, or will be, available as described above.
Statement on Cautionary Factors
This communication, and all statements made regarding the subject matter of this
communication, contain statements that constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are based on the current expectations and
beliefs of EnergySolutions and are subject to a number of risks, uncertainties
and assumptions that could cause actual results to differ materially from those
described in the forward-looking statements. Any statements that are not
statements of historical fact (such as statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should be considered forward-looking statements. Among others, the
following risks, uncertainties and other factors could cause actual results to
differ from those set forth in the forward-looking statements: (i) the risk that
the Merger may not be consummated in a timely manner, if at all; (ii) the risk
that the Merger Agreement may be terminated in circumstances that require
EnergySolutions to pay Energy Capital Partners Management II, LP or its designee
a
termination fee of up to $13,600,000, including the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger; (iii) risks related to the diversion of management's attention from EnergySolutions' ongoing business operations; (iv) risks regarding the failure of Energy Capital Partners to obtain the necessary financing to complete the Merger; (v) the effect of the announcement of the acquisition on EnergySolutions' business relationships (including, without limitation, partners and customers), operating results and business generally as well as the potential difficulties in employee retention as a result of the Merger; (vi) risks related to obtaining the requisite consents to the acquisition, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (vii) risks related to the outcome of any legal proceedings that have been, or will be, instituted against EnergySolutions related to the Merger Agreement; and (viii) risks related to the effects of local and national economic, credit and capital market conditions on the economy in general. Additional risk factors that may affect future results are contained in EnergySolutions' filings with the Securities and Exchange Commission, which are available at the SEC's website http://www.sec.gov. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by EnergySolutions. EnergySolutions expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change of expectations with regard thereto or to reflect any change in events, conditions or circumstances.
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