Overview -- Nuclear services provider EnergySolutions Inc. announced that it has entered into an agreement to be acquired by a subsidiary of unrated energy-focused private equity sponsor Energy Capital Partners. -- We are placing our ratings on EnergySolutions Inc. on CreditWatch with developing implications. Rating Action On Jan. 7, 2013, Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on EnergySolutions Inc. on CreditWatch with developing implications. Rationale The CreditWatch placement follows Salt Lake City-based nuclear services provider EnergySolutions Inc.'s announcement that it has entered into a definitive agreement to be acquired by a subsidiary of Energy Capital Partners II, which is an investment fund of Energy Capital Partners (ECP). ECP is an energy-focused private equity sponsor with more than $7 billion in capital commitments. According to the terms of the agreement, EnergySolutions' shareholders will receive $3.75 in cash for each share of common stock, which, based on 90.3 million of common shares outstanding reported at Nov. 7, 2012, is approximately $338.5 million. The company's adjusted debt at Sept. 30, 2012 was $583 million, or roughly 3.6x its trailing-12-months' adjusted EBITDA. The adjusted debt figure is calculated net of more than $300 million in restricted cash and includes approximately $72 million related to the capitalization of operating leases and asset retirement obligations. EnergySolutions is permitted to seek superior proposals from third parties until Feb. 6, 2013. The acquisition is subject to customary closing conditions, including regulatory approvals in the U.S. and U.K. and the approval by EnergySolutions' stockholders. CreditWatch The ratings are on CreditWatch with developing implications. Per the terms of the agreement, EnergySolutions is permitted to engage in discussions with other suitors, which may include other financial sponsors or strategic buyers. Depending on the final proposal, the impacts to EnergySolutions' financial risk profile and operating strategy could prompt us to raise, lower, or affirm the ratings. We plan to meet with management to discuss the acquisition and to resolve the CreditWatch following a review of the transaction. We expect to resolve the CreditWatch during the next several weeks after evaluating the new capital structure, the sponsor's financial policies, and management's business strategies. Related Criteria And Research -- Criteria Methodology: Business Risk/Financial Risk Matrix Expanded, May 27, 2009 Ratings List Ratings Placed On CreditWatch Developing To From EnergySolutions Inc. Corporate Credit Rating B/Watch Dev/-- B/Negative/-- EnergySolutions Inc. EnergySolutions LLC Senior Secured BB-/Watch Dev BB- Recovery Rating 1 1 Senior Unsecured B/Watch Dev B Recovery Rating 3 3 Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at www.globalcreditportal.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column.