In the Matter of Energy Solutions Inc.; Order Approving Indirect Transfer of Import and Export Licenses

I

EnergySolutions Services, Inc. (ES Services), Duratek Services, Inc. (Duratek), and Manufacturing Sciences Corp. (MSC) hold import and export licenses and are subsidiaries of Energy Solutions, Inc. (ES, Inc.).

II

By letters dated January 18, 2013 and January 21, 2013, ES, Inc., on behalf of its subsidiaries ES Services, Duratek, and MSC, notified the U.S. Nuclear Regulatory Commission (NRC) of the proposed indirect transfer of control of import licenses IW017 (Duratek) and IW029 (ES Services), and export licenses XW010 (Duratek), XW018 (ES Services), XW020 (ES Services), XCOM1211 (MSC), and XSOU8825 (MSC), and, by letter dated April 17, 2013, submitted an application requesting that the NRC consent to the proposed indirect transfer of control of these import and export licenses.

The indirect transfer will occur as a result of a proposed transaction whereby ES, Inc., the current ultimate parent holding company of ES Services, Duratek, and MSC, would be directly acquired by Rockwell Holdco, Inc. (Rockwell), a Delaware corporation that was formed for the purpose of acquiring ES, Inc. and is held by certain investment fund entities organized by controlled affiliates of Energy Capital Partners II, LLC (ECP II). ES, Inc. represents that the indirect transfer will not result any change in the current technical and financial qualifications, or operations, of the NRC licensees for IW017, IW029, XW010, XW018, XW020, XCOM1211, and XSOU8825.

Approval of the indirect transfer of the licenses was requested pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA) (42 U.S.C. 2234). The letters from ES, Inc. dated January 18, 2013, January 21, 2013, and April 17, 2013, were made publicly available in ADAMS at ML13101A277, ML13101A287, and ML13122A113, respectively. No requests for hearing or comments were received.

Pursuant to Section 184 of the AEA, no license granted under 10 CFR part 110, shall be transferred, assigned, or in any manner disposed of, directly or indirectly, through transfer of control of any license to any person unless the Commission, after securing full information, finds that the transfer is in accordance with the provisions of the AEA, and gives its consent in writing.

Upon review of the information received from ES, Inc., and other information before the Commission, and relying upon the representations and agreements contained in the Transfer Application, the NRC staff finds that: (1) The qualifications of ES Services, Duratek, and MSC regarding the proposed indirect transfer of control of IW017, IW029, XW010, XW018, XW020, XCOM1211, and XSOU8825 are not changed, and (2) the proposed indirect transfer of the licenses due to the purchase of the current ultimate parent holding company of ES Services, Duratek, and MSC—ES, Inc.—which would be directly acquired by Rockwell Holdco, Inc., is otherwise consistent with applicable provisions of laws, regulations and orders issued by the Commission pursuant thereto.

The findings set forth above are supported by a Safety Evaluation dated May xx, 2013.

III

Accordingly, pursuant to Section 184 of the AEA Act of 1954, as amended, it is hereby ordered that the indirect transfer of licenses of ES Services, Duratek, and MSC, as described herein, is approved.

It is further ordered that after receipt of all required regulatory approvals of the proposed indirect transfer, ES, Inc. shall inform the Director of the Office of International Programs, in writing, of such receipt no later than one: (1) Business day prior to the closing of the proposed indirect transfer. Should the proposed indirect transfer not be completed within 60 days from the date of issuance of this Order, the Order shall become null and void; however, on written application and for good cause shown, such date may be extended by order.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated April 17, 2013, (which can be found at Agencywide Documents Access and Management System [ADAMS] Accession Number ML13122A113). Publicly-available records will be accessible electronically from the ADAMS Public Electronic Reading Room on the Internet at the NRC Web site http://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, or 301-415-4737 or by email to pdr@nrc.gov.