Nuclear

NuScale Power to be acquired in deal aimed at energizing its SMR deployment push

NuScale Power and Spring Valley Acquisition Corp., a publicly traded special purpose acquisition company, reached a merger agreement with an estimated enterprise value of $1.9 billion.

Under the terms of the agreement, NuScale expects up to $413 million of gross cash proceeds, including a $181 million private investment in public equity (PIPE) vehicle anchored by Samsung C&T Corp., DS Private Equity, Segra Capital Management and Pearl Energy. NuScale said it will use the proceeds to fund its path to commercialization and expects no additional capital requirements between closing and achieving positive free cash flow.

Upon completion of the transaction, Fluor projects to control around 60% of the combined company, based on the PIPE investment commitments and the current equity and in-the-money equity equivalents of NuScale Power and Spring Valley.

NuScale’s small modular reactor technology is capable of generating 77 MWe that can be arranged to provide up to 924 MW of generating capacity. In 2020, the design received Standard Design Approval from the U.S. Nuclear Regulatory Commission. 

Existing NuScale shareholders, including majority owner Fluor, will retain their equity in NuScale and roll it into the combined company. Fluor will also continue to provide NuScale with engineering services, project management, administrative and supply chain support. Additional investors in NuScale include Doosan Heavy Industries and Construction, Samsung C&T Corp., JGC Holdings Corp., IHI Corp., Enercon Services, Inc., GS Energy, Sarens and Sargent & Lundy.

The transaction is expected to close in the first half of 2022 and is subject to approval by Spring Valley’s shareholders as well as other customary closing conditions.

Guggenheim Securities, LLC is acting as financial advisor to NuScale and Fluor. Cowen is acting as financial advisor and lead capital markets advisor to Spring Valley. Guggenheim Securities, LLC and Cowen acted as placement agents to Spring Valley in connection with the PIPE offering.

Stoel Rives LLP is acting as legal counsel to NuScale, Gibson, Dunn & Crutcher LLP is acting as legal counsel to Fluor, White & Case LLP is acting as legal counsel to the placement agents and Kirkland & Ellis LLP is acting as legal counsel to Spring Valley.

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