Eversource Energy (ES)

[eastunder]

Response from ES regarding Siegler's letter (link back)

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8657264

Dear Mr. Siegler:


Thank you for your letter dated January 9, 2013. The Board of Directors has considered your letter and believes that the issues raised will be put to rest, once full disclosure has been made as part of the proxy statement, due to be filed after the “go-shop” period.



However, in the interests of responding more promptly to the issues raised, we will comment briefly on several points.



First, as to your suggestion that shareholders of EnergySolutions be given an election to retain equity in the company going forward post-acquisition, the agreement we have in place with affiliates of Energy Capital Partners contemplates an all-cash transaction. We are, of course, committed to complying with the terms of the Merger Agreement in all respects. We have, however, forwarded your letter to Energy Capital Partners for their consideration.



Second, your letter assumes that management of EnergySolutions will retain its equity in the company or be investing in the acquisition vehicle. At the direction of the Board, management has had no discussions with Energy Capital Partners regarding such matters, or any other discussions relating to post-closing equity awards, salary, bonuses, or any other compensation, and no arrangements, understandings or agreements are in place regarding any such matters between management of EnergySolutions and Energy Capital Partners.



Third, in terms of process, a special committee of the Board of Directors, composed exclusively of independent directors, after careful consultation with our financial, legal and other advisors, recommended that the Board of Directors approve the transaction. The Board of Directors also deliberated thoroughly the recommendation of the special committee and unanimously approved the transaction.



Fourth, the transaction with Energy Capital Partners followed an extensive evaluation of strategic alternatives, which included contacting over twenty parties. At the conclusion of that process, there were no actionable proposals. In addition, as has been publicly announced, EnergySolutions is currently in a “go-shop” period in which we are actively soliciting other offers to enter into a transaction. The Board of Directors has instructed our financial advisor, Goldman, Sachs & Co., to contact (or re-contact) over twenty



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

[phone] · Fax: [phone] · www.energysolutions.com