NuScale Completes Merger with Spring Valley Acquisition Corp.

Source: 5/2/2022, Location: North America

- Combined company expected to have enterprise value of approximately $1.9 billion; will commence trading on the New York Stock Exchange under ticker symbols “SMR” and “SMR WS” May 3, 2022
- Transaction provides approximately $380 million in gross proceeds, including $235 million in PIPE capital from leading financial and strategic investors
- NuScale’s proprietary and innovative carbon-free baseload and load-following power solution, the NuScale Power Module™ (“NPM”), is the only viable, near-term deployable U.S. advanced nuclear small modular reactor (“SMR”) technology
- Gross proceeds from the transaction will be used to bolster and accelerate the commercialization of NuScale’s SMR technology

In first subheadline and first sentence of the second paragraph, expected enterprise value should be approximately $1.9 billion (instead of greater than $2.2 billion). NuScale Power, LLC (“NuScale” or the “Company”), the industry-leading provider of proprietary and innovative advanced nuclear small modular reactor (“SMR”) technology, announced that it completed its previously announced Business Combination with Spring Valley Acquisition Corp., a publicly traded special purpose acquisition company. The combined company will operate as NuScale Power Corporation and its shares of stock and warrants will start trading on the New York Stock Exchange (“NYSE”) May 3, 2022, under the ticker symbols “SMR” and “SMR WS” respectively.

The Business Combination, which is expected to have an enterprise value of approximately $1.9 billion, will provide significant capital for the Company to scale and accelerate the commercialization of NuScale’s advanced SMR technology. Spring Valley shareholders approved the transaction at a special meeting on April 28, 2022.

“Our mission at NuScale has always been simple: to develop a safer, smarter and more cost-effective form of advanced nuclear power capable of meeting a wide spectrum of future electric and thermal energy needs – from replacing coal-fired plants with carbon-free, dispatchable baseload electricity to powering commercial scale water desalination and clean hydrogen production,” said John Hopkins, President and Chief Executive Officer of NuScale. “Today marks a historic moment for NuScale as we become the first publicly traded company focused on the design and deployment of SMR technology. As a public company, we can accelerate our efforts to help meet the world’s urgent clean energy needs.”

Christopher D. Sorrells, Chief Executive Officer of Spring Valley, said, “Spring Valley is pleased to have partnered with NuScale, and we look forward to embarking on this exciting next phase of our work together. NuScale’s diversified business model is designed to drive exceptional financial results and create long-term value, monetizing its intellectual property through NPM sales and recovery fees while driving recurring revenues through critical maintenance services over the lifecycle of a plant. We look forward to continuing to partner with NuScale as it grows its business and continues to help revolutionize the energy sector.”

NuScale will continue to be led by John Hopkins as President and Chief Executive Officer alongside its highly experienced executive team, including Chris Colbert as Chief Financial Officer, José N. Reyes, Ph.D. as Chief Technology Officer and Dale Atkinson as Chief Operating Officer and Chief Nuclear Officer. Mr. Sorrells will join the newly public company’s Board of Directors, adding to a deep bench of advisors with extensive backgrounds in energy, engineering, procurement and construction.

“Fluor Corporation and NuScale were the only consortium, which began in 2013, to follow through on its Department of Energy partnership and deliver U.S. Nuclear Regulatory Commission design approval as well as a broad coalition of strategic investors to expedite the path to commercialization,” said Alan Boeckmann, Executive Chairman of Fluor Corporation and member of NuScale’s Board of Managers. “Today’s milestone marks another very important milestone on this green energy journey.”

As a result of the Business Combination, NuScale received proceeds of approximately $380 million, prior to transaction expenses, which includes $235 million from the private investment in public equity (“PIPE”) investors, including DS Private Equity, Nucor, SailingStone Capital Partners, Samsung C&T Corporation and Segra Capital Management, with participation by Spring Valley’s sponsor which is backed by Pearl Energy Investment Management, LLC.

Existing strategic investors in NuScale including Fluor, Doosan Enerbility, Samsung C&T Corporation, JGC Holdings Corporation, IHI Corporation, Japan Bank for International Cooperation, Enercon Services, Inc., GS Energy, Sarens and Sargent & Lundy have rolled 100% of their equity into the newly formed company. Fluor will continue to hold a majority interest in the company and will provide NuScale with engineering services, project management, administrative and supply chain support.

Guggenheim Securities, LLC acted as financial advisor to NuScale and Fluor. Cowen acted as financial advisor and lead capital markets advisor to Spring Valley. Wells Fargo Securities acted as capital market 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 acted as legal counsel to NuScale, Gibson, Dunn & Crutcher LLP acted as legal counsel to Fluor, White & Case LLP acted as legal counsel to the placement agents and Kirkland & Ellis LLP acted as legal counsel to Spring Valley.

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