Combined company expected to have enterprise
value of more than $2.2 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
NuScale Power, LLC (“NuScale” or the “Company”), the
industry-leading provider of proprietary and innovative advanced
nuclear small modular reactor (“SMR”) technology, today announced
that it completed its previously announced Business Combination
with Spring Valley Acquisition Corp. (NASDAQ: SV, SVSVW) (“Spring
Valley”), 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.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220502005796/en/
The Business Combination, which is expected to have an
enterprise value of greater than $2.2 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.
Advisors
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.
About NuScale Power
NuScale Power (NYSE: SMR) is poised to meet the diverse energy
needs of customers across the world. It has developed small modular
reactor (SMR) nuclear technology to supply energy for electrical
generation, district heating, desalination, commercial-scale
hydrogen production and other process heat applications. The
groundbreaking NuScale Power Module™ (NPM), a small, safe
pressurized water reactor, can generate 77 megawatts of electricity
(MWe) and can be scaled to meet customer needs. NuScale’s 12-module
VOYGR™-12 power plant is capable of generating 924 MWe, and NuScale
also offers four-module VOYGR-4 (308 MWe) and six-module VOYGR-6
(462 MWe) power plants, as well as other configurations based on
customer needs.
Founded in 2007, NuScale is headquartered in Portland, Ore., and
has offices in Corvallis, Ore.; Rockville, Md.; Charlotte, N.C.;
Richland, Wash.; and London, UK. To learn more, visit NuScale
Power's website or follow us on
Twitter, Facebook, LinkedIn and Instagram.
About Fluor Corporation
Fluor Corporation (NYSE:
FLR) is building a better future by applying world-class expertise
to solve its clients’ greatest challenges. Fluor’s 41,000 employees
provide professional and technical solutions that deliver safe,
well-executed, capital-efficient projects to clients around the
world. Fluor had revenue of $12.4 billion in 2021 and is ranked 196
among the Fortune 500 companies. With headquarters in Irving,
Texas, Fluor has provided engineering, procurement and construction
services for more than 110 years. For more information, please
visit www.fluor.com or follow
Fluor on Twitter, LinkedIn, Facebook and YouTube.
About Spring Valley Acquisition Corp.
Spring Valley Acquisition Corp. (NASDAQ: SV, SVSVW) is a special
purpose acquisition company formed for the purpose of entering into
a merger or similar business combination with one or more
businesses or entities focusing on sustainability, including clean
energy and storage, smart grid/efficiency, environmental services
and recycling, mobility, water and wastewater management, advanced
materials and technology enabled services. Spring Valley’s sponsor
is supported by Pearl Energy Investment Management, LLC, a Dallas,
Texas based investment firm with $1.7 billion of committed capital
under management, which focuses on partnering with best-in-class
management teams to invest in the North American energy and
sustainability sectors.
Forward Looking Statements
This release may contain “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical facts. These
forward-looking statements are inherently subject to risks,
uncertainties and assumptions. Actual results may differ materially
as a result of a number of factors. Caution must be exercised in
relying on these and other forward-looking statements. Due to known
and unknown risks, NuScale’s results may differ materially from its
expectations and projections. While NuScale may elect to update
these forward-looking statements at some point in the future
NuScale specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing NuScale’s assessments of any date subsequent to the
date of this release. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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version on businesswire.com: https://www.businesswire.com/news/home/20220502005796/en/
Contacts regarding the Business Combination
NuScale Investor inquiries: Gary Dvorchak, The Blueshirt Group
for NuScale ir@nuscalepower.com
Spring Valley Acquisition Corp.: www.sv-ac.com Robert Kaplan Investors@sv-ac.com
Media inquiries: Diane Hughes, NuScale media@nuscalepower.com
Barney Gimbel / Max Gross, Finsbury Glover Hering for NuScale
barney.gimbel@fgh.com
max.gross@fgh.com
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