District Court Prohibits Proposed Acquisition of Waste Control Specialists by EnergySolutions

On June 21, 2017, the United States District Court for the District of Delaware issued a Judgment and Order in a civil antitrust lawsuit seeking to block the proposed $367 million acquisition of Waste Control Specialists LLC by EnergySolutions.  The United States of America is the plaintiff in the case.  The listed defendants include EnergySolutions, Inc.; Rockwell Holdco, Inc.; Andrews County Holdings, Inc.; and, Waste Control Specialists LLC.

In its order, the district court entered judgment in favor of the plaintiffs and against the defendants, specifically enjoining and restraining the defendants “from carrying out the acquisition of Waste Control Specialists LLC by EnergySolutions, Inc. as memorialized in the merger agreement between Rockwell Holdco, Inc. and Andrews County Holding, Inc. dated November 18, 2015 and any amendments thereto.”

The case—which is listed as United States of America v. EnergySolutions, Inc.; Rockwell Holdco, Inc.; Andrews Country Holdings, Inc.; and, Waste Control Specialists—can be found under civil docket number 16-1056-SLR in the United States District Court for the District of Delaware.

Proposed Acquisition  On November 19, 2015, in separate press releases, it was announced that Rockwell Holdco had signed a definitive agreement to acquire Waste Control Specialists—a wholly owned subsidiary of Valhi, Inc. and operator of a low-level radioactive waste disposal facility located in Andrews County, Texas.  Rockwell Holdco is the parent company of EnergySolutions—which operates low-level radioactive waste disposal facilities in Tooele County, Utah and Barnwell, South Carolina.  Rockwell Holdco is owned by Energy Capital Partners, a private equity firm focused on investing in North America’s energy infrastructure.  According to the companies’ press releases, upon closing, Rockwell Holdco would pay $270 million in cash and $20 million face amount in Series A Preferred Stock.  In addition, Rockwell Holdco would assume approximately $77 million of Waste Control Specialists’ debt, as well as all financial assurance obligations related to the Waste Control Specialists’ business.

Antitrust Lawsuit  On November 16, 2016, the DOJ filed a civil antitrust lawsuit in the U.S. District Court for the District of Delaware seeking to block the proposed $367 million acquisition of Waste Control Specialists by EnergySolutions.  DOJ argued that the proposed transaction “would combine the two most significant competitors for the disposal of low level radioactive waste … available to commercial customers in 36 states, the District of Columbia and Puerto Rico.”  DOJ asserted that the proposed transaction “would deny commercial generators of … [low-level radioactive waste] —from universities and hospitals working on life-saving treatments to nuclear facilities producing 20 percent of the electricity in the United States—the benefits of vigorous competition that has led to significantly lower prices, better service and innovation in recent years.”

Low-Level Radioactive Waste  Low-level radioactive waste is the radioactive byproduct of nuclear power generation, scientific research and certain medical treatments.  Low-level radioactive waste includes such items as personal protective clothing, tools, water purification filters and resins, hardware from nuclear power plants, and equipment from medical and research institutions.  Low-level radioactive waste may only be disposed of in a facility licensed by, or pursuant to an exemption provided by, the U.S. Nuclear Regulatory Commission (NRC) or a state acting under an agreement with the NRC.  Low-level radioactive waste disposal is an essential service for operating nuclear reactors, research laboratories and medical facilities.  Additionally, low-level radioactive waste disposal is a requirement for the safe decommissioning of such facilities when they reach the end of their useful lives.

For additional information about EnergySolutions, please contact Dan Shrum at (801) 649-2000 or at dshrum@energysolutions.com or go to the company’s web site at www.energysolutions.com.  For additional information about Waste Control Specialists, please contact Rodney Baltzer at (972) 450-4235 or at rbaltzer@valhi.net or visit the company’s web site at www.valhi.net.

WCS Files License Application to Operate a Consolidated Interim Storage Facility for Used Nuclear Fuel

On April 28, 2016, Waste Control Specialists LLC (WCS) announced that it has submitted an application to the U.S. Nuclear Regulatory Commission (NRC) for a license to construct and operate a Consolidated Interim Storage Facility (CISF) for used nuclear fuel.  “The application is being led by WCS,” states the company’s press release, “along with its partners AREVA and NAC International, both global industry leaders in the transportation and storage of used nuclear fuel.”

WCS submitted the application after a year of pre-application meetings with NRC and in accordance with a timeline that the company outlined in February 2015.  According to WCS, a CISF could be completed as early as 2021.


The WCS application proposes an initial 40-year storage license for 40,000 metric tons of heavy metal (MTHM) to be built in eight phases.  Each of the eight storage systems would be able to accommodate 5,000 MTHM for an eventual capacity of 40,000 MTHM.  The proposal includes opportunities for 20-year renewals after the initial license period.

According to WCS, Phase 1 of the CISF will require approximately 155 acres, plus an additional 12 acres for administrative and parking facilities.  The entire site through Phase 8 will require approximately 332 acres, which WCS notes is less than 2.5 percent of the company’s site-wide acreage.

As proposed, the primary operations performed at the WCS site would be transferring the sealed canisters of used fuel from a transportation cask into an engineered interim fuel storage system, where it would be monitored until its departure to an offsite permanent disposal location.

“Consolidated interim storage would provide system-wide benefits and flexibilities to strengthen the U.S. Used Nuclear Fuel Management Program and help advance a permanent geologic disposal program,” said Rod Baltzer, President and CEO of WCS.  “It creates a robust opportunity to develop and deploy the repackaging technology to prepare the used nuclear fuel currently in dry storage for final offsite disposal in a geologic repository.”

According to WCS’ press release, other benefits of consolidated interim storage include the opportunity to reduce the risk of further degradation of on-site infrastructure at permanently shut down reactor sites and to address public concerns about transportation by demonstrating successful transport of this material.

Another chief benefit of an accelerated schedule for moving fuel away from shutdown sites, states WCS, is to reduce the liability to taxpayers for the federal government’s failure to meet its contractual obligations to dispose of this material.


Various lawsuits have been filed that allege that the federal government has failed to meet its statutory obligation to take title to used nuclear fuel by 1998.  The government has estimated that its liability will total $13 billion by 2020 and may increase by approximately $500 million per year if a solution is not found by 2022.

The Nuclear Waste Fund’s 2015 Audit Statement found the net value of the fund to be $37.4 billion.  Expenditures over the past five years have been approximately $4 billion.

WCS operates a privately owned facility in Andrews County, Texas that has been licensed to treat, store and dispose of Class A, B and C low-level radioactive waste.  WCS is a subsidiary of Valhi, Inc.—a company that is engaged in the titanium dioxide pigments, component products (security products and high performance marine components), waste management, and real estate management and development industries.