Hitz Holdings U.S.A. Inc. agreed to acquire NAC International Inc. from USEC Inc. (NYSE:USU) for $45 million in cash on January 22, 2013. On January 23, 2013, the definitive agreement was signed. The purchase consideration is subject to net working capital adjustment. Of the purchase consideration, $2.5 million will be kept in escrow at closing. The transaction took place following a competitive sale process. Hitachi Zosen, parent of Hitz Holdings, has guaranteed the performance and payment obligations of Hitz Holdings under the stock purchase agreement. USEC will agree to certain non-competition and non-solicitation covenants that restrict USEC from engaging in competition with NAC for a period of three years following the closing. Hitz Holdings will finance the transaction through cash and credit facilities. NAC International reported net assets of $14.5 million and gross revenues of $71 million for the year ended December 31, 2011.

The transaction is subject to customary conditions including lender approval under USEC's credit facility, third party approvals, contractual consents and review of the transaction by the Committee on Foreign Investment in the United States. The transaction is expected to close in March 2013. Pankaj K. Sinha, Katherine Ashley and Sean Shimamoto of Skadden, Arps, Slate, Meagher & Flom LLP and Morgan, Lewis & Bockius acted as legal advisors while Craig Korte of Lazard Ltd. acted as financial advisor to USEC. Richard R. Lury, John McDonald, Kathryn McMahon, Cameron Argetsinger, Matt Zucker, David Yohannan, Deepak Nambiar, Victoria Zerjav, Victoria Anderson, Ryan Duffy, Joan Griffin and Shaun Gehan of Kelley Drye & Warren LLP acted as legal advisors to Hitz Holdings. Yasuyuki Kuribayashi and Gen Takizawa of City-Yuwa Partners acted as legal advisors while Naoki Sunayama, Kazuaki Kamio and Takeshi Haruna of Mitsubishi UFJ Morgan Stanley Securities Co. Ltd and Yutaka Itoh, Tatsuya Miura, Francis Kim and Fumi Seino of Bank of Tokyo-Mitsubishi UFJ, Ltd. acted as financial advisors to Hitachi Zosen. Union Bank, N.A. acted as escrow agent for the transaction and will receive $2,500 as one time administration fee.