DEF 14A 1 energy_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant o
Filed by a Party other than the Registrant o

Check the appropriate box:


o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

Energy Services Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


o	No fee required.
x	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

Capital stock of ST Pipeline, Inc. and C.J. Hughes Construction Company, Inc.

	2)	Aggregate number of securities to which transaction applies:

All outstanding shares of ST Pipeline, Inc. and C.J. Hughes Construction Company, Inc. capital stock

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Up to $34 million will be paid in Energy Services cash and stock for the issued and outstanding capital stock of C.J. Hughes Construction Company, Inc. Up to $19.2 million will be paid for the issued and outstanding capital stock of ST Pipeline, Inc.

	4)	Proposed maximum aggregate value of transaction:

$53,200,000

	5)	Total fee paid:

$10,640


x	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:



	2)	Form, Schedule or Registration Statement No.:



	3)	Filing Party:



	4)	Date Filed:

ENERGY SERVICES ACQUISITION CORP.
2450 First Avenue
Huntington, West Virginia 25703

To the Stockholders of Energy Services Acquisition Corp.:

You are cordially invited to attend a special meeting of the stockholders of Energy Services Acquisition Corp., or Energy Services, relating to the matters described below, which will be held at 10:00 a.m., Eastern time, on July 17, 2008, at The Pullman Plaza Hotel, located at 1001 Third Avenue, Huntington, West Virginia 25703.

At this important meeting, you will be asked to consider and vote upon the following proposals:


	•	the adoption and approval of the transactions contemplated by the Merger Agreement, dated as of January 22, 2008, by and between Energy Services Acquisition Corp. and ST Pipeline, Inc. We call this the “ST Pipeline acquisition proposal” and together with the C.J. Hughes acquisition proposal, the “acquisition proposals”;

	•	the adoption and approval of the transactions contemplated by the Merger Agreement, dated as of February 21, 2008, by and between Energy Services Acquisition Corp. and C.J. Hughes Construction Company, Inc. We call this the “C.J. Hughes acquisition proposal”;

	•	the approval of an amendment to Energy Services’ certificate of incorporation to change Energy Services Acquisition Corp.’s name to “Energy Services of America Corporation.” We call this proposal the “name change amendment proposal”;

	•	the approval of an amendment to Energy Services’ certificate of incorporation to remove Article V from the certificate of incorporation after the closing of the acquisitions, as Article V will no longer be applicable to Energy Services. We call this proposal the “Article V amendment proposal”; and

	•	the approval of a proposal to adjourn or postpone the special meeting, if necessary for the purpose of soliciting additional proxies. We call this the “adjournment proposal”; and

	such other matters as may be properly called for consideration at the special meeting. At this time we know of no matters other than those described herein that will be considered at the special meeting.

	The approval of the foregoing proposals requires the affirmative vote of:

	•	a majority of those shares of Energy Services’ common stock issued in its initial public offering that are voted at the meeting to adopt each of the acquisition proposals;

	•	a majority of the issued and outstanding shares of Energy Services’ common stock to adopt the name change amendment proposal;

	•	a majority of the issued and outstanding shares of Energy Services’ common stock to adopt the Article V amendment proposal; and


	•	a majority of the shares of Energy Services’ common stock that are represented in person or by proxy to adopt the adjournment proposal.

Under the merger agreement with ST Pipeline, the shareholders of ST Pipeline will receive cash of approximately $19.2 million for ST Pipeline, of which $3.0 million will be paid on a deferred basis. The cash payment includes an approximate $600,000 adjustment in order to reimburse ST Pipeline’s shareholders for additional taxes owed as a result of ST Pipeline and Energy Services electing to treat the acquisition as a purchase of assets under the Internal Revenue Code.

Under the Merger Agreement to acquire C.J. Hughes Construction Company, Inc., the total purchase price before the assumption of debt of $34.0 million would be paid as follows: each shareholder of C.J. Hughes will receive for each share of C.J. Hughes stock 6,434.7 shares of Energy Services common stock and cash in the amount of $36,896. Each of the cash and stock portion of the merger consideration has a value of $17.0 million. Energy Services expects to assume approximately $14.8 million of long-term debt at closing. Marshall T. Reynolds, our Chairman, Chief Executive Officer and Secretary, and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, and Edsel R. Burns, one of our directors, is the president and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes, which may be different from their interest as shareholders and directors of Energy Services. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns would receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns will receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition.

Adoption by Energy Services’ stockholders of the acquisition proposals are not conditioned upon the adoption of the name change amendment proposal or the Article V amendment proposal. However, the adoption of the name change amendment proposal and the Article V amendment proposal are conditioned upon the adoption of the acquisition proposals.

As provided in Energy Services’ certificate of incorporation, each Energy Services stockholder (other than an officer or director of Energy Services) who holds shares of common stock issued in Energy Services’ initial public offering, has the right to vote against the acquisition proposals and at the same time demand that Energy Services redeem such stockholder’s shares for cash equal to such stockholder’s pro rata portion of the trust account which contains a substantial portion of the net proceeds of Energy Services’ initial public offering. These initial public offering shares will be redeemed for cash only if the acquisitions are completed. If holders of 1,720,000 or more initial public offering shares, which represents 20% or more of the total number of initial public offering shares, vote against the acquisitions and demand redemption of their shares for their pro rata portion of the trust account, then, in accordance with Energy Services’ certificate of incorporation and the terms governing the trust account, Energy Services will not complete the acquisitions. If Energy Services does not complete a business combination by September 6, 2008, then, pursuant to Article V of Energy Services’ certificate of incorporation, and in accordance with Section 281(b) of the Delaware General Corporation Law, Energy Services will adopt a plan of dissolution and as soon as reasonably possible after dissolution make liquidating distributions from the trust account to its stockholders. Prior to exercising redemption rights, Energy Services stockholders should verify the market price of Energy Services’ common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights. Energy Services’ shares of common stock are traded on the American Stock Exchange under the symbol “ESA.” On March 31, 2008, the last sale price of Energy Services’ common stock was

$5.85. As of the same date, the beneficial value per share of the amounts held in the trust account (which amount approximately equals the amount receivable upon exercise of redemption rights) was approximately $5.96.

Energy Services’ initial stockholders, who are Energy Services’ current officers and directors, as well as the son of our Chairman of the Board, have agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public offering, representing an aggregate of 20% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting with respect to each acquisition proposal. In addition, Energy Services’ Chairman of the Board and Chief Executive Officer intends to vote the 325,000 shares of common stock held by him on the record date that were acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the outstanding initial public offering shares, “FOR” the adoption of each of the acquisition proposals. Energy Services’ officers and directors, including Energy Services’ Chairman of the Board and Chief Executive Officer and Douglas V. Reynolds intend to vote all of their shares of Energy Services common stock, representing an aggregate of 23.0% of the outstanding shares of Energy Services common stock held by them on the record date, “FOR” each of the name change amendment proposal and the Article V amendment proposal. To date, only our Chairman of the Board and Chief Executive Officer owns initial public offering shares through his purchase of units, consisting of 325,000 initial public offering shares and 650,000 warrants, acquired in the initial public offering. None of the other officers or directors of Energy Services acquired units, or initial public offering shares, in the initial public offering or in the aftermarket.

Energy Services’ board of directors has determined that each of the acquisition proposals is fair and in the best interest of Energy Services and its stockholders. As required by Energy Services’ certificate of incorporation, Energy Services’ board of directors has also determined that the assets to be acquired from ST Pipeline and C.J. Hughes have a fair market value equal to at least 80% of Energy Services’ net assets, inclusive of the amount in the trust account.

Because the acquisition of C.J. Hughes is deemed to be the acquisition of an affiliated company, Energy Services has obtained an opinion dated March 18, 2008 from Legacy Capital Fund, Inc., an unaffiliated, independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA, formerly the NASD), as to whether the aggregate fair market value of ST Pipeline and C.J. Hughes will be equal to at least 80% of Energy Services’ net assets at the time of the acquisition.

This opinion also states that, as of the date it was given and based upon and subject to the assumptions, factors, qualifications and limitations set forth therein, the consideration to be paid by Energy Services in the acquisitions is fair, from a financial point of view, to our stockholders who are unaffiliated with C.J. Hughes.

Energy Services’ board of directors has determined that the name change amendment proposal, the Article V amendment proposal and adjournment proposal are in the best interests of Energy Services’ stockholders. Energy Services’ board of directors unanimously recommends that you vote or give instruction to vote “FOR” the adoption of the acquisition proposals, the name change amendment proposal, the Article V amendment proposal and adjournment proposal.

Enclosed is a notice of special meeting and proxy statement containing detailed information concerning the acquisition proposals and the transactions contemplated thereby as well as detailed information concerning the name change amendment proposal and the Article V amendment proposal.

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Your vote is important. Whether or not you plan to attend the special meeting, we urge you to read this material carefully, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If you are a stockholder of record of Energy Services common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or obtain from your broker or bank a written proxy that will allow you to vote your shares according to your wishes. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Energy Services’ board “FOR” the adoption of each of the acquisition proposals, the name change amendment proposal and the Article V amendment proposal.

I look forward to seeing you at the meeting.


	Sincerely,

	/s/ Marshall T. Reynolds

	Marshall T. Reynolds, Chairman of the Board and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has determined if this proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

See “Risk Factors” beginning on page 27 for a discussion of various factors that you should consider in connection with the acquisition proposals. Upon completion of the ST Pipeline and C.J. Hughes acquisitions, our business will be comprised of their respective businesses.

This proxy statement is dated June 13, 2008 and is first being mailed to Energy Services stockholders on or about June 13, 2008.

ENERGY SERVICES ACQUISITION CORP.
2450 First Avenue
Huntington, West Virginia 25703

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 17, 2008

To the Stockholders of Energy Services Acquisition Corp:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders, including any adjournments or postponements thereof, of Energy Services Acquisition Corp., or Energy Services, a Delaware corporation, will be held at 10:00 a.m., Eastern time, on July 17, 2008, at The Pullman Plaza Hotel, located at 1001 Third Avenue, Huntington, West Virginia 25703:


		•	to consider and vote upon the adoption and approval of the transactions contemplated by the Merger Agreement, dated as of January 22, 2008, by and between Energy Services and ST Pipeline, Inc. —we call this proposal the “ST Pipeline acquisition proposal” and together with the C.J. Hughes acquisition proposal, the “acquisition proposals”;

		•	to consider and vote upon the adoption and approval of the Merger Agreement dated as of February 21, 2008 by and between Energy Services and C.J. Hughes Construction Company, Inc.—we call this proposal the “C.J. Hughes acquisition proposal”;

		•	to consider and vote upon an amendment to Energy Services’ certificate of incorporation to change Energy Services’ Acquisition Corp. name to “Energy Services of America Corporation “—we call this proposal the “name change amendment proposal”;

		•	to approve an amendment to Energy Services’ certificate of incorporation to remove Article V from the certificate of incorporation after the closing of the acquisitions, as Article V will no longer be applicable to Energy Services—we call this proposal the “Article V amendment proposal”;

		•	to approve a proposal to adjourn or postpone the special meeting, if necessary, for the purpose of soliciting additional proxies. We call this the “adjournment proposal.”

To transact such other business as properly may come before the special meeting and any adjournment or adjournments. We are not aware of any other business to come before the special meeting.

These items of business are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of Energy Services’ common stock at the close of business on June 6, 2008 are entitled to receive notice of, and to vote at, the Energy Services special meeting and any and all adjournments thereof. A list of stockholders entitled to vote as of the record date at the special meeting will be open to the examination of any Energy Services stockholder, for any purpose germane to the special meeting, during ordinary business hours for a period of ten calendar days before the special meeting at Energy Services offices at 2450 First Avenue, Huntington, West Virginia, and at the time and place of the special meeting during the duration of the special meeting.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record of Energy Services common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your

shares. Abstention and broker non-votes will have the same effect as a vote against the name change amendment proposal and Article V amendment proposal, but will not have an effect on the ST Pipeline acquisition proposal or the C.J. Hughes acquisition proposal. Abstentions and broker non-votes will not constitute an election to redeem a shareholder’s shares into cash. Broker non-votes and a failure to vote or return a proxy could result in a lack of quorum but will have no effect on the approval of the adjournment proposal if a quorum is otherwise present because they will not be counted towards the total vote for the adjournment proposal.

Energy Services’ board of directors unanimously recommends that you vote “FOR” the adoption of each proposal listed above. In making its recommendation, the board considered the opinion of Legacy Capital Fund, Inc., dated March 18, 2008, stating that based on its analysis the ST Pipeline acquisition and C.J. Hughes acquisition together met the requirements set forth in Energy Services prospectus, including that the acquisitions have a fair market value equal to 80% of Energy Services’ net assets. The board of directors also considered that C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary, and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, Mr. Scaggs is also a director of C.J. Hughes and Edsel R. Burns of Energy Services, one of our directors, is the president, director and a shareholder of C.J. Hughes. One of our initial shareholders, Douglas V. Reynolds, is the Chairman of the Board of C.J. Hughes and the son of Marshall T. Reynolds.

Under our Certificate of Incorporation, each of the acquisitions must be approved by a majority of the votes cast at the special meeting, in person or by proxy, by holders of record on the record date of shares of our common stock issued in our initial public offering or purchased in the aftermarket. If you do not appear at the special meeting in person or by proxy, or if you abstain by appearing in person and not voting or by returning a proxy with an instruction to abstain on each of the acquisition proposals, or if your shares are held in street name and you do not instruct your broker or bank how to vote, your shares will not be counted as being voted either “for” or “against” approval of each of the acquisitions, and you will not have the right to convert your shares into a pro rata portion of the trust account (net of accrued taxes). Since approval of the acquisitions will require the affirmative vote of a majority of the votes cast, in person or by proxy, at the special meeting in respect of shares owned by our public stockholders, your failure to vote at the special meeting will not affect the vote on the acquisitions by our public stockholders whose shares are voted at the meeting. However, if you fail to vote, either in person or by proxy, on the name change proposal or the Article V amendment proposal, your failure to vote will have the same effect as voting against these proposals.

TABLE OF CONTENTS


SUMMARY OF THE MATERIAL TERMS OF THE ST PIPELINE ACQUISITION		1
SUMMARY OF THE MATERIAL TERMS OF THE C.J. HUGHES ACQUISITION		3
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		5
SUMMARY OF THE PROXY STATEMENT		13
	The ST Pipeline Acquisition Proposal	13
	The C.J. Hughes Acquisition Proposal	13
	How We Intend to Pay for the ST Pipeline and C.J. Hughes Acquisitions	13
	Use of Initial Public Offering Proceeds	14
	The Certificate of Incorporation Amendments	14
	Energy Services Insider Stock Ownership	15
	Special Meeting of Energy Services’ Stockholders	16
	Voting Power; Record Date	16
	Quorum and Vote of Energy Services’ Stockholders	16
	Consideration Offered to Energy Services’ Stockholders	17
	Appraisal or Dissenters Rights	17
	Redemption Rights	17
	Proxies	18
	Energy Services’ Recommendations to Stockholders; Reason for the Acquisitions	18
	Interests of Energy Services’ Directors and Officers in the Acquisitions	18
	United States Federal Income Tax Consequences of the Acquisitions	20
	Regulatory Matters	21
	Listing of Securities	21
	Risk Factors	21
SELECTED HISTORICAL FINANCIAL INFORMATION		22
ST PIPELINE SELECTED FINANCIAL INFORMATION		23
C.J. HUGHES SELECTED FINANCIAL INFORMATION		23
SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION		24
RISK FACTORS		27
	Risks Associated with the Acquisitions	27
	Risks Associated With ST Pipeline’s and C.J. Hughes’ Respective Businesses	31
	Risks Associated with Energy Services’ Warrants	34
FORWARD-LOOKING STATEMENTS		35
THE ENERGY SERVICES SPECIAL MEETING		36
PROPOSAL I - APPROVAL OF THE ST PIPELINE ACQUISITION		41
	General	41
	The Parties	41
	Background of the ST Pipeline Acquisition	42
	Factors Considered by the Energy Services Board in Approving the ST Pipeline Acquisition	43
	ST Pipeline Markets	45
	ST Pipeline Growth	45
	ST Pipeline Core Competencies	45
	ST Pipeline Management Team	46
	The purchase price for ST Pipeline	46
	Potential Negative Factors	47
	Potential as Acquisition Platform	48
	Satisfaction of 80% Test	48
	Structure Following Completion of the Acquisition	48
	Appraisal or Dissenters Rights	48
	United States Federal Income Tax Consequences of the Acquisition	49
	Regulatory Matters	49
	Consequences if Acquisition Proposals Are Not Approved	49
	Required Vote	49


	Recommendation	50
	Terms of the Merger	50
	When the ST Pipeline Acquisition Will Be Completed	50
	Employment and Non-Competition Agreements	51
	Conditions to the ST Pipeline Acquisition	51
	Conduct of Business Pending the Completion of the ST Pipeline Acquisition	52
	Representations and Warranties in the Merger Agreement	55
	Termination of the Merger Agreement	57
	Fees and Expenses	58
	Waiver and Amendment of the Merger Agreement	58
PROPOSAL II - APPROVAL OF THE C.J. HUGHES ACQUISITION		58
	General	58
	The Parties	58
	Background of the C.J. Hughes Acquisition	58
	Factors Considered by the Energy Services Board in Approving the C.J. Hughes Acquisition	61
	C.J. Hughes Markets	62
	C.J. Hughes Growth	62
	C.J. Hughes Will Complement the ST Pipeline Acquisition	63
	C.J. Hughes Competencies	63
	C.J. Hughes Management Team	63
	The purchase price for C.J. Hughes	63
	Potential Negative Factors	64
	Satisfaction of 80% Test	66
	Structure Following Completion of the Acquisition	66
	Appraisal or Dissenters Rights	66
	United States Federal Income Tax Consequences of the Acquisition	67
	Regulatory Matters	67
	Consequences if Acquisition Proposals Are Not Approved	67
	Required Vote	67
	Recommendation	68
	Terms of the Merger	68
	When the C.J. Hughes Acquisition Will Be Completed	68
	Conditions to the C.J. Hughes Acquisition	68
	Conduct of Business Pending the Completion of the C.J. Hughes Acquisition	70
	Representations and Warranties in the Merger Agreement	72
	Termination of the Merger Agreement	74
	Fees and Expenses	75
	Waiver and Amendment of the Merger Agreement	75
DIRECTORS AND EXECUTIVE OFFICERS FOLLOWING COMPLETION		75
OPINION OF LEGACY CAPITAL FUND, INC.		77
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		86
PROPOSAL III - THE NAME CHANGE AMENDMENT PROPOSAL		98
PROPOSAL IV - THE ARTICLE V AMENDMENT PROPOSAL		98
PROPOSAL V – APPROVAL OF THE PROPOSAL TO ADJOURN THE SPECIAL MEETING		99
OTHER INFORMATION RELATED TO ENERGY SERVICES		100
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ENERGY SERVICES		103
INFORMATION ABOUT ST PIPELINE		106
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND		111
RESULTS OF OPERATIONS OF ST PIPELINE		111
	Forward-Looking Statements	111
	Introduction	111
	Seasonality and Cyclical Nature: Fluctuation of Results	112
	Understanding Gross Margins	112


	Results of Operations	114
	Liquidity and Capital Resources	118
	Sources and Uses of Cash	118
	Off-Balance Sheet Transactions	119
	Inflation	120
	New Accounting Pronouncements	120
	Critical Accounting Policies	121
	Recent Developments	122
INFORMATION ABOUT C.J. HUGHES		122
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF C.J. HUGHES		128
	Forward-Looking Statements	128
	Introduction	128
	Outlook	129
	Recent Developments	129
	Seasonality: Fluctuation of Results	130
	Understanding Gross Margins	130
	Results of Operations	131
	Nitro Electric	136
	Liquidity and Capital Resources	137
	Sources and Uses of Cash	137
	Off-Balance Sheet Transactions	137
	Inflation	139
	New Accounting Pronouncements	139
	Critical Accounting Policies	139
QUOTATION OR LISTING		142
TRANSFER AGENT AND REGISTRAR		142
STOCKHOLDER PROPOSALS		142
WHERE YOU CAN FIND MORE INFORMATION		143
INDEX TO FINANCIAL STATEMENTS		F-1


ANNEXES

Annex A	Agreement and Plan of Merger by and between Energy Services Acquisition Corp. and ST Pipeline, Inc.
Annex B	Agreement and Plan of Merger by and between Energy Services Acquisition Corp. and C.J. Hughes Construction Company, Inc.
Annex C	Form of Certificate of Amendment to Certificate of Incorporation.
Annex D	Fairness Opinion dated March 18, 2008 and Supplemental Information.

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	SUMMARY OF THE MATERIAL TERMS OF THE ST PIPELINE ACQUISITION

•	The parties to the Merger Agreement are Energy Services Acquisition Corp., ST Pipeline, Inc. and ST Pipeline’s two shareholders, James E. Shafer and Pauletta Sue Shafer. See “Proposal I—Approval of the ST Pipeline Acquisition–The Parties.”

•	Energy Services, through a special purpose corporation, will acquire ST Pipeline and hold it as a separate subsidiary. See “Proposal I—Approval of the ST Pipeline Acquisition–The Parties.”

•	ST Pipeline is in the business of manufacturing, installing and servicing pipelines for oil and gas companies in the energy industry. See “Proposal I—Approval of the ST Pipeline Acquisition–The Parties.”

•	The Merger Agreement provides that the shareholders of ST Pipeline (consisting of James E. Shafer and Pauletta Sue Shafer) will receive cash in an amount not to exceed $19.0 million, which shall be reduced by (i) the book value of certain assets (estimated to be $400,000) and (ii) a reduction of $3.0 million which shall be a deferred payment. All contingencies on this deferred payment have been completed. The payments under the Merger Agreement are expected to be adjusted by $600,000 in order to reimburse ST Pipeline’s shareholders for additional taxes owed as a result of ST Pipeline and Energy Services electing to treat the acquisition as a purchase of assets under the Internal Revenue Code. If the merger were completed at March 31, 2008, the cash payment due to the Shafers would equal $19.2 million. See Proposal I—Approval of the ST Pipeline Acquisition–Terms of the Merger.

•	In addition, the shareholders of ST Pipeline shall be entitled to withdraw the 2007 net income of ST Pipeline, less $4.2 million to be retained by ST Pipeline, as well as 95% of 2008 earnings through the month end prior to closing. Net of $15.8 million previously withdrawn as of March 31, 2008, the shareholders of ST Pipeline would be entitled to withdraw $10.9 million prior to closing. If sufficient cash is not available prior to or at closing to make the payment of $10.9 million, a short term note payable will be distributed for the difference. The note payable will be repaid from the collection of accounts receivable. If the transaction had closed at March 31, 2008, cash of $3.8 million and notes payable of $7.1 million would have been distributed prior to closing. For accounting purposes, this $10.9 million, which includes distributions for taxes, is considered to be a pre-transaction distribution and is not part of the merger consideration. See “Unaudited Pro Forma Condensed Consolidated Financial Statements—Note 3.”

•	The deferred payment shall be paid proportionately to Mr. Shafer and Ms. Shafer based on their ownership in ST Pipeline over a three-year period. The $3.0 million deferred payment will earn interest at a simple rate of 7.5% per annum. Further, the final deferred payment installment due will be reduced in an amount equal to 50% of any loss in an amount up to $2.0 million on a project currently being completed by ST Pipeline. See “Proposal I—Approval of the ST Pipeline Acquisition–Terms of the Merger.”

•	The current allocation of the purchase price of $19.2 million plus $250,000 of acquisition costs includes $16.5 million in current assets, $5.3 million in fixed assets, $100,000 to other assets, $7.7 million to goodwill and the assumption of $10.1 million of liabilities.

•	In connection with the Merger, Energy Services will enter into a three-year employment agreement with James E. Shafer in which Mr. Shafer will serve as president of ST Pipeline and a non-competition agreement with Pauletta Sue Shafer. See “Proposal I—Approval of the ST Pipeline Acquisition–Employment and Non-Competition Agreements.”

•	The closing of the acquisition is subject to the satisfaction by each party of various conditions prior to closing. See the section entitled “Proposal I—Approval of the ST Pipeline Acquisition—Conditions to the ST Pipeline Acquisition.”


•	The ST Pipeline Acquisition cannot be completed unless Energy Services’ shareholders also approve the C.J. Hughes Acquisition. See “Proposal I—Approval of the ST Pipeline Acquisition—Conditions to the ST Pipeline Acquisition.”

•	The aggregate cost of the ST Pipeline and C.J. Hughes transactions total $53.2 million. Total goodwill to be recorded from the transactions is estimated to be $37.3 million, or 33.6% and 37.0% of total assets, assuming no redemption and maximum redemption, respectively. Energy Services will assume approximately $14.8 million and $508,000 of long-term debt from C.J. Hughes and ST Pipeline, respectively.

•	James E. Shafer and Pauletta Sue Shafer have entered into voting agreements in which they have agreed to vote their shares of ST Pipeline in favor of the ST Pipeline acquisition proposal. See “Proposal I—Approval of the ST Pipeline Acquisition.”

•	In making its recommendation to shareholders, the Energy Services Board of Directors considered the opinion of Legacy Capital Fund, Inc. See “Opinion of Legacy Capital Fund, Inc.” In addition, the Energy Services Board of Directors considered the financial condition and results of operations, cash flows and growth potential of ST Pipeline, the experience and relevant skills of Mr. Shafer, the customer base and competitive position of ST Pipeline, among other factors. See “Proposal I—Approval of the ST Pipeline Acquisition—Factors Considered by the Energy Services Board in Approving the ST Pipeline Acquisition,” “—ST Pipeline Markets,” “—ST Pipeline Growth,” “—ST Pipeline Core Competencies” and “—ST Pipeline Management Team.”


	SUMMARY OF THE MATERIAL TERMS OF THE C.J. HUGHES ACQUISITION

•	The parties to the Merger Agreement are Energy Services Acquisition Corp. and C.J. Hughes Construction Company, Inc.

•	Energy Services, through a special purpose corporation, will acquire C.J. Hughes and hold it as a separate subsidiary. See “Proposal II—Approval of the C.J. Hughes Acquisition—Structure following Completion of the Acquisition.”

•	C.J. Hughes is primarily in the business of constructing, replacing and repairing natural gas pipelines for utility companies and private natural gas companies and with its acquisition of Nitro Electric Company, LLC, providing electrical service installations for power companies, industrial and commercial customers. See “Proposal II—Approval of the C.J. Hughes Acquisition—The Parties.”

•	The Merger Agreement provides that a total purchase price of $34.0 million would be paid as follows: each share of C.J. Hughes outstanding Class A voting stock and Class B non-voting stock (collectively, “C.J. Hughes Stock”) will be converted into the right to receive $36,896 in cash and 6,434.70 shares of Energy Services Common Stock. The common stock component may be adjusted, if necessary, to ensure that the total value of the common stock portion does not represent less than 40% of the total merger consideration. Furthermore, Energy Services will pay cash in lieu of fractional shares. The Energy Services common stock provided to C.J. Hughes shareholders as merger consideration to be issued in the transaction will not be registered under the Securities Act or qualified for sale under any state securities laws. They are being issued pursuant to the private placement exemption under the Securities Act. Such shares may not be resold without registration or exemption from the Securities Act and are “restricted securities” as defined under the Securities Act. See “Proposal II—Approval of the C.J. Hughes Acquisition—Terms of the Merger.”

•	The current allocation of the purchase price of $34.0 million plus $250,000 of acquisition costs includes $21.6 million in current assets, $13.1 million in fixed assets, $29.6 million to goodwill, net of $1.6 million in deferred tax liabilities, and the assumption of $28.4 million of liabilities.

•	The aggregate cost of the ST Pipeline and C.J. Hughes transactions total $53.2 million. Total goodwill to be recorded from the transactions is estimated to be $37.3 million, or 33.6% and 37.0% of total assets, assuming no redemption and maximum redemption, respectively. Energy Services will assume approximately $14.8 million and $508,000 of long-term debt from C.J. Hughes and ST Pipeline, respectively.

•	The C.J. Hughes Acquisition cannot be completed unless Energy Services’ shareholders also approve the ST Pipeline acquisition. See “Proposal II—Approval of the C.J. Hughes Acquisition—Conditions to the C.J. Hughes Acquisition.”

•	C.J. Hughes may be deemed an “affiliate” of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal W. Scaggs, our director, are shareholders of C.J. Hughes, and Edsel R. Burns, a director, is the President and a shareholder of C.J. Hughes. In addition, one of our initial shareholders, Douglas V. Reynolds is the Chairman of the Board of C.J. Hughes and the son of Marshall T. Reynolds. See “Proposal II—Approval of the C.J. Hughes Acquisition—Potential Negative Factors—Interests of Energy Services’ management, directors and affiliates.”


•	In deciding to pursue an acquisition of C.J. Hughes, the Board of Directors determined that C.J. Hughes’ business would enhance the benefits associated with the acquisition of ST Pipeline.

•	In making its recommendation to shareholders, the Energy Services Board of Directors considered the opinion of Legacy Capital Fund, Inc. See “Opinion of Legacy Capital Fund, Inc.” In addition, the Energy Services Board of Directors considered the financial condition and result of operations, cash flow and growth potential, C.J. Hughes’ management team, the fact that an acquisition of C.J. Hughes complements the ST Pipeline Acquisition, and the customer base of C.J. Hughes, among other factors. See “Proposal II—Approval of the C.J. Hughes Acquisition—Factors Considered by the Energy Services Board in Approving the C.J. Hughes Acquisition,” “—C.J. Hughes Markets,” “—C.J. Hughes Growth,” “—C.J. Hughes Will Complement the ST Pipeline Acquisition,” “—C.J. Hughes Competencies.”

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. What is being voted on?

A. There are five proposals that you are being asked to vote on. The first two proposals are to approve the transactions contemplated by the Merger Agreement with ST Pipeline, Inc. and the Merger Agreement to acquire C.J. Hughes Construction Company, Inc. These proposals are collectively called the acquisition proposals.

The third proposal is to adopt an amendment to Energy Services’ certificate of incorporation to change Energy Services’ name to “Energy Services of America Corporation.” This third proposal is called the name change amendment proposal.

The fourth proposal is to adopt an amendment to Energy Services’ certificate of incorporation to eliminate certain provisions of Article V that will no longer be applicable to Energy Services after the consummation of the acquisitions. This fourth proposal is called the Article V amendment proposal.

The fifth proposal is to adjourn or postpone the special meeting, if necessary, for the purpose of soliciting additional proxies. This fifth proposal is called the adjournment proposal.

Q. Who is entitled to vote?

A. Only holders of record of Energy Services’ common stock at the close of business on June 6, 2008 are entitled to receive notice of, and to vote at, the Energy Services special meeting and any and all adjournments thereof. Warrant holders are not entitled to vote.

Q. Why is Energy Services proposing the acquisition proposals?

A. Energy Services was organized to effect a business combination with an operating business or businesses in the energy services industry. Under the terms of its certificate of incorporation, prior to completing its initial business combination or combinations, Energy Services must submit the transaction or transactions to its stockholders for approval. Energy Services has negotiated the terms of a business combination with each of ST Pipeline and C.J. Hughes. Together, the acquisitions of ST Pipeline and C.J. Hughes are expected to have an aggregate fair market value equal to at least 80% of the net assets of Energy Services at the time of the mergers. ST Pipeline is engaged in the business of installing natural gas pipeline domestically. C.J. Hughes is engaged in the business of installing pipelines for the natural gas and oil industries, as well as providing electrical service installations for power companies, industrial and commercial customers. The Board of Directors has concluded that each of ST Pipeline’s and C.J. Hughes’ respective businesses provide an opportunity to service the energy sector which has experienced increased activity in recent years. The completion of each acquisition is contingent upon Energy Services being able to complete both transactions. Energy Services is now submitting each of the transactions to its stockholders for their approval.

Q. What vote is required in order to adopt the acquisition proposals?

A. Adoption of each of the acquisition proposals requires the affirmative vote of a majority of the shares issued in the initial public offering that are voted at the meeting. However, notwithstanding adoption of each of the acquisition proposals, the acquisitions will only proceed if holders of no more than 20% of the initial public offering shares exercise their redemption rights. No vote of the warrant holders is necessary to adopt the acquisition proposals, and, accordingly, Energy Services is not asking the warrant holders to vote on the acquisition proposals. Adoption of the acquisition proposals is not conditioned upon the adoption of the name change amendment proposal or the Article V amendment

proposal. The name change amendment proposal and the Article V amendment proposal are conditioned on the approval of the acquisition proposals.

Q. Why is Energy Services proposing the name change amendment proposal?

A. Energy Services believes that the name “Energy Services of America Corporation” better reflects the business it will conduct after the acquisitions, and will enable industry and financial market participants to better associate Energy Services with its operating businesses.

Q. What vote is required to adopt the name change amendment proposal?

A. Adoption of the name change amendment proposal requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock. No vote of the warrant holders is necessary to adopt the name change amendment proposal, and, accordingly, Energy Services is not asking the warrant holders to vote on the name change amendment proposal. Adoption of the name change amendment proposal is conditioned upon the adoption of the acquisition proposals, but is not conditioned on adoption of the Article V amendment proposal.

Q. Why is Energy Services proposing the Article V amendment proposal?

A. The Article V amendment proposal allows the revision of Energy Services’ certificate of incorporation to reflect the adoption of the acquisition proposals by removing language that would no longer apply after the acquisitions.

Q. What vote is required to adopt the Article V amendment proposal?

A. Adoption of the Article V amendment proposal requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock. No vote of the warrant holders is necessary to adopt the Article V amendment proposal, and, accordingly, Energy Services is not asking the warrant holders to vote on the Article V amendment proposal. Adoption of the Article V amendment proposal is conditioned upon the adoption of the acquisition proposals, but is not conditioned upon adoption of the name change amendment proposal.

Q. Why is Energy Services proposing the adjournment proposal?

A. If, prior to the special meeting, we do not receive sufficient votes to approve each of the acquisitions, the name change proposal or the Article V amendment proposal, approval of the adjournment proposal will permit our board of directors to adjourn or postpone the special meeting to a later date in order to allow us to solicit additional proxies.

Q. What vote is required to adopt the adjournment proposal?

A. The adjournment proposal must be approved by the affirmative vote of the majority of the shares of our common stock present in person or represented by proxy at the special meeting. The officers and directors of Energy Services intend to vote all their shares of common stock in favor of this proposal.


Q.	Does the Energy Services board recommend voting in favor of each of the acquisition proposals, the name change amendment, the amendment of Article V and the adjournment proposal?

A. Yes. After careful consideration of the terms and conditions of each of the Merger

Agreements with ST Pipeline and with C.J. Hughes and each of the amendments to the certificate of incorporation, the board of directors of Energy Services has determined that the acquisitions and the transactions contemplated thereby and the amendments to the certificate of incorporation are fair and in the best interest of Energy Services and its stockholders. The Energy Services board of directors unanimously recommends that the Energy Services stockholders vote FOR each of the acquisition proposals, the name change amendment, the Article V amendment and the adjournment proposal. The members of Energy Services’ board of directors have interests in the acquisitions that are different from, or in addition to, your interests as a stockholder. For a description of such interests, please see the section entitled “Summary of the Proxy Statement—Interests of Energy Services’ Directors and Officers in the Acquisitions.”

For a description of the factors considered by Energy Services’ board of directors in making its determination to approve the acquisitions, see the section entitled “Proposal I-Approval of the ST Pipeline Acquisition—Factors Considered by the Energy Services Board in Approving the ST Pipeline Acquisition” and “Proposal II-Approval of the C.J. Hughes Acquisition-Factors Considered by the Energy Services Board in Approving the C.J. Hughes Acquisition.”

Q. Do I have the right to redeem my shares for cash?

A. If you hold shares of common stock issued in Energy Services’ initial public offering, then you have the right to vote against each of the acquisition proposals and demand that Energy Services redeem your shares for your pro rata portion of the trust account in which the net proceeds of Energy Services’ initial public offering are held. We refer to the right to vote against each of the acquisition proposals and to demand redemption of your shares for your pro rata portion of the trust account as your redemption rights. If the holders of 1,720,000 or more initial public offering shares, representing 20% or more of the total number of initial public offering shares, exercise their redemption rights, then, in accordance with the terms of Energy Services’ certificate of incorporation and the documents governing the trust account, Energy Services will not complete the acquisitions and your shares will not be redeemed. Warrant holders do not have redemption rights.

Q. How do I exercise my redemption rights?

A. If you wish to exercise your redemption rights, you must vote against both of the acquisitions and at the same time affirmatively demand that Energy Services redeem your shares for cash. You will not have an opportunity to remedy an improper exercise of your redemption rights. If, notwithstanding your vote, the acquisitions are completed, then you will be entitled to receive your pro rata share of the trust account in which the net proceeds of Energy Services’ initial public offering are held, including your pro rata share of any interest earned thereon, net of withdrawals for operating expenses and taxes through the date of the special meeting. Based on the amount of cash held in the trust account at March 31, 2008, you will be entitled to redeem each share that you hold for approximately $5.96. If you exercise your redemption rights, then you will be exchanging your shares for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the acquisitions and then tender your stock certificate to Energy Services. If the acquisitions are not completed, your shares will not be redeemed for cash.

Prior to exercising redemption rights, Energy Services stockholders should verify the market price of Energy Services’ common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights. Energy Services’ shares of common stock are listed on the American Stock Exchange under the symbol “ESA.”

Q. What is Energy Services acquiring in the acquisitions?

A. Energy Services is acquiring the equipment, management and book of business held by ST Pipeline. Energy Services is acquiring all the facilities, equipment, management and book of business of C.J. Hughes. Both ST Pipeline and C.J. Hughes have a good reputation and numerous contacts in their respective businesses. Both businesses service the natural gas industry.

Q. How much is Energy Services paying for each of ST Pipeline and C.J. Hughes?

A. Energy Services is making a maximum cash payment of $19.0 million (subject to a downward adjustment of approximately $400,000 to reflect the book value of certain ST Pipeline assets distributed to the shareholders of ST Pipeline). Of this amount, $3.0 million represents a deferred payment that will be paid out in annual installments. Also, it is anticipated that Energy Services will pay an additional $600,000 to the shareholders of ST Pipeline to reimburse them for additional taxes they are anticipated to incur from electing to have the transaction treated as an asset purchase under federal tax law. After considering all the adjustments, the anticipated total cash price to be paid is $19.2 million, plus the assumption of approximately $508,000 of long term debt of ST Pipeline.

Energy Services is paying a total of $34.0 million to acquire C.J. Hughes, of which $17.0 million will be paid in cash and $17.0 million will be paid from the issuance of 2,964,771 shares of Energy Services common stock, which represents $5.734 per share, which is the five day average of closing prices of Energy Services common stock beginning four trading days before the public announcement that C.J. Hughes and Energy Services had entered into a letter of intent. The number of shares to be issued may be adjusted to ensure that the stock component of the merger consideration paid to C.J. Hughes shareholders is no less than 40% of the total value of the merger consideration. However, the price of a share of Energy Services common stock must be less than $3.82 before the number of shares to be issued would have to be adjusted. This per share amount is substantially less than the current liquidation value in the trust account. Accordingly, the likelihood of any adjustment to the number of shares to be issued is considered remote. Energy Services will pay cash in lieu of issuing fractional shares. Additionally, Energy Services expects to assume approximately $14.8 million in long term debt of C.J. Hughes.

Q. How is Energy Services paying for the acquisitions?

A. The cash portion of each acquisition will be paid from Energy Services’ working capital. The common stock portion of the C.J. Hughes acquisition will come from Energy Services’ authorized but unissued shares.

Q. What will I receive in the acquisitions?

A. You will not receive any cash or other property in the acquisitions, but instead you will continue to hold your shares of Energy Services common stock. As a result of the acquisitions and related transactions, Energy Services will own, as separate subsidiaries, ST Pipeline and C.J. Hughes.

Q. What are the federal income tax consequences of the acquisitions?

A. Our common stockholders who do not exercise their redemption rights will continue to hold their stock and as a result will not recognize any gain or loss from the acquisitions. Common stockholders who exercise their redemption rights will recognize gain or loss to the extent that the amount received by such stockholders upon redemption is greater than or less than, respectively, such stockholders’ tax bases in their shares. A stockholder’s tax basis in the shares generally will equal the cost of the shares. A stockholder that purchased our units will have to allocate the cost between the shares and the warrants included in the units based on their relative fair market values at the time of the

purchase. Assuming the shares are held as a capital asset, the gain or loss will be capital gain or loss and will be long-term capital gain or capital loss if such stockholder’s holding period in the shares is longer than one year. We urge you to consult your own tax advisors regarding your particular tax consequences.


Q.	Will Energy Services securities still be traded on the American Stock Exchange after the acquisitions are completed?

A. Yes. Our shares of common stock, our warrants, and our units, each consisting of one share of common stock and two warrants, will continue to be traded on the American Stock Exchange after the acquisitions are completed. We anticipate that our trading symbols will remain the same following the completion of the acquisitions.

Q. Is Energy Services issuing any shares of common stock in the acquisitions?

A. Yes. While the acquisition of ST Pipeline is to be paid for entirely in cash, the acquisition of C.J. Hughes is to be made in both cash and shares of our common stock.

Q. Will the Energy Services shares issued to the C.J. Hughes stockholders be subject to restriction on transfer?

A. Yes. The shares of our common stock issued to the C.J. Hughes stockholders in connection with the acquisition will be issued in a private placement. Accordingly, the C.J. Hughes stockholders will not be able to resell such shares unless and until they are registered under the Securities Act of 1933, as amended, or an exemption from the registration requirements of such Act is available for purposes of such resale.


Q.	Are there any existing relationships between C.J. Hughes and Energy Services directors and officers and their affiliates?

A. Yes. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal Scaggs, one of our directors, are shareholders of C.J. Hughes, and Edsel R. Burns, one of our directors, is president and a shareholder of C.J. Hughes. Mr. Scaggs is also a director of C.J. Hughes. In addition, Douglas V. Reynolds, C.J. Hughes’ Chairman of the Board, is a shareholder of Energy Services.

Q. What happens to the funds deposited in the trust account after completion of the acquisitions?

A. Upon completion of the acquisitions, any funds remaining in the trust account after payment of amounts, if any, to stockholders exercising their redemption rights will be released for general corporate purposes and the trust account will cease to exist.

Q. What will the structure of the company be after the acquisitions?

A. Immediately following the acquisition and related transactions, Energy Services Corporation will own each of ST Pipeline and C.J. Hughes as wholly-owned subsidiaries of Energy Services.

Q. Who will manage the acquired businesses?

A. Following the acquisitions, ST Pipeline’s day to day operations will be run by James E. Shafer and C.J. Hughes’ day to day operations will be run by Edsel R. Burns, as well as any other persons as may be hired by Energy Services from time to time. Mr. Burns is a director of Energy Services.

Q. What happens if the acquisitions are not completed?

A. If Energy Services does not consummate a business combination by September 6, 2008, Energy Services will, pursuant to Article V of its certificate of incorporation, and in accordance with Section 281(b) of the Delaware General Corporation Law, adopt a plan of dissolution. As soon as reasonably possible after dissolution, the net proceeds of Energy Services’ initial public offering held in the trust account, plus any interest earned thereon net of withdrawals for operating expenses and taxes, as well as the net proceeds from the disposition of any other assets, will be distributed pro rata to Energy Services’ common stockholders holding initial public offering shares.

Marshall T. Reynolds has agreed to indemnify Energy Services related to certain expenses in the event a merger is not consummated within a specified time frame. If a merger is completed within the specified time frame, such indemnity will cease. As of March 31, 2008, we estimate Energy Services had unpaid accounts payable or accrued liabilities of $90,593 that we believe could be covered by Mr. Reynolds’ indemnity agreement. As of March 31, 2008, Energy Services had approximately $329,610 in cash. Mr. Reynolds has advanced Energy Services a total of $150,000. None of the $150,000 in advances are included in the $90,593 of accounts payable and accrued liabilities as of March 31, 2008. Such advances would be repaid upon the closing of the merger. If a merger is not consummated by September 6, 2008, these advances would not be repaid.

Q. When do you expect the acquisitions to be completed?

A. It is currently anticipated that the acquisitions will both be completed, or closed, several days following the Energy Services special meeting on July 17, 2008.

Q. If I am not going to attend the Energy Services special meeting in person, should I return my proxy card instead?

A. Yes. After carefully reading and considering the information contained in this document, please fill out and sign your proxy card. Then, return the enclosed proxy card in the return envelope as soon as possible, so that your shares may be represented at the Energy Services special meeting.

Q. What will happen if I abstain from voting or fail to instruct my broker to vote?

A. An abstention or the failure to instruct your broker how to vote, also known as a broker non-vote, will not be considered a vote cast at the meeting with respect to each of the acquisition proposals and therefore, will have no effect on the acquisition proposals. An abstention or broker non-vote will not enable you to elect to have your shares redeemed for your pro rata portion of the trust account. To exercise your redemption rights, you must vote against each acquisition proposal and affirmatively elect redemption of your shares by checking the appropriate box, or directing your broker to check the appropriate box, on the proxy card and ensure that the proxy card is delivered prior to the Energy Services special meeting.

An abstention will have the same effect as a vote against the name change amendment proposal and the Article V amendment proposal. A broker non-vote will have the same effect as a vote against the name change proposal and the Article V amendment proposal.

Q. What do I do if I want to change my vote?

A. Send a later-dated, signed proxy card to Energy Services’ Chairman and Chief Executive Officer prior to the date of the special meeting or attend the special meeting in person, revoke your proxy and vote. You may also revoke your proxy by sending a notice of revocation to Energy Services’ Chairman and Chief Executive Officer at the address of Energy Services’ corporate headquarters.

Q. If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A. With respect to the acquisition proposals, your broker can only vote your shares if you provide instructions on how to vote. If you do not instruct your broker on how to vote on those matters, your broker may not vote for you, and this will be a broker non-vote. With respect to the name change amendment proposal and the Article V amendment proposal, if you do not instruct your broker how to vote on these matters, your broker may vote for you. You should instruct your broker to vote your shares, following the directions provided by your broker. To exercise your redemption rights, you must affirmatively elect redemption of your shares by directing your broker to check the appropriate box on the proxy card and ensure that the proxy card is delivered prior to the Energy Services special meeting.

Q. What potential management conflicts exist if the acquisition proposals are approved?

A. At the close of business on the record date, Marshall T. Reynolds, Jack M. Reynolds, Edsel R, Burns, Neal W. Scaggs and Joseph L. Williams, who together comprise all of Energy Services’ current directors and officers and Douglas V. Reynolds, beneficially owned 2,475,000 shares of Energy Services common stock, or 23.0% of the outstanding shares of Energy Services’ common stock. 2,150,000 of these shares were purchased prior to Energy Services’ initial public offering for a purchase price of $0.01 per share. If the acquisition proposals are approved, Messrs. Marshall T. Reynolds, Jack M. Reynolds, Edsel R. Burns, Neal W. Scaggs, Joseph L. Williams and Douglas V. Reynolds will own 3,500,434 shares of common stock, or 25.5% of the outstanding shares of Energy Services common stock, assuming no redemption of shares. In addition, Mr. Marshall T. Reynolds purchased 325,000 units in the initial public offering for an aggregate purchase price of $1,950,000 ($6.00 per unit). Each unit consisted of one common share and two warrants. Collectively, the 2,475,000 shares of common stock held by the officers and directors have a market value of approximately $14.5 million, based on Energy Services common stock price of $5.85 per share as of March 31, 2008 (without taking into account any discount that may be associated with the restrictions on transfer of these shares).

Energy Services’ directors and officers, together with Douglas V. Reynolds, beneficially own 3,076,923 warrants with a market value of $2.6 million based upon the warrant price of $0.83 per warrant as of March 31, 2008 (without taking into account any discount that may be associated with the restrictions on transfer of these shares). Energy Services’ officers and directors will not receive any value associated with their common shares or warrant ownership acquired prior to the Energy Services’ initial public offering in the event that a business combination is not consummated.

Marshall T. Reynolds has agreed to indemnify Energy Services with respect to the due diligence, accounting, legal and other expenses of Energy Services in connection with the acquisitions in the event the acquisitions or another business combination are not consummated before September 6, 2008. If the acquisitions are completed before September 6, 2008, this indemnity will terminate. As of March 31, 2008, we estimate Energy Services has unpaid accounts payable or accrued liabilities of $90,593. To the extent that funds distributed by the trust for the purpose of paying expenses are insufficient to pay unpaid accounts or accrued liabilities, such payments could be covered by Mr. Reynolds’ indemnity agreement. As of March 31, 2008, Energy Services had approximately $329,610 in cash. Mr. Reynolds has advanced Energy Services a total of $150,000 to provide working capital. None of the $150,000 in advances are

included in the $90,593 of accounts payable and accrued liabilities as of March 31, 2008. These advances will be repaid upon the closing of the acquisitions. If the acquisition or another business combination is not consummated by September 6, 2008, these advances will not be repaid.

C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, and Edsel R. Burns, one of our directors, is the president and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes which may be different from their interests as shareholders and directors of Energy Services. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns will receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock, in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns will receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition. Douglas V. Reynolds, one of our initial shareholders, is the Chairman of the Board of C.J. Hughes.

Q. Who will pay for this proxy solicitation?

A. Energy Services has retained Georgeson Inc. to aid in the solicitation of proxies. Georgeson Inc. will receive a fee of approximately $7,500, as well as reimbursement for certain costs and out of pocket expenses incurred by them in connection with their services, all of which will be paid by Energy Services. In addition, officers and directors may solicit proxies by mail, telephone, facsimile and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Energy Services will bear the cost of preparing, assembling and mailing the enclosed proxy, this Proxy Statement and other material which may be sent to stockholders in connection with this solicitation. Energy Services may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

Q. Who can help answer my questions?


	A.	Edsel R. Burns, Director
		Energy Services Acquisition Corp.
		2450 First Avenue
		Huntington, West Virginia 25703
		(304) 522-3868

	or

		Georgeson Inc.
		199 Water Street
		26^th Floor
		New York, New York 10038
		(800) 280-7183 (for individual investors)
		or
		(212) 440-9800 (for banks and brokers)

SUMMARY OF THE PROXY STATEMENT

The following discusses in summary form selected information from this proxy statement, but does not contain all of the information that is important to you. The proposals are described in greater detail elsewhere in this document. You should carefully read this entire document, including the Merger Agreement with ST Pipeline attached as Annex A to this proxy statement and the Merger Agreement with C.J. Hughes attached as Annex B to this proxy statement and the other documents to which this proxy statement refers you. The Merger Agreement with ST Pipeline and Merger Agreement with C.J. Hughes are the legal documents that govern each acquisition. Each of the Merger Agreements are also described in detail elsewhere in this proxy statement.

The ST Pipeline Acquisition Proposal

On January 22, 2008, Energy Services and ST Pipeline, Inc., and each of ST Pipeline’s stockholders consisting of James E. Shafer and Pauletta Sue Shafer, entered into the Merger Agreement. The Merger Agreement provides for the acquisition of substantially all of the assets of ST Pipeline, consisting of all equipment of ST Pipeline, as well as its liabilities as reflected on ST Pipeline’s balance sheet. In addition, Energy Services will assume all ongoing contracts currently being serviced by ST Pipeline to provide services that ST Pipeline has and will continue to serve the ST Pipeline customer base.

The C.J. Hughes Acquisition Proposal

On February 21, 2008, Energy Services and C.J. Hughes Construction Company, Inc. entered into the Merger Agreement. The Merger Agreement provides for the acquisition of the assets of C.J. Hughes consisting of land and buildings owned, vehicles and equipment, as well as its liabilities reflected on its balance sheet, including long term of debt of approximately $14.8 million. In addition, Energy Services will assume all ongoing contracts currently being serviced by C.J. Hughes and will continue to serve the C.J. Hughes customer base.

How We Intend to Pay for the ST Pipeline and C.J. Hughes Acquisitions

Energy Services will use the proceeds of its initial public offering, including funds held in the trust account ($51,250,866 as of March 31, 2008, including interest), to fund the purchase price of the ST Pipeline acquisition proposal and the cash portion of the C.J. Hughes acquisition proposal, transaction expenses and finance fees, working capital and payment of any amounts due for share redemption.

Energy Services will use the proceeds of its initial public offering to fund $17.0 million of the C.J. Hughes purchase price and $19.2 million of the ST Pipeline purchase price (which includes an approximate $600,000 adjustment to reimburse ST Pipeline’s shareholders for additional taxes owed as a result of ST Pipeline and Energy Services electing to treat the acquisition as a purchase of assets under the Internal Revenue Code). The common stock portion of the C.J. Hughes purchase price will be funded from the issuance of 2,964,772 shares of common stock with a market value of approximately $17.0 million, based upon the trading price of Energy Services’ common stock during the five-day period commencing four days prior to February 14, 2008.

Use of Initial Public Offering Proceeds

The approximately $51,250,866 held in the trust account as of March 31, 2008, together with any additional interest earned thereon net of withdrawals for operating expenses and taxes as of the closing date will be used in the following manner and priority:


	•	up to approximately $10,245,000 will be paid to holders of initial public offering shares who elect to have their shares redeemed;

	•	Up to $1,032,000 will be used to pay the underwriters for the deferred non-accountable expense allowance.

	•	$36.2 million will be used to fund the acquisitions, including $3.0 million payable on a deferred basis plus approximately $500,000 for legal, accounting and other costs relating to the acquisitions.

	•	$150,000 will be used to repay Marshall T. Reynolds for the cash advance to Energy Services.

	•	assuming the maximum redemption by the holders of initial public offering shares of approximately 19.99% of the initial public offering shares, the balance of approximately $6.3 million will remain as working capital; and

	•	assuming no redemption by the holders of initial public offering shares, the balance of approximately $16.5 million will remain as working capital.

Energy Services plans to complete the acquisitions of ST Pipeline and C.J. Hughes as promptly as possible following the Energy Services special meeting or at such other time or place as the parties agree, provided that:


	•	Energy Services’ stockholders have approved each of the acquisition proposals;

	•	holders of no more than 19.99% of the initial public offering shares, vote against each of the acquisition proposals AND properly elect to exercise their right to have their shares redeemed for cash;

	•	the other conditions specified in each of the ST Pipeline Merger Agreement and C.J. Hughes Merger Agreement have been satisfied or waived.

The Certificate of Incorporation Amendments

Energy Services is proposing an amendment to its certificate of incorporation to change its name to “Energy Services of America Corporation” upon consummation of the acquisitions and to eliminate certain provisions that are applicable to Energy Services only prior to its completion of a business combination. Energy Services believes that the name “Energy Services of America Corporation” better reflects the business it will conduct after the acquisitions, and will enable industry and financial market participants to more closely associate Energy Services with its operating businesses. Separately, as amended, Article V of Energy Services’ certificate of incorporation will address only its classified board of directors, with existing provisions that relate to it as a blank check company deleted.

Energy Services Insider Stock Ownership

At the close of business on the record date, Marshall T. Reynolds, Jack M. Reynolds, Edsel R. Burns, Neal W. Scaggs and Joseph L. Williams, who together comprise all of Energy Services’ directors and officers, together with their affiliates, beneficially owned 2,475,000 shares of Energy Services common stock, or 23.0% of the outstanding shares of Energy Services common stock. Of such shares, 1,720,000 were purchased by Energy Services’ officers and directors prior to Energy Services’ initial public offering for $0.01 per share. In addition, Douglas V. Reynolds, the son and brother of Marshall T. Reynolds and Jack Reynolds, respectively, purchased 430,000 shares prior to the initial public offering for $0.01 per share. The aggregate purchase price for all shares purchased prior to the initial public offering was $25,000. The remaining 325,000 shares were purchased by Mr. Marshall T. Reynolds in the initial public offering for $6.00 per unit, for an aggregate purchase price of $1,950,000. All of these 2,475,000 shares, without taking into account any discount that may be associated with certain restrictions on these shares, have a market value of $14.5 million based on Energy Services’ common stock price of $5.96 per share as of March 31, 2008. Other than the initial public offering shares held by Mr. Reynolds, which will participate in any liquidating distributions made from the trust account, Energy Services’ officers and directors will not receive any value associated with their share ownership in the event that a business combination is not consummated.

Energy Services’ officers and directors (together with Douglas V. Reynolds) also beneficially own warrants to purchase 3,076,923 shares of common stock, which were acquired prior to the initial public offering. These warrants, without taking into account any discount that may be associated with certain restrictions on transfer, collectively have a market value of $2.6 million based on Energy Services’ warrant price of $0.83 per warrant as of March 31, 2008. An additional 650,000 warrants are owned by Mr. Marshall T. Reynolds as part of the 325,000 units he purchased in the initial public offering for $6.00 per unit, for an aggregate purchase price of $1,950,000. The warrants held by Energy Services’ officers and directors and their affiliates and associates (as well as all other warrants) will expire and become worthless if the acquisitions are not approved and Energy Services fails to consummate the business combinations by September 6, 2008, pursuant to Energy Services’ certificate of incorporation.

Dilution of Unaffiliated Shareholders

Prior to the completion of the acquisitions, Energy Services’ officers and directors, together with their affiliates and associates, owned 2,475,000 shares representing 23.0% of the outstanding shares of Energy Services common stock. Unaffiliated shareholders owned 8,275,000 shares, or 77.0% of the outstanding shares of Energy Services common stock. Immediately following the completion of the acquisitions and the issuance of 2,964,772 shares as part of the C.J. Hughes acquisition (which includes the issuance of 1,025,434 shares of Energy Services common stock to the shareholders of C.J. Hughes who are initial shareholders of Energy Services), officers and directors, together with their affiliates and associates, will own 3,500,434 shares of common stock which will constitute 25.5% of the outstanding shares of common stock, assuming no redemption of shares, and 29.2%, assuming full redemption. Unaffiliated shareholders will own 74.5% and 70.8% of the outstanding shares of Energy Services common stock, assuming no redemption and full redemption, respectively. As a result of the completion of the acquisitions, unaffiliated shareholders will experience dilution of their ownership interests in Energy Services, and consequently will collectively own a smaller percentage of the Company.

Furthermore, Energy Services’ officers and directors, together with their affiliates and associates, beneficially own warrants to purchase 3,076,923 shares of Energy Services common stock that were acquired prior to our initial public offering and Marshall T. Reynolds owns warrants to acquire an additional 650,000 shares of Energy Services common stock. If all of the warrants were to be exercised by directors, officers and their affiliates, as well as persons who purchased units in our initial public

offering, directors, officers and their affiliates would own 7,227,357 shares constituting 21.3% and 22.4% of Energy Services outstanding common stock, assuming completion of the acquisition (including the issuance of the 2,964,772 shares of Energy Services common stock to the shareholders of C.J. Hughes), full redemption and no redemption of shares, respectively. Unaffiliated shareholders would own the remaining 78.7% and 77.6% of Energy Services outstanding common stock, assuming full redemption and no redemption of shares, respectively.

Special Meeting of Energy Services’ Stockholders

The special meeting of the stockholders of Energy Services will be held at 10:00 a.m., Eastern Time, on July 17, 2008, at The Pullman Plaza Hotel, located at 1001 Third Avenue, Huntington, West Virginia 25703.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of Energy Services common stock at the close of business on June 6, 2008, which is the record date for the special meeting. You will have one vote for each share of Energy Services common stock you owned at the close of business on the record date. Energy Services warrants do not have voting rights.

At the close of business on June 6, 2008, there were 10,750,000 shares of Energy Services common stock outstanding, 8,600,000 of which were issued in Energy Services’ initial public offering.

With respect to each of the acquisition proposals, Energy Services’ initial stockholders, who are Energy Services’ officers and directors and the Chairman of the Board’s son, have agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public offering, representing an aggregate of 20.0% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting, and intend to vote such shares “FOR” all other proposals that have been approved by Energy Services’ board of directors. In addition, Energy Services’ Chairman and Chief Executive Officer intends to vote 325,000 shares of common stock that are part of the 325,000 units acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the shares issued in Energy Services’ initial public offering, “FOR” the adoption of each of the acquisition proposals and all other proposals that have been approved by Energy Services’ board of directors.

Quorum and Vote of Energy Services’ Stockholders

A quorum of Energy Services’ stockholders is necessary to hold a valid meeting. A quorum will be present at the Energy Services’ special meeting if a majority of the issued and outstanding shares of Energy Services’ common stock entitled to vote at the meeting are present in person or by proxy. Abstentions and broker non-votes will count as present for the purpose of establishing a quorum. No vote of the warrant holders is necessary to adopt any of the proposals.


	•	The approval of each acquisition proposal requires the affirmative vote of a majority of the initial public offering shares voted for each proposal at the special meeting. However, adoption of the acquisition proposals is not conditioned upon the adoption of the name change amendment or the Article V amendment. However, in accordance with the provisions of Energy Services’ certificate of incorporation, if the holders of 1,720,000 or more initial public offering shares, representing 20% or more of the total number of


		initial public offering shares, vote against the acquisitions and exercise their redemption rights, then Energy Services will not complete the acquisitions.

	•	The approval of the name change amendment requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock.

	•	The approval of the Article V amendment requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock.

	•	The approval of the adjournment requires the affirmative vote of a majority of the shares voting on this proposal at the special meeting.

Consideration Offered to Energy Services’ Stockholders

The stockholders of Energy Services will not receive any cash or property in the acquisitions, but instead will continue to hold their shares of Energy Services common stock.

Appraisal or Dissenters Rights

No appraisal or dissenters rights are available under the Delaware General Corporation Law for the stockholders of Energy Services in connection with the acquisition proposals.

Redemption Rights

As provided in Energy Services’ certificate of incorporation, holders of initial public offering shares may, if the stockholder votes against the acquisition proposals, demand that Energy Services redeem their shares for cash. This demand must be made on the proxy card at the same time that the stockholder votes against each of the acquisition proposals. If so demanded, and if the acquisitions are completed, Energy Services will redeem each share of common stock for a pro rata portion of the trust account in which the net proceeds of Energy Services’ initial public offering are held, plus interest earned thereon. However, if the holders of 1,720,000 or more initial public offering shares, representing 20% or more of the total number of initial public offering shares, exercise their redemption rights, then, in accordance with the terms of Energy Services’ certificate of incorporation and the documents governing the trust account, Energy Services will not consummate the acquisitions and your shares will not be redeemed. Based on the amount of cash held in the trust account at March 31, 2008, you will be entitled to redeem each share of common stock that you hold for approximately $5.96. If you exercise your redemption rights, then you will be exchanging your shares of Energy Services’ common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the acquisitions and then tender your stock certificate to Energy Services. If the acquisitions are not completed, then these shares will not be redeemed for cash. A stockholder who exercises redemption rights will continue to own warrants to acquire Energy Services common stock owned by such stockholder as such warrants will remain outstanding and unaffected by the exercise of redemption rights.

Proxies

Proxies may be solicited by mail, telephone or in person. We have engaged Georgeson Inc. to assist us in the solicitation of proxies.

If you vote by proxy, you may still vote your shares in person if you revoke your proxy before the special meeting or if you attend the special meeting and vote in person.

Energy Services’ Recommendations to Stockholders; Reason for the Acquisitions

Energy Services’ board of directors unanimously recommends that Energy Services’ stockholders vote:


	•	FOR each of the acquisition proposals;

	•	FOR the name change amendment;

	•	FOR the Article V amendment; and

	•	FOR the adjournment proposal.

In reaching its decision with respect to the acquisition proposals and the transactions contemplated by each of the Merger Agreements, the board of directors of Energy Services reviewed various industry and financial data and the due diligence and evaluation materials provided by each of ST Pipeline and C.J. Hughes, as well as evaluations performed by financial and other consultants in order to determine that the proposed acquisition transactions are in the best interest of Energy Services’ stockholders and that the consideration to be paid to stockholders of ST Pipeline and C.J. Hughes is reasonable. In addition, Energy Services engaged an individual with business and financial experience to assist with the financial due diligence and analysis. These consultants are reimbursed reasonable out-of-pocket expenses. Energy Services did not obtain a fairness opinion prior to reaching its decision to enter into the Merger Agreement with ST Pipeline or the Merger Agreement with C.J. Hughes. Energy Services subsequently obtained an opinion of Legacy Capital Fund, Inc. that the combined acquisition of ST Pipeline and C.J. Hughes are expected to have a fair market value equal to at least 80% of Energy Services net assets at the time of the acquisitions. The opinion also states that, as of the date it was given and based upon and subject to the assumptions, factors, qualifications and limitations set forth in therein, the aggregate consideration to be paid by Energy Services in the acquisitions is fair, from a financial point of view, to our stockholders who are unaffiliated with C.J. Hughes.

Interests of Energy Services’ Directors and Officers in the Acquisitions

When you consider the recommendation of Energy Services’ board of directors that you vote in favor of adoption of each of the acquisition proposals, you should keep in mind that certain of Energy Services’ officers and directors, and certain of their affiliates and associates, have interests in the acquisitions that are different from, or in addition to, your interest as a stockholder. These interests include, among other things:


	•	Energy Services’ officers and directors, together with their affiliates and associates, purchased a total of 2,150,000 shares of Energy Services common stock prior to Energy Services’ initial public offering, and Energy Services’ Chairman and Chief Executive Officer purchased 325,000 initial public offering shares as part of units purchased in the


		initial public offering. These shares, without taking into account any discount that may be associated with certain restrictions on these shares, collectively have a market value of approximately $14.5 million, based on Energy Services’ share price of $5.85 as of March 31, 2008. The 2,150,000 shares acquired prior to Energy Services’ initial public offering by these individuals cannot be sold until the first anniversary of the acquisitions, during which time the value of the shares may increase or decrease; however, since such shares were acquired for $0.01 per share, the holders are likely to benefit from the acquisitions, notwithstanding any decrease in the market price of the shares. Following completion of the acquisitions, Energy Services’ officers and directors, together with their affiliates, will own 3,500,434 shares of Energy Services common stock, or 25.5% of the outstanding shares, assuming no redemptions of shares.

	•	Energy Services’ officers and directors, together with their affiliates and associates, own a total of 3,726,923 of Energy Services’ warrants. These warrants, without taking into account any discount that may be associated with the restrictions on the transfer of such warrants, collectively have a market value of $3.1 million, based on Energy Services’ warrant price of $0.83 as of March 31, 2008. The warrants held by Energy Services’ officers and directors and their affiliates and associates (as well as all other warrants) will expire and become worthless if each of the acquisitions is not approved and Energy Services fails to complete a transaction by September 6, 2008, pursuant to Energy Services’ certificate of incorporation.

	•	If the acquisitions are not approved and Energy Services fails to complete a transaction within the time allotted pursuant to its certificate of incorporation and Energy Services is therefore required to liquidate, the shares of common stock beneficially owned by Energy Services’ officers and directors and their affiliates and associates that were acquired prior to Energy Services’ initial public offering may be worthless because no portion of the net proceeds of Energy Services’ initial public offering that may be distributed upon liquidation of Energy Services will be allocated to such shares.

	•	After the completion of the acquisitions, Marshall T. Reynolds will continue to serve as Energy Services’ Chief Executive Officer and as Chairman of Energy Services’ board of directors and Jack M. Reynolds will continue to serve as Energy Services’ President. It is expected that the current directors will continue to serve on Energy Services’ board of directors. Such individuals will, following the acquisitions, be compensated in such manner, and in such amounts, as determined by the independent members of Energy Services’ board of directors. At present, there have been no agreements entered into, or discussions regarding, the terms of employment with Energy Services’ officers. It is contemplated that if the acquisitions are approved, the compensation and other terms of employment of Energy Services’ officers will be determined by a compensation committee, which has not yet been established and will be commensurate with the compensation packages of comparable level executives at similarly situated companies in the energy services industry. Our executive officers and directors have agreed not to receive any compensation until a recommendation has been made by such committee and approved by the board. Because Energy Services has made a determination to postpone such discussions until after the closing of the transactions and the formation of the compensation committee, you will not have information you may deem material to your decision on whether or not to vote in favor of the acquisitions.


	•	C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, Mr. Scaggs is a director of C.J. Hughes and Edsel R. Burns, one of our directors, is the president, director and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes which may be different from their interests as shareholders and directors of Energy Services. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns will receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock, in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns will receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition. See “Proposal II-Approval of the C.J. Hughes Acquisition-Potential Negative Factors--Interests of Energy Services management, directors and affiliates.”

Set forth below is a table showing the current ownership of our initial shareholders in Energy Services common stock, the merger consideration they will receive as a result of the C.J. Hughes Acquisition and their pro forma common stock ownership.


	Current ownership Energy Services Stock					To be received from C.J. Hughes Acquisition								Pro Forma Energy Services Ownership

	Shares		Percent			Total Value		Cash		Stock		Shares of Stock		Shares			Percent


Marshall T. Reynolds		862,500		8.02	%	$	3,320,691	$	1,660,345	$	1,660,345		289,561		1,152,061			8.40	%
Jack Reynolds		430,000		4.00	%	$	—	$	—	$	—		—		430,000			3.14	%
Edsel R. Burns		537,500		5.00	%	$	1,679,953	$	839,977	$	839,977		146,491		683,991			4.99	%
Neal W. Scaggs		107,500		1.00	%	$	1,679,953	$	839,977	$	839,977		146,491		253,991			1.85	%
Joseph L. Williams		107,500		1.00	%	$	—	$	—	$	—		—		107,500			0.78	%
Douglas V. Reynolds		430,000		4.00	%	$	5,079,076	$	2,539,538	$	2,539,538		442,891		872,891			6.36	%


Total		2,475,000		23.02	%										3,500,434	⁽¹⁾		25.5	%⁽¹⁾



(1)	Assumes that 13,714,772 shares of Energy Services’ common stock are outstanding after the C.J. Hughes Acquisition and that no shares are subject to redemption.

Other than as set forth above, the initial shareholders and affiliates will not receive any other payments or distributions from C.J. Hughes in connection with the acquisition. Furthermore, the $6.0 million note held by Marshall T. Reynolds and payable by C.J. Hughes will not be repaid from the proceeds of the purchase price and will remain outstanding.

United States Federal Income Tax Consequences of the Acquisitions

The U.S. federal income tax consequences of the acquisition of each of ST Pipeline and C.J. Hughes are discussed in the section entitled “Proposal I-Approval of the ST Pipeline Acquisition-United States Federal Income Tax Consequences of the Acquisition” and “Proposal II-Approval of the C.J. Hughes Acquisition-United States Federal Income Tax Consequences of the Acquisition.”

Regulatory Matters

The acquisitions and the transactions contemplated by each of the Merger Agreements are not subject to any federal, state or provincial regulatory requirement or approval, except for the filing and delivery of this Proxy Statement in connection with the special meeting of stockholders of Energy Services under the Securities Exchange Act of 1934, as amended, and compliance under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended.

Listing of Securities

Energy Services’ common stock, warrants to purchase common stock and units consisting of one share of common stock and two warrants to purchase common stock are listed on the American Stock Exchange under the symbols “ESA,” “ESA-WT” and “ESA-U,” respectively.

Risk Factors

In evaluating the acquisition proposals, the name change amendment and the Article V amendment, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

SELECTED HISTORICAL FINANCIAL INFORMATION

The following financial information is provided to assist you in your analysis of the financial aspects of each acquisition. Energy Services’ historical information is derived from its audited financial statements as of and for the year ended September 30, 2007, and its unaudited condensed financial statements as of and for the six-month period ended March 31, 2008 included in this proxy statement. ST Pipeline’s historical information is derived from its audited financial statements as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005 and its unaudited condensed financial statements as of and for the three-month period ended March 31, 2008 included in this proxy statement. ST Pipeline’s financial information as of December 31, 2005, 2004 and 2003 and for the years ended December 31, 2004 and 2003 was derived from its unaudited financial statements not included in this proxy statement. C.J. Hughes’ financial information is derived from its audited financial statements as of December 31, 2007 and 2006 and for the years ended December 31, 2007, 2006 and 2005 and its unaudited condensed financial statements as of and for the three-month period ended March 31, 2008 included in this proxy statement. Financial information for C.J. Hughes as of December 31, 2005, 2004 and 2003 and for the years ended December 31, 2004 and 2003 are derived from its audited financial statements not included in this proxy statement.

The information is only a summary and should be read in conjunction with the financial statements of each of Energy Services, ST Pipeline and C.J. Hughes and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for each of Energy Services, ST Pipeline and C.J. Hughes contained elsewhere herein. The historical results included below and elsewhere in this document are not indicative of the future performance of ST Pipeline, C.J. Hughes or Energy Services.

Energy Services Acquisition Corp.
(a development stage company)


	Six months ended March 31,						Year ended September 30,			For the period from March 31, 2006 (inception) until September 30,

	2008			2007			2007			2006			2007

Statement of Operations Data:
Loss from operations before taxes	$	(199,019	)	$	(149,711	)	$	(385,773	)	$	(48,754	)	$	(434,527	)

Net Income	$	539,566		$	716,792		$	1,381,062		$	87,420		$	1,468,482

Weighted average shares outstanding - basic		10,750,000			10,750,000			10,750,000			3,607,609
Weighted average shares outstanding – diluted		13,255,519			12,271,333			12,688,930			3,607,609

Net income per share- basic	$	0.05		$	0.07		$	0.13		$	0.02

Net income per share- diluted	$	0.04		$	0.06		$	0.11		$	0.02


	At March 31, 2008		At September 30, 2007		At September 30, 2006

Balance Sheet Data:

Total assets	$	51,989,254	$	51,526,659	$	50,258,554
Total liabilities	$	1,272,593	$	1,349,564	$	1,447,540

Common stock subject to possible redemption for cash inclusive of deferred interest income		10,245,048		10,143,000		9,988,200

Total stockholders’ equity		40,471,613		40,034,095		38,822,814

ST PIPELINE SELECTED FINANCIAL INFORMATION


	Three Months Ended March 31,				For the Year Ended December 31,

	2008		2007		2007		2006		2005		2004		2003
	(Dollars In Thousands)
Statement of Operations Data:
Net sales	$	14,495	$	17,944	$	100,385	$	49,772	$	22,936	$	13,826	$	15,357
Operating income		2,810		4,130		27,890		3,353		1,418		1,193		(319	)
Net income		3,026		4,065		27,945		3,337		1,651		1,178		(216	)

Unaudited pro forma information⁽¹⁾:
Pro forma income tax expense	$	1,210	$	1,626	$	11,178	$	1,335	$	660
Pro forma net income after taxes		1,815		2,439		16,767		2,002		990


	At March 31, 2008				At December 31,

	Historical		Pro Forma⁽²⁾		2007		2006		2005		2004		2003

	(Dollars In Thousands)
Balance Sheet Data:
Total assets	$	22,695	$	18,945	$	33,413	$	11,138	$	10,138	$	3,912	$	4,911
Total liabilities		3,056		10,183		9,685		6,283		5,691		1,044		2,561
Total stockholders’ equity		19,639		8,762		23,728		4,855		4,447		2,868		2,350

C.J. HUGHES SELECTED FINANCIAL INFORMATION


	Three Months Ended March 31,					For the Year Ended December 31,

	2008		2007			2007		2006			2005		2004			2003
	(Dollars In Thousands)
Statement of Operations Data:
Net sales	$	21,736	$	7,100		$	75,305	$	31,605		$	29,369	$	17,605		$	17,845
Operating income		799		(387	)		3,991		452			2,174		(257	)		168
Net income		535		(548	)		2,771		(58	)		1,865		(344	)		173

Unaudited pro forma information⁽¹⁾:
Pro forma income tax expense	$	214	$	(219	)	$	1,191	$	(15	)	$	763
Pro forma net income (loss) after taxes		321		(329	)		1,580		(42	)		1,102


	At March 31, 2008				At December 31,

	Historical		Pro Forma⁽³⁾		2007		2006		2005		2004		2003

	(Dollars In Thousands)
Balance Sheet Data:
Total assets	$	33,839	$	32,554	$	27,248	$	14,413	$	9,823	$	7,662	$	7,997
Total liabilities		27,904		28,386		21,854		11,720		2,785		5,697		5,492
Total stockholders’ equity		5,935		4,168	$	5,394	$	2,624	$	7,038	$	1,965	$	2,505


(1)	C.J. Hughes and ST Pipeline are S-Corporations for income tax purposes, and therefore there is no provision for income taxes, except for income taxes attributable to a variable interest entity consolidated into C.J. Hughes. If ST Pipeline and C.J. Hughes had filed as C Corporations for income tax purposes, income taxes at an estimated 40% combined rate and net income after taxes would have been as presented above.

(2)	In accordance with the terms of the merger agreement, ST Pipeline will distribute prior to closing $10.9 million representing a portion of 2007 and 2008 earnings. Using the assumptions in the pro forma financial statements at March 31, 2008 payment would have been in the form of $3.7 million in cash and $7.1 million in the form of a note payable.

(3)	In accordance with the terms of the merger agreement, C.J. Hughes will distribute prior to closing $1.8 million representing a portion of 2007 and 2008 earnings.

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial statements included elsewhere in this proxy statement.

The unaudited pro forma condensed consolidated balance sheet information combines the historical unaudited balance sheets of Energy Services, ST Pipeline and C.J. Hughes as of March 31, 2008, giving effect to the transactions described in each of the Merger Agreements as if they had occurred on March 31, 2008.

The unaudited pro forma condensed consolidated statements of income combine (i) the historical statement of income of Energy Services for the year ended September 30, 2007 and the statements of income for each of ST Pipeline and C.J. Hughes for the year ended December 31, 2007 and (ii) the historical statements of income of Energy Services, ST Pipeline and C.J. Hughes for the six months ended March 31, 2008, giving effect to the transactions as described in the Merger Agreements as if they had occurred at the beginning of the respective periods.

The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma income statements, have a recurring impact.

The purchase price allocation has not been finalized and is subject to change based upon recording of actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangible and intangible assets of the acquired ST Pipeline and C.J. Hughes businesses.

The unaudited pro forma condensed consolidated balance sheet information at March 31, 2008, and unaudited pro forma condensed consolidated statement of income information for the six months ended March 31, 2008 and the year ended September 30, 2007 have been prepared, using two different levels of approval of the transaction by the Energy Services stockholders, as follows:


	•	Assuming No Redemption: This presentation assumes that none of the Energy Services stockholders exercise their redemption rights; and

	•	Assuming Maximum Redemption: This presentation assumes that 19.9% of the Energy Services stockholders exercise their redemption rights.

Energy Services is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

Energy Services Acquisition Corp.
Unaudited Pro Forma Condensed Consolidated Balance Sheet Information


March 31, 2008	No Redemption		Full Redemption


Total Assets	$	111,007,752	$	100,762,704
Long Term Debt	$	15,639,659	$	15,639,659
Total Stockholders’ equity	$	67,716,661	$	57,471,613
Book value per share⁽¹⁾	$	4.94	$	4.79
Shares outstanding		13,714,771		11,995,631



(1)	At March 31, 2008 the historical book value per share was $4.72 with no redemption and $4.48 with full redemption.

Energy Services Acquisition Corp.
Unaudited Pro Forma Condensed Consolidated Statement of Income Information


	No Redemption				Full Redemption


	Year ended September 30, 2007		Six months ended March 31, 2008		Year ended September 30, 2007		Six months ended March 31, 2008

Net Sales	$	175,690,332	$	95,490,132	$	175,690,332	$	95,490,132
Operating income		30,079,037		16,955,958		30,079,037		16,955,958
Net Income	$	17,681,493	$	10,139,627	$	17,366,427	$	10,009,136

Earnings per share:
Basic	$	1.29	$	0.74	$	1.45	$	0.83
Diluted	$	1.13	$	0.63	$	1.25	$	0.69

Weighted-average number of shares outstanding:
Basic		13,714,771		13,714,771		11,995,631		11,995,631
Diluted		15,653,701		16,220,290		13,934,561		14,501,150

MARKET PRICE OF SECURITIES AND DIVIDENDS

Energy Services’ common stock, warrants and units are currently quoted on the American Stock Exchange under the symbols “ESA” “ESA-WT” and “ESA-U,” respectively. On January 23, 2008, the last day for which information was available prior to the date of the public announcement of the signing of the ST Pipeline Merger Agreement, the last quoted sale prices of our common stock, warrants and units were $5.69, $0.71 and $7.02, respectively. On February 21, 2008, the last day for which information was available prior to the date of the public announcement of the signing of the C.J. Hughes Merger Agreement, the last quoted sales price of our common stock, warrants and units were $5.68, $0.60 and $6.65, respectively. Each unit of Energy Services consists of one share of Energy Services common stock and two redeemable common stock purchase warrants. Energy Services warrants became separable from the Energy Services common stock on or about October 3, 2006.

The following table sets forth, for the calendar quarter indicated, the quarterly high and low trade information of Energy Services’ common stock, warrants and units as reported on the American Stock Exchange.


	Common Stock				Warrants				Units

	High		Low		High		Low		High		Low

Fiscal 2008
First Quarter ended December 31, 2007	$	5.85	$	5.60	$	0.68	$	0.58	$	6.92	$	6.57
Second Quarter ended March 31, 2008		5.90		5.55		0.92		0.20		7.46		6.15
Third Quarter through June 6, 2008		5.90		5.75		0.89		0.35		7.45		6.70

Fiscal 2007
First Quarter ended December 31, 2006	$	5.40	$	5.25	$	0.55	$	0.27	$	6.35	$	5.75
Second Quarter ended March 31, 2007		5.85		5.35		0.71		0.44		6.75		6.17
Third Quarter ended June 30, 2007		5.93		5.50		0.93		0.56		7.46		6.45
Fourth Quarter ended September 30, 2007		5.80		5.54		0.91		0.57		7.34		6.00

Fiscal 2006
Fourth Quarter ended September 30, 2006		—		—		—		—		6.00		5.75

Each warrant entitles the holder to purchase from Energy Services one share of common stock at an exercise price of $5.00, commencing the later of the completion of the acquisitions or August 29, 2007. The Energy Services warrants will expire at 5:00 p.m., eastern time, on August 29, 2011, or earlier upon redemption. Prior to August 29, 2006, there was no established public trading market for our common stock.

Energy Services does not currently have any authorized or outstanding equity compensation plans.

Holders of Common Equity

As of June 6, 2008, there were seven holders of record of our common stock.

Dividends

Energy Services has not paid any dividends on its common stock to date and does not intend to pay dividends prior to the completion of the acquisitions. Upon completion of the acquisitions, future dividend policies will be determined by Energy Services’ board of directors, based on Energy Services’ earnings, financial condition, capital requirements and other then existing conditions. It is anticipated that cash dividends will not be paid to the holders of Energy Services’ common stock in the foreseeable future.

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or instruct your vote to be cast to adopt each of the acquisition proposals. As Energy Services’ operations will consist of ST Pipeline’s and C.J. Hughes’ assets upon completion of the acquisitions, the risk factors relating to the business and operations of ST Pipeline and C.J. Hughes also apply to Energy Services as the successor to ST Pipeline’s and C.J. Hughes’ businesses.

Risks Associated with the Acquisitions

If the acquisitions’ benefits do not meet the expectations of the marketplace, or financial or industry analysts, the market price of Energy Services’ common stock may decline.

The market price of Energy Services’ common stock may decline as a result of the acquisitions if ST Pipeline or C.J. Hughes do not perform as expected, or Energy Services does not otherwise achieve the perceived benefits of the acquisitions as rapidly as, or to the extent anticipated by, the marketplace, or financial or industry analysts. Accordingly, investors may experience a loss as a result of a decreasing stock price and Energy Services may not be able to raise future capital, if necessary, in the equity markets.

Energy Services’ directors may have certain conflicts in determining to recommend the acquisition proposals since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

Members of Energy Services’ board of directors have interests in the completion of the acquisitions that are different from, or in addition to, your interests as a stockholder, including the fact that the shares of common stock owned by them, or their affiliates and associates, that were acquired prior to the initial public offering would become worthless if the acquisitions are not approved and Energy Services otherwise fails to complete a business combination prior to its liquidation date. Such shares, as of March 31, 2008, without taking into account any discount that may be associated with certain restrictions on these shares, had a market value of approximately $14.5 million. Similarly, the warrants owned by such directors, affiliates and associates to purchase 3,726,923 shares of common stock would expire and become worthless. Moreover, if the acquisitions are approved, it is expected that Energy Services’ officers and directors will continue in their respective roles and be compensated in such manner, and in such amounts, as Energy Services’ board of directors may determine to be appropriate. You should take these potential conflicts into account when considering the recommendation of Energy Services’ board of directors to vote in favor of the acquisition proposals.

C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal W. Scaggs, a director, are shareholders of C.J. Hughes, Mr. Scaggs is a director of C.J. Hughes and Edsel R. Burns of Energy Services, a director is the president, director and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes which may be different from their interests as shareholders and directors of Energy Services. In addition, one of our initial shareholders, Douglas V. Reynolds, is the Chairman of the Board of C.J. Hughes. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns would receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock, in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns would receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. Following the completion

of the acquisitions, our directors and officers, together with their affiliates, will own 3,500,434 shares of common stock, or 25.5% of our outstanding common stock, assuming no redemption of shares. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition.

The Company will have significant goodwill as a result of the ST Pipeline and C.J. Hughes Acquisitions.

The aggregate purchase price of the ST Pipeline and C.J. Hughes transactions totals $53.2 million. Total goodwill to be recorded from the transactions is estimated at $37.3 million, or 33.6% and 37.0% of total assets, assuming no redemption and maximum redemption, respectively. The goodwill associated with the acquisition of C.J. Hughes, a related party, is $29.6 million. The goodwill is attributable to the enterprise value of the companies arising from the historical and projected earnings of the company, as well as its skilled and seasoned workforce, its management team and the industry and market in which it operates. Under SFAS Statement No 142, goodwill is not amortized but is evaluated at least annually for impairment. Impairment may result from, among other things, deterioration in the performance of the acquired companies, decrease in the value or significant change in the use of the companies’ assets, adverse market conditions, adverse changes in applicable laws or regulations, unanticipated competition, loss of key personnel and a variety of other circumstances. Any impairment losses are charged directly against earnings in the period realized and could have a material adverse effect on our consolidated financial results for that period.

The agreement to acquire C.J. Hughes was not the product of arm’s-length negotiations

The agreement to acquire C.J. Hughes resulted from discussions conducted by Marshall T. Reynolds, Energy Services’ Chairman of the Board, Chief Executive Officer and Secretary, who is a shareholder of C.J. Hughes. In addition, Neal Scaggs, Edsel R. Burns and Douglas V. Reynolds are officers, directors or affiliates of each of C.J. Hughes and Energy Services. These relationships resulted in the negotiation of an agreement that was not the product of arm’s-length negotiations. The failure to have arm’s-length negotiations may have resulted in an agreement with less favorable terms for unaffiliated shareholders than could have otherwise been obtained.

We plan to issue shares of Energy Services common stock to complete the acquisition of C.J. Hughes, which will dilute the equity interest of our stockholders.

Our Certificate of Incorporation, as previously amended, authorizes the issuance of up to 50 million shares of common stock and 1.0 million shares of preferred stock. We currently have 10,750,000 outstanding shares of common stock and 21,626,923 authorized but unissued shares of our common stock reserved for issuance upon full exercise of our outstanding warrants and the issuance of shares to Ferris, Baker Watts, Incorporated. The remaining 17,623,077 shares of our authorized common stock and all of the 1.0 million authorized shares of preferred stock are now available for issuance.

As set forth in the C.J. Hughes Merger Agreement, we will, at the closing of the C.J. Hughes acquisition, issue a total of 2,964,772 shares of our common stock. The issuance of such shares at the closing will dilute the equity interest of our stockholders on a pro rata basis.

If our initial stockholders exercise their registration rights, such exercise may have an adverse effect on the market price of our common stock.

Our initial stockholders are entitled to demand, under certain circumstances, that we register the resale of their 2,150,000 shares of common stock and the 3,076,923 shares of common stock issuable

upon exercise of the warrants they now hold so that they may resell such shares in the public market. In addition, we have agreed to register, under certain circumstances, 450,000 shares of common stock and an additional 900,000 shares of common stock issuable upon exercise of warrants which are now subject to a purchase option held by Ferris, Baker Watts, Incorporated, the managing underwriter for our initial public offering. If our initial stockholders and Ferris, Baker Watts, Incorporated exercise their registration rights with respect to all of their shares of common stock (including the warrant shares), those additional 6,576,923 shares of common stock will be eligible for trading in the public market. If we complete the acquisition of C.J. Hughes, we will grant registration rights to those stockholders with respect to the 2,964,772 Energy Services shares which we will then issue to them.

As described in the previous paragraph, there are a total of 9,541,695 shares that are or will, upon the closing of the ST Pipeline and C.J. Hughes acquisitions, be subject to registration rights which are now held by or are issuable to our initial stockholders, Ferris, Baker Watts, Incorporated and the C.J. Hughes stockholders. These 9,541,695 shares represent 88.76% of the 10,750,000 shares of common stock which we had outstanding on the record date for the special meeting. The presence of these additional numbers of outstanding or issuable shares of common stock eligible for trading in the public market may have an adverse effect on the market price of Energy Services common stock.

Each of ST Pipeline and C.J. Hughes will be dependent upon key management executives whose loss may adversely impact Energy Services’ business.

Each of ST Pipeline and C.J. Hughes depends on the expertise, experience and continued services of their management. The loss of management, or an inability to attract or retain other key individuals following the acquisitions, could materially adversely affect Energy Services. Energy Services will seek to compensate management, as well as other employees, through competitive salaries, bonuses and other incentive plans, but there can be no assurance that these programs will allow Energy Services to retain key management executives or hire new key employees.

Each of ST Pipeline and C.J. Hughes’ operations may not be able to generate sufficient cash flows to meet Energy Services’ debt service obligations.

Energy Service’s ability to make payments on indebtedness it will assume in connection with the C.J. Hughes acquisition will depend on its ability to generate cash from ST Pipeline’s and C.J. Hughes’ operations. These businesses may not generate sufficient cash flow from operations to enable it to repay this indebtedness and to fund other liquidity needs, including capital expenditure requirements. The indebtedness to be incurred by Energy Services’ under the credit facility will bear interest at variable rates, and therefore if interest rates increase, Energy Services’ debt service requirements will increase. In such case, Energy Services may need to refinance or restructure all or a portion of its indebtedness on or before maturity. Energy Services may not be able to refinance any of its indebtedness, including the new credit facility, on commercially reasonable terms, or at all. Following the acquisition, Energy Services’ expected debt service obligation is initially estimated to be approximately $225,000 in interest payments per annum, which amount will be reduced each year in accordance with scheduled debt amortization payments, if made. In addition, debt service requirements will also include scheduled quarterly principal payments starting at $250,000 during each year of the facility. If Energy Services cannot service or refinance its indebtedness, it may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, any of which could have a material adverse effect on ST Pipeline and C.J. Hughes’ operations and financial condition.

Servicing debt could limit funds available for other purposes.

Following the acquisition, Energy Services will use cash from the operations of ST Pipeline and

C.J. Hughes to pay the principal and interest on its consolidated debt. These payments limit funds available for other purposes, including expansion of Energy Services’ operations through acquisitions, funding future capital expenditures and the payment of dividends.

Energy Services’ working capital will be reduced if Energy Services stockholders exercise their right to redeem their shares for cash. This would reduce Energy Services’ cash reserve after the acquisition.

As provided in Energy Services’ certificate of incorporation, holders of initial public offering shares may, if the stockholder votes against the acquisition proposals, demand that Energy Services redeem their shares for cash. Energy Services will not consummate the acquisition if holders of 1,720,000 or more initial public offering shares, representing 20% or more of the total number of initial public offering shares, exercise their redemption rights. To the extent the acquisitions are consummated and holders have demanded to redeem their shares, there will be a corresponding reduction in the amount of funds available to Energy Services following the acquisitions. Based on the amount of cash held in the trust account at March 31, 2008, assuming the acquisition proposals are adopted, the maximum amount of funds that could be disbursed to stockholders upon the exercise of the redemption rights is approximately $10,245,000, or approximately 20% of the funds then held in the trust account. Any payment upon exercise of redemption rights will reduce Energy Services’ cash after the acquisitions, which will reduce working capital available for our businesses.

Future acquisitions of businesses by Energy Services would subject Energy Services to additional business, operating and industry risks, the impact of which cannot presently be evaluated, and could adversely impact Energy Services’ capital structure.

Energy Services intends to pursue other acquisition opportunities following the closing of the ST Pipeline and C.J. Hughes acquisitions in an effort to diversify its investments and/or grow our business lines. Any business acquired by Energy Services may cause it to be affected by numerous risks inherent in the acquired business’ operations. If Energy Services acquires a business in an industry characterized by a high level of risk, it may be affected by the currently unascertainable risks of that industry. Although Energy Services’ management will endeavor to evaluate the risks inherent in a particular industry or target business, Energy Services cannot assure you that it will be able to properly ascertain or assess all of the significant risk factors.

In addition, the financing of any acquisition completed by Energy Services after the ST Pipeline and C.J. Hughes acquisitions could adversely impact Energy Services’ capital structure as any such financing would likely include the issuance of additional equity securities and/or the borrowing of additional funds. The issuance of additional equity securities may significantly reduce the equity interest of Energy Services’ stockholders and/or adversely affect prevailing market prices for Energy Services’ common stock. Increasing Energy Services’ indebtedness could increase the risk of a default that would entitle the holder to declare all of such indebtedness due and payable and/or to seize any collateral securing the indebtedness. In addition, default under one debt instrument could in turn permit lenders under other debt instruments to declare borrowings outstanding under those other instruments to be due and payable pursuant to cross default clauses. Accordingly, the financing of future acquisitions could adversely impact Energy Services’ capital structure and your equity interest in Energy Services.

Except as required by law or the rules of any securities exchange on which Energy Services’ securities might be listed at the time it seeks to consummate a subsequent acquisition, you will not be asked to vote on any such proposed acquisition and no redemption rights in connection with any such acquisition will exist.

If Energy Services fails to maintain effective systems for disclosure controls and internal controls over financing reporting as a result of the acquisitions assets, it may be unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner.

In assuming assets that are part of ongoing business operations, Energy Services will face the risk that deficiencies and weaknesses in internal controls over financial reporting may be identified during the transition phase to a business subject to the requirements of Section 404 of the Sarbanes-Oxley Act. Energy Services will be responsible for developing and establishing its own systems, processes and procedures to adequately and effectively monitor disclosure controls and internal controls over financial reporting. Energy Services believes that the cost involved to develop these systems will range from $250,000 to $400,000 and will take approximately 18 months to complete.

Section 404 of the Sarbanes-Oxley Act of 2002 will require Energy Services to document and test the effectiveness of its internal controls over financial reporting in accordance with an established internal control framework and to report on its conclusion as to the effectiveness of its internal controls. This requirement will be effective in the first year that Energy Services is considered to be an “accelerated filer” under SEC rules and regulations, if Energy Services is a “non-accelerated filer” this requirement will be effective for the fiscal year ended September 30, 2008. It will also require an independent registered public accounting firm to test Energy Services’ internal controls over financial reporting and report on the effectiveness of such controls. The auditor’s attestation report is required in the first year that Energy Services is an accelerated filer, or for the fiscal year ended September 30, 2009, if Energy Services is a non-accelerated filer. The Securities and Exchange Commission is currently considering a proposed amendment to its regulations that would defer the effective date of the auditor’s attestation by one additional year. It may cost Energy Services more than it expects to comply with these controls and procedure related requirements. If Energy Services discovers areas of its internal controls that need improvement, Energy Services cannot be certain that any remedial measures taken will ensure that it implements and maintains adequate internal controls over financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could harm Energy Services’ operating results or cause Energy Services to fail to meet its reporting obligations.

Risks Associated With ST Pipeline’s and C.J. Hughes’ Respective Businesses

ST Pipeline’s and C.J. Hughes’ respective businesses are substantially dependent on the level of capital expenditures in the oil and gas industry and lower capital expenditures will adversely affect ST Pipeline and C.J. Hughes results of operations.

The demand for ST Pipeline and C.J. Hughes services depends on the condition of the oil and gas industry and, in particular, on the capital expenditures of companies engaged in the production of oil and natural gas. Capital expenditures by these companies are primarily influenced by three factors:


	•	the oil and gas industry’s ability to economically justify placing discoveries of oil and gas reserves in production;

	•	the oil and gas industry’s need to clear all structures from the lease once the oil and gas reserves have been depleted; and

	•	weather events.

Historically, prices of oil and natural gas exploration, development and production have fluctuated substantially. A sustained period of substantially reduced capital expenditures by oil and gas companies will result in continued decreased demand for ST Pipeline’s and C.J. Hughes services, low margins, and possibly net losses.

ST Pipeline and C.J. Hughes each depends on significant customers.

ST Pipeline derives a significant amount of its revenues from a small number of customers. For example, sales to Equitrans represented approximately 92% of their consolidated revenue in 2007. The inability to perform services for a number of large existing customers, if not offset by contracts with new or other existing customers, could have a material adverse effect on ST Pipeline’s business and operations.

C.J. Hughes derives a significant amount of its revenues from a small number of customers. For example, sales to Hitachi of America represented approximately 30.2% of their consolidated revenue in 2007. The inability to perform services for a number of large existing customers, if not offset by contracts with new or other existing customers, could have a material adverse effect on C.J. Hughes’ business and operations.

If ST Pipeline or C.J. Hughes are unable to attract and retain skilled workers, their businesses will be adversely affected.

Each of ST Pipeline’s and C.J. Hughes’ operations depend substantially upon the ability to retain and attract project managers, project engineers and skilled construction workers such as welders, electricians, pipefitters, and equipment operators. The demand for skilled workers in the gas pipeline construction replacement and repair industry is currently high, and the supply is limited. As a result of the cyclical nature of the oil and gas industry as well as the physically demanding nature of the work, skilled workers may choose to pursue employment in other fields. A significant increase in the wages paid or benefits offered by competing employers could result in a reduction in the skilled labor force, increases in employee costs, or both. If either of these events occurs, ST Pipeline’s and/or C.J. Hughes operations and results could be materially adversely affected.

The gas pipeline construction industry is highly competitive.

Contracts for ST Pipeline’s services are generally awarded on a competitive bid basis, and price is a primary factor in determining who is awarded the project. Customers also consider availability and capability of equipment, reputation, experience, and the safety record of the contender in awarding jobs. During industry down cycles in particular, ST Pipeline may have to accept lower rates for its services or increased contractual liabilities which could result in lower profits or even losses.

Contracts for C.J. Hughes’ services are generally awarded on a competitive bid basis, and price is a primary factor in determining who is awarded the project. Customers also consider availability and capability of equipment, reputation, experience, and the safety record of the contender in awarding jobs. During industry down cycles in particular, C.J. Hughes may have to accept lower rates for its services or increased contractual liabilities which could result in lower profits or even losses.

Key management may leave us.

Our business strategy in acquiring ST Pipeline is dependent upon the skills and knowledge of James E. Shafer. Mr. Shafer will be responsible for the day-to-day operations of ST Pipeline’s business. We believe that the special knowledge of Mr. Shafer gives us a competitive advantage. If Mr. Shafer leaves, we may be unable to hire a suitable replacement to operate ST Pipeline’s business. Although Mr. Shafer has entered into an employment agreement with Energy Services, there is no assurance that he will remain with us.

Compliance with environmental and other governmental regulations could be costly and could negatively impact ST Pipeline’s and C.J. Hughes’ operations.

ST Pipeline and C.J. Hughes operations are subject to and affected by various types of governmental regulations, including many federal, state and local environmental protection laws and regulations. These laws and regulations are becoming increasingly complex and stringent, and compliance may become increasingly difficult and expensive. We may be subject to significant fines and penalties for non-compliance, and some environmental laws impose joint and several “strict liability” for releases of oil and hazardous substances, regardless of whether ST Pipeline or C.J. Hughes was negligent or at fault. These laws and regulations may expose ST Pipeline or C.J. Hughes to liability for the conduct of or conditions caused by others or for our acts that complied with all applicable laws at the time ST Pipeline and C.J. Hughes performed the acts.

ST Pipeline and C.J. Hughes each operates in a highly competitive, fragmented industry in which price competition is intense.

ST Pipeline and C.J. Hughes each encounters substantial competition from other contractors, many of which are larger and better financed. ST Pipeline’s and C.J. Hughes’ primary market areas are highly fragmented and competitive. ST Pipeline and C.J. Hughes’ contracts are usually awarded on the basis of competitive bids. Pricing and availability are the primary factors potential customers consider in determining which contractor to select.

There can be no assurance that either ST Pipeline or C.J. Hughes will be able to compete effectively with other companies in its same market.

Risks Related to Our Future Combined Operations

Energy Services does not have operations, and neither ST Pipeline nor C.J. Hughes has operated as a public company. Fulfilling our obligations incident to being a public company after the acquisitions will be expensive and time consuming.

Both we, as a company without business operations, and each of ST Pipeline and C.J. Hughes, as private companies, have maintained relatively small finance and accounting staffs. Upon the completion of the acquisitions, we will have to increase the level of expertise of our financial reporting staff to include persons with expertise in public company financial reporting. Helping them become familiar with the requirements of operating a public company under the federal securities laws could be expensive and time-consuming and lead to various regulatory issues that may adversely affect our operations, including significantly increasing our costs and reducing our net income, if any.

Energy Services, ST Pipeline and C.J. Hughes currently have no internal audit group. Although we have maintained disclosure controls and procedures and internal control over financial reporting as required under the federal securities laws with respect to our very limited activities, we have not been required to maintain and establish such disclosure controls and procedures and internal control as will be required with respect to businesses such as ST Pipeline and C.J. Hughes with substantial operations. As private companies, ST Pipeline and C.J. Hughes are not subject to the public company reporting requirements of the Sarbanes-Oxley Act of 2002, nor the reporting requirements of the Securities Exchange Act of 1934, and therefor their internal controls and procedures have not been established according to the standards established by the Public Company Accounting Oversight Board, or the PCAOB. Under the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, as well as the rules of the American Stock Exchange, we will need to implement additional corporate governance practices and adhere to a variety of reporting requirements and complex accounting rules, including the

standards established by the PCAOB. Compliance with these obligations will require significant management time, place significant additional demands on our finance and accounting staff and on our financial, accounting and information systems, and increase our insurance, legal and financial compliance costs. We may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

Risks Associated with Energy Services’ Warrants

Energy Services may choose to redeem its outstanding warrants at a time that is disadvantageous to our warrant holders.

Subject to there being a current prospectus under the Securities Act of 1933 with respect to the shares of common stock issuable upon exercise of the warrants issued as a part of the units in Energy Services’ initial public offering, during the entire period between the notice of redemption and the actual redemption date, Energy Services may redeem the warrants at any time after the warrants become exercisable, in whole and not in part, at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption, if and only if, the last sales price of our common stock equals or exceeds $8.50 per share for any 20 trading days within a 30-trading-day period ending three business days before the notice of redemption is sent. Redemption of the warrants could force the warrant holders (i) to exercise the warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holders to do so, (ii) to sell the warrants at the then current market price when they might otherwise wish to hold the warrants, or (iii) to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

Although Energy Services is required to (and intends to) use its best efforts to have an effective registration statement covering the issuance of the shares underlying the warrants issued in its initial public offering at the time that the warrant holders exercise their warrants, Energy Services cannot guarantee that a registration statement will be effective, in which case the warrant holders may not be able to exercise their warrants.

Holders of the warrants issued in Energy Services’ initial public offering will be able to receive shares upon exercise of the warrants only if (i) a current registration statement under the Securities Act of 1933 relating to the shares of common stock underlying the warrants is then effective and (ii) such shares are qualified for sale or exempt from qualification under the applicable securities laws of the states in which the various holders of warrants reside. Although Energy Services has agreed in the warrant agreement, and therefore has a contractual obligation, to use its best efforts to maintain a current registration statement covering the shares underlying the warrants to the extent required by federal securities laws, and Energy Services intends to comply with such agreement, Energy Services cannot give assurance that it will be able to do so. In addition, some states may not permit Energy Services to register the shares issuable upon exercise of its warrants for sale. Since Energy Services has no obligation to net cash settle the warrants in the absence of an effective registration statement, the value of the warrants will be greatly reduced if a registration statement covering the shares issuable upon the exercise of the warrants is not kept current or if the securities are not qualified, or exempt from qualification, in the states in which the holders of warrants reside. Holders of warrants who reside in jurisdictions in which the shares underlying the warrants are not qualified and in which there is no exemption will be unable to exercise their warrants and would either have to sell their warrants in the open market or allow them to expire unexercised. If and when the warrants become redeemable by Energy Services, Energy Services may exercise its redemption right even if it is unable to qualify the underlying securities for sale under all applicable state securities laws. In light of the foregoing, the warrants may expire and become worthless and a purchaser of units may have paid the full unit purchase price solely for the share component of the units.

FORWARD-LOOKING STATEMENTS

Energy Services believes that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. Any information in this proxy statement regarding the contingent earn-out payments should also be considered forward-looking statements. You should read statements that contain these words carefully because they:


	•	discuss future expectations;

	•	contain information which could impact future results of operations or financial condition; or

	•	state other “forward-looking” information.

Energy Services believes it is important to communicate its expectations to the Energy Services stockholders. However, there may be events in the future that Energy Services is not able to accurately predict or over which Energy Services has little or no control. The following factors, among others, may cause actual results to differ materially from the expectations described by Energy Services in its forward-looking statements:


	•	continued compliance with government regulations;

	•	legislation or regulatory environments, requirements or changes affecting the businesses in which each of ST Pipeline and C.J. Hughes is engaged;

	•	industry trends, including factors affecting supply and demand of each of ST Pipeline and C.J. Hughes’ respective businesses;

	•	Each of ST Pipeline’s and C.J. Hughes’ customer base;

	•	labor and personnel relations;

	•	changing interpretations of Generally Accepted Accounting Principles;

	•	cost of materials and energy; and

	•	general economic conditions.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to Energy Services, ST Pipeline, C.J. Hughes or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Energy Services undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

Before you vote your proxy or instruct how your vote should be cast you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this document could have a material adverse effect on Energy Services, ST Pipeline or C.J. Hughes.

THE ENERGY SERVICES SPECIAL MEETING

General

Energy Services is furnishing this proxy statement to you as part of the solicitation of proxies by Energy Services’ board of directors for use at the special meeting of Energy Services’ stockholders to be held on July 17, 2008, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our stockholders on or about June 13, 2008, in connection with the vote on each of the acquisition proposals, the name change amendment proposal and the Article V amendment proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

Energy Services will hold the special meeting at 10:00 a.m., Eastern time, on July 17, 2008, at The Pullman Plaza Hotel, located at 1001 Third Avenue, Huntington, West Virginia, to vote on the adoption of each of the acquisition proposals, name change amendment proposal and the Article V amendment proposal.

Purpose of the Special Meeting


	At the special meeting, Energy Services is asking holders of Energy Services common stock to:

	•	adopt each of the acquisition proposals;

	•	adopt the name change amendment proposal;

	•	adopt the Article V amendment proposal; and

	•	adopt the adjournment proposal.

	Energy Services’ board of directors:

	•	unanimously recommend that Energy Services common stockholders vote “FOR” each of the acquisition proposals;

	•	unanimously recommend that Energy Services common stockholders vote “FOR” the name change amendment proposal;

	•	unanimously recommend that Energy Services common stockholders vote “FOR” the Article V amendment proposal; and

	•	unanimously recommend that Energy Services common stockholders vote “FOR” the adjournment proposal.

	Adoption by Energy Services stockholders of each of the acquisition proposals is not conditioned

upon the adoption of the name change amendment proposal or the Article V amendment proposal. However, the adoption of the name change amendment proposal and the Article V amendment proposal are conditioned upon the adoption of the acquisition proposals. If the acquisition proposals are not approved, none of the other proposals will be presented at the meeting for adoption.

Record Date; Who is Entitled to Vote

The record date for the special meeting is June 6, 2008. Holders of record of Energy Services common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 10,750,000 outstanding shares of Energy Services common stock.

Each share of Energy Services common stock is entitled to one vote at the special meeting. Energy Services’ issued and outstanding warrants do not have voting rights and holders of Energy Services warrants will not be entitled to vote at the special meeting.

Energy Services’ officers and directors (as well as Douglas V. Reynolds, the son and brother of Marshall T. Reynolds and Jack Reynolds, respectively) have agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public offering, representing an aggregate of 20% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting with respect to the acquisition proposals. In addition, Energy Services’ Chairman and Chief Executive Officer intends to vote 325,000 shares of common stock that are part of the 325,000 units acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the outstanding initial public offering shares, “FOR” the adoption of each of the acquisition proposals. Energy Services’ officers and directors, including Energy Services’ Chairman and Chief Executive Officer and his son, intend to vote all of their shares of Energy Services common stock, representing an aggregate of 23% of the outstanding shares of Energy Services common stock, “FOR” each of the name change amendment proposal and the Article V amendment proposal. To date, only Mr. Marshall T. Reynolds owns initial public offering shares through his purchase of units in the initial public offering and in the aftermarket. None of the other officers and directors of Energy Services acquired units, or initial public offering shares, in the initial public offering or in the aftermarket.

Quorum

The presence, in person or by proxy, of a majority of all issued and outstanding shares of Energy Services’ common stock constitutes a quorum at the special meeting.

Abstentions and Broker Non-Votes

If your broker holds your shares in its name and you do not give the broker voting instructions, under the rules of the Financial Industry Regulatory Authority (FINRA, formerly the NASD), your broker may not vote your shares on the acquisition proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” A broker non-vote will count in determining that a quorum for the meeting has been reached.

An abstention or a broker non-vote will not be considered a vote cast at the meeting with respect to the acquisition proposals and will not have the effect of electing to exercise your redemption rights since a stockholder must vote against the acquisition proposals and affirmatively exercise their redemption rights in order to redeem their shares. Abstentions or broker non-votes have the same effect as a vote “against” the name change amendment proposal and the Article V amendment proposal.

Abstentions and broker non-votes will not have an effect on the vote on the adjournment proposal.

Voting Your Shares

Each share of Energy Services common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Energy Services common stock that you own as of the record date. No vote of the warrant holders is necessary to adopt the acquisition proposals, the name change amendment proposal or the Article V amendment proposal and Energy Services is not asking the warrant holders to vote on any of the foregoing proposals.

There are two ways to vote your shares of Energy Services common stock at the special meeting:


	•	You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Energy Services’ board “FOR” the adoption of each of the acquisition proposals, the name change amendment proposal and the Article V amendment proposal.

	•	You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

Vote Required to Adopt each of the Acquisition Proposals

The affirmative vote in favor of each of the acquisition proposals by a majority of the initial public offering shares that are cast at the meeting is required to adopt the acquisition proposals. Adoption of the acquisition proposals are not conditioned upon the adoption of the name change amendment proposal or the Article V amendment proposal. However, if the holders of 1,720,000 or more initial public offering shares, representing 20% or more of the total number of initial public offering shares, vote against the acquisitions and affirmatively demand redemption of their shares for their pro rata portion of the trust account, then, in accordance with Energy Services’ certificate of incorporation, the acquisitions will not be completed. See “Redemption Rights” below.

At the close of business on June 6, 2008, there were 10,750,000 shares of Energy Services common stock outstanding, 8,600,000 of which were issued in Energy Services’ initial public offering.

Energy Services’ officers and directors and Douglas V. Reynolds have agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public offering, representing an aggregate of 20% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting with respect to each of the acquisition proposals. In addition, Energy Services’ Chairman and Chief Executive Officer intends to vote the 325,000 shares of common stock that are part of the 325,000 units acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the outstanding initial public offering shares, “FOR” the adoption of the acquisition proposals.

Redemption Rights

As provided in Energy Services’ certificate of incorporation, holders of initial public offering shares may, if the stockholder votes against the acquisitions, demand that Energy Services redeem their shares for cash. This demand must be made on the proxy card at the same time that the stockholder votes against the acquisition proposals.

Stockholders who abstain from voting or who fail to instruct their broker how to vote may not exercise their redemption rights. To exercise your redemption rights, you must vote against each of the acquisition proposals and affirmatively elect to have your shares redeemed by checking the appropriate box, or directing your broker to check the appropriate box on the proxy card and ensure that the proxy card is delivered prior to the Energy Services special meeting. If so demanded, subject to the conditions described further below, Energy Services will redeem each share of common stock for a pro rata portion of the trust account in which $50,004,000 of the net proceeds of Energy Services’ initial public offering are held, plus interest earned thereon and net of withdrawals for operating expenses and taxes. Based on the amount of cash held in the trust account at March 31, 2008, you will be entitled to redeem each share of common stock that you hold for approximately $5.96. If you exercise your redemption rights, you will be exchanging your shares of Energy Services’ common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the acquisitions and then tender your stock certificate to Energy Services. If the acquisitions are not completed, then these shares will not be redeemed for cash.

Vote Required to Adopt the Name Change Amendment Proposal

Adoption of the name change amendment proposal requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock. Adoption of the name change amendment proposal is conditioned upon the adoption of each of the acquisition proposals, but is not conditioned upon adoption of the Article V amendment proposal.

Energy Services’ officers and directors (including shares held by the Chairman of the Board’s son) intend to vote their shares of Energy Services common stock, representing an aggregate of 23% of the outstanding shares of Energy Services common stock, “FOR” the name change amendment proposal.

Vote Required to Adopt the Article V Amendment Proposal

Adoption of the Article V amendment proposal requires the affirmative vote of a majority of the issued and outstanding shares of Energy Services’ common stock. Adoption of the Article V amendment proposal is conditioned upon the adoption of the acquisition proposals, but is not conditioned upon adoption of the name change amendment proposal.

Energy Services’ officers and directors (including shares held by the Chairman of the Board’s son) intend to vote their shares of Energy Services common stock, representing an aggregate of 23.0% of the outstanding shares of Energy Services common stock, “FOR” the Article V amendment proposal.

Vote Required to Adopt the Adjournment Proposal

Adoption of the adjournment proposal requires the affirmative vote of the votes cast in person or by proxy on the proposal. Energy Services’ officers and directors (including shares held by the Chairman of the Board’s son) intend to vote their shares of Energy Services common stock, representing an aggregate 23% of the outstanding shares of Energy Services common stock “FOR” the adjournment proposal.

Who Can Answer Your Questions About Voting Your Shares?

Should you have any questions about voting your shares you may contact Georgeson Inc. at (800) 280-7183 (for individual investors) or (212) 440-9800 (for banks and brokers) or Edsel R. Burns at (304) 522-3868.

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the adoption of the acquisition proposals, the name change amendment proposal and the Article V amendment proposal. Under Energy Services’ by-laws, other than procedural matters incident to the conduct of the meeting, no other matters may be considered at the special meeting, if they are not included in the notice of the meeting.

Representatives of Energy Services’ accountants are not expected to be present at the special meeting and, accordingly, will not make any statement or be available to respond to any questions.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:


	•	You may send another proxy card with a later date;

	•	You may notify Energy Services’ Chairman and Chief Executive Officer in writing before the special meeting that you have revoked your proxy; and

	•	You may attend the special meeting, revoke your proxy, and vote in person.

Solicitation Costs

Energy Services will bear all expenses incurred in connection with the solicitation of proxies. Energy Services will, upon request, reimburse brokerage firms and other nominee holders for their reasonable expenses incurred in forwarding the proxy solicitation materials to the beneficial owners of our shares. Our officers and directors may solicit proxies by mail, personal contact, letter, telephone, telegram, facsimile or other electronic means. They will not receive any additional compensation for those activities, but they may be reimbursed for their out-pocket-expenses. In addition, we have hired Georgeson Inc. to solicit proxies on our behalf. The cost of soliciting proxies on our behalf will be approximately $7,500 plus costs and expenses.

Energy Services Insider Stock Ownership

At the close of business on the record date, Marshall T. Reynolds, Jack M. Reynolds, Edsel R. Burns, Neal W. Scaggs and Joseph L. Williams, who together comprise all of Energy Services’ directors

and officers, together with their affiliates, and Douglas V. Reynolds, who is the son of Marshall T. Reynolds and brother of Jack M. Reynolds, beneficially owned and were entitled to vote 2,475,000 shares of Energy Services common stock, or 23% of the outstanding shares of Energy Services common stock. Such number does not include 3,726,923 shares of common stock issuable upon exercise of warrants purchased by Energy Services’ executive officers and directors of which 650,000 warrants were purchased by Marshall T. Reynolds as part of Mr. Reynolds’ purchase of 325,000 units in the initial public offering. The shares held by Energy Services’ management and affiliates, without taking into account any discount that may be associated with certain restrictions on these shares, have a market value of $14.5 million, based on Energy Services’ common stock price of $5.85 per share as of March 31, 2008. Other than the initial public offering shares held by Mr. Marshall T. Reynolds, which will participate in any liquidating distributions made from the trust account, Energy Services’ officers and directors will not receive any value associated with their share ownership in the event that a business combination is not consummated. The initial warrants, without taking into account any discount that may be associated with certain restrictions on the transfer of these warrants, collectively have a market value of $2.6 million, based on Energy Services’ warrant price of $0.83 per warrant as of March 31, 2008. The remaining 650,000 warrants owned by Mr. Marshall T. Reynolds were purchased as part of units in the initial public offering for $6.00 per unit, for an aggregate purchase price of $1,950,000. The warrants held by Energy Services’ officers and directors and their affiliates and associates (as well as all other warrants) will expire and become worthless if the acquisitions are not approved and Energy Services fails to consummate a business combination by September 6, 2008, pursuant to Energy Services’ certificate of incorporation. For information on beneficial ownership of Energy Services’ common stock by executive officers, directors and 5% stockholders, see “Security Ownership of Certain Beneficial Owners and Management.”

PROPOSAL I - APPROVAL OF THE ST PIPELINE ACQUISITION

The information in this proxy statement concerning the terms of the ST Pipeline acquisition is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A and incorporated by reference herein. All stockholders are urged to read the Merger Agreement in its entirety. All information contained in this proxy statement with respect to ST Pipeline has been supplied by ST Pipeline for inclusion herein and has not been independently verified by Energy Services.

General

As soon as possible after the conditions to completion of the ST Pipeline acquisition described below have been satisfied or waived, and unless the Merger Agreement has been terminated as discussed below, ST Pipeline and Energy Services Acquisition Sub I, Inc., a West Virginia subsidiary corporation of Energy Services, will merge in accordance with West Virginia law, with ST Pipeline surviving as a subsidiary of Energy Services.

The Parties

Energy Services Acquisition Corp. We are a blank check company organized under the laws of the State of Delaware on March 31, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business or businesses. To date, our efforts have been limited to organizational activities, activities related to our stock offering and activities to identify target businesses. Following our initial public offering, we had net proceeds of $49,740,613. At March 31, 2008, cash in our trust account totaled $51,250,866.

Energy Services Acquisition Sub I, Inc. Energy Services will form Energy Services Acquisition Sub I, Inc. solely for the purpose of merging with and into ST Pipeline.

ST Pipeline. ST Pipeline is a West Virginia chartered corporation engaged in the business of installing gas pipeline for oil and gas businesses. ST Pipeline’s two owners are James E. Shafer and Pauletta Sue Shafer. During the years ended December 31, 2007 and 2006, ST Pipeline had sales of $100,385,000 and $49,772,000 and net income of $27,945,000 and $3,337,000, respectively. During the three months ended March 31, 2008, ST Pipeline had sales of $14,495,000 and net income of $3,026,000.

Background of the ST Pipeline Acquisition

The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Energy Services and ST Pipeline. The following is a brief discussion of the background of these negotiations, the acquisition and related transactions.

Energy Services is a blank check company organized as a corporation under the laws of the State of Delaware on March 31, 2006. On September 6, 2006, Energy Services successfully completed its initial public offering and received net proceeds of approximately $50,004,000 (inclusive of $2.0 million from the private placement of warrants). Energy Services’ common stock, warrants to purchase common stock and units consisting of one share of common stock and two warrants to purchase common stock are listed on the American Stock Exchange under the symbols “ESA,” “ESA-WT” and “ESA-U,” respectively. All of the net proceeds of the initial public offering were placed in a trust account and will be released to Energy Services upon consummation of the acquisitions or upon the dissolution and liquidation of Energy Services in accordance with the Delaware General Corporation Law. Subsequent to its initial public offering, Energy Services’ officers and directors commenced an active search for a prospective business combination or combinations.

Following its initial public offering in September 2006, Energy Services’ officers and directors contacted various principals and intermediaries, such as investment banks and business brokers, as well as other industry contacts, in order to generate ideas for a suitable business combinations. Energy Services informed its business contacts that it had completed an initial public offering and was seeking to acquire an operating business or businesses in the energy services and related industries. In addition, Ferris, Baker Watts, Inc., the managing underwriter of Energy Services’ initial public offering, made referrals of businesses in the energy services sector that might constitute potential business targets. As knowledge of Energy Services’ interest in an acquisition spread through the energy services industry, Energy Services also began to receive unsolicited calls from various parties that included both principals and agents regarding specific opportunities.

Energy Services’ officers and directors reviewed the list of potential business targets, as well as leads from other sources, and selected for follow-up those businesses that they believed had the most potential as an acquisition. While no master list of the selected target businesses was maintained, potential business targets were considered until they were deemed either unsuitable or potentially too expensive. Specifically, Energy Services, on a preliminary basis, considered potential acquisitions involving 16 companies in the energy services area. These companies ranged from very small companies (with revenues under $10 million) providing a variety of construction services within the energy industry to large companies (with revenues of over $175 million) providing oil and gas drilling services and sales.

The review of most of these businesses was cursory and did not lead to a full due diligence investigation by Energy Services for a variety of reasons, including (i) Energy Services concluded that the management of the potential target did not possess the skills and experience to increase the target companies’ net income in a satisfactory or cost efficient manner, or (ii) Energy Services concluded that the target companies’ consideration requirements were unrealistic. Energy Services did preliminary due diligence (reviewed financial reports) on all of the companies that either contacted or were contacted. However, detailed due diligence was only performed on four of the potential targets.

Criteria for suitability included management’s assessment of the competitive strengths and weaknesses of the potential business targets, the outlook for the sectors in which the targets operated, the strength of the management team, and the quality of the assets to be acquired. Certain potential targets were considered unsuitable because they operated in sectors of the energy services industry that management believed did not have good economic potential.

Director Edsel R. Burns was acquainted with James E. Shafer and Paulette Sue Shafer, the owners of ST Pipeline. Knowing of the Shafers’ business in constructing and installing gas pipelines, Mr. Burns, with the consent of the Energy Services’ Board of Directors, met with the Shafers in December 2006 to inquire as to whether they had any interest in selling ST Pipeline. They indicated that they were unsure but were willing to have another meeting with Mr. Burns and Energy Services’ Chairman of the Board, Mr. Reynolds, to discuss the general parameters of a possible sale of ST Pipeline.

Over the next few months the Shafers met with Messrs. Reynolds and Burns. After a few meetings, they began to have a comfort level that a sale of ST Pipeline to Energy Services could be completed on favorable terms, subject to Energy Services’ completion of due diligence. On December 12, 2006, the parties entered into a mutual confidentiality agreement and agreed to exchange business and financial information. Messrs. Burns and Reynolds, with the assistance of Kirby Taylor, a long-standing business associate of Mr. Reynolds with extensive experience in evaluating industrial and service businesses, conducted a preliminary review of ST Pipeline’s business and operations. Based upon the due diligence review, Energy Services’ Board of Directors authorized Mr. Reynolds to express non-binding interest in purchasing ST Pipeline so long as the Shafers were willing to stay involved in the management of ST Pipeline following any acquisition. The Shafers indicated they were willing to continue their involvement in ST Pipeline following a sale. Consequently the parties agreed to proceed with more detailed due diligence review of ST Pipeline’s operations.

During the first and second quarters of 2007, Energy Services employed the services of Mr. Kirby Taylor to do a more detailed due diligence review of ST Pipeline. In July of 2007, the two parties reached an understanding of a potential price for ST Pipeline with the caveat of needing an audit of the ST Pipeline financial statements as of December 31, 2006 being completed. Since ST Pipeline had never previously been audited, gathering this information and performing the audit continued until late December of 2007. Based upon the finalization of the 2006 audit, and a review of unaudited September 30, 2007 financial information during late December and January, the parties proceeded to negotiate a definitive merger agreement.

After discussion, and taking into consideration the factors described under “—Factors Considered by the Energy Services Board in Approving the ST Pipeline Acquisition,” the Board of Directors determined that the proposed acquisition of ST Pipeline, together with the acquisition of C.J. Hughes, presented the best opportunity for enhancing stockholder value. Accordingly, the Board of Directors determined that the ST Pipeline transaction was advisable and in the best interests of Energy Services and its stockholders, and it unanimously approved the acquisition of ST Pipeline and the Merger Agreement which was entered into by Energy Services and ST Pipeline on January 22, 2008.

Factors Considered by the Energy Services Board in Approving the ST Pipeline Acquisition

industries. We also relied upon reviews and analyses of ST Pipeline performed by various professionals, including financial, accounting and other consultants, retained for such purpose.

Energy Services utilized the services of an outside consultant solely for the purpose of performing financial due diligence and identifying issues on behalf of management with respect to the business combination. The outside consultant was paid primarily based on the amount of time spent on the engagement and was reimbursed for reasonable out-of-pocket expenses.

Energy Services conducted a due diligence review of ST Pipeline that included a review of ST Pipeline’s existing business and a valuation analysis in order to enable Energy Services’ board of directors to ascertain the reasonableness of the amount to be paid for ST Pipeline. In its analysis of market conditions for ST Pipeline’s products, Energy Services considered the outlook for growth and decline within the various markets served by ST Pipeline. Energy Services’ board of directors did not seek a fairness opinion prior to entering into the ST Pipeline Merger Agreement because the board believed that collectively its members have as much, if not greater, experience in evaluating business opportunities than an investment bank. Accordingly, the board of directors determined that no additional benefit was to be derived from the considerable additional expense (anticipated to be in excess of $100,000) to obtain a fairness opinion.

Energy Services’ board of directors considered a wide variety of factors in connection with its evaluation of the acquisition. In light of the complexity of those factors, the Energy Services board did not consider it practical to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Energy Services board may have given different weight to different factors.

Energy Services’ board of directors considered the nature of ST Pipeline’s business and assets, the extent of the liabilities to be assumed and the factors below, in addition to the Risk Factors described herein, in reaching its conclusion that the ST Pipeline Merger Agreement is in the best interests of Energy Services’ stockholders and to recommend to shareholders that they approve the acquisition and ST Pipeline Merger Agreement.

Energy Services’ board of directors also considered the effect of ST Pipeline’s financial statements for the years ended December 31, 2006 and 2007.

In particular, the board of directors reached the following conclusions (each of which is discussed in greater detail below) in making their decision to approve the acquisition and the agreement and plan of merger.

ST Pipeline is in an industry and market that is growing rapidly.

ST Pipeline provides a solid base for further expansion and growth.

ST Pipeline has strong core competencies.

ST Pipeline has an experienced management team.

The purchase price for ST Pipeline is reasonable and fair to Energy Services shareholders.

ST Pipeline Markets

ST Pipeline has completed pipeline projects and is licensed in several states though its primary market is West Virginia, Kentucky, Ohio, Pennsylvania and Virginia. With the current high demand for natural gas and oil, a great deal of exploration is ongoing within ST Pipeline’s market area. At the same time, the producers of natural gas and oil drillers are spending significant amounts of capital to build and/or repair pipelines to provide a means of getting the natural gas and oil produced to market. Accordingly, based upon their own experience and information obtained as part of the due diligence process, our directors believe that the market for the services of ST Pipeline, which has grown substantially over the last few years (revenues have more than doubled each year since 2005), appears likely to continue for several more years as the country continues to increase its energy supplies and improve the infrastructure for energy delivery. ST Pipeline’s ability to continue to increase its revenues will be dependent upon its ability to increase its capacity to build and repair pipelines.

ST Pipeline Growth

ST Pipeline has experienced high levels of internal growth over the last few years. Sales have grown from $22.9 million in 2005 to $49.8 million in 2006 and $100.4 million in 2007. ST Pipeline has managed that growth very well as evidenced by its improving financial performance, which will be discussed further in this section. With the increased revenue experienced by ST Pipeline over the last three years, the future internal growth rate may not be as robust. However, the board of directors believes that having a company with a track record of managing its internal growth will enable Energy Services to expand both internally and through potential future acquisitions. Energy Services has no current specific plans to engage in acquisition activity involving ST Pipeline.

In order to grow their business, contractors such as ST Pipeline must demonstrate to utilities and gas and oil companies that they satisfy quality assurance requirements. This is accomplished by a contractor demonstrating that it can complete its project in a timely manner, in accordance with the contractual terms and with no quality control issues. Once a contractor has demonstrated that it can satisfy quality assurance requirements, it becomes eligible to bid on a greater number of contracts and larger projects. Energy Services’ board of directors believes that one of the benefits of acquiring ST Pipeline is that as a seasoned contracting company, ST Pipeline has qualified itself to submit bids on a number of contracting jobs. Energy Services management believes that following the acquisition of ST Pipeline it will be able to capitalize on S. T. Pipeline’s eligibility to bid on a number of projects.

ST Pipeline Core Competencies

Based upon the experiences of our directors and the due diligence investigation of ST Pipeline, the board of directors believes that ST Pipeline has strong core competencies that Energy Services can build upon. These competencies include:


	•	An industry experienced management team.

	•	A skilled and dedicated workforce.

	•	A great base of equipment specifically needed for the pipeline industry.

ST Pipeline Management Team

The board of directors of Energy Services felt it would be extremely important to identify an acquisition target led by an experienced management team with specialized knowledge of the market within which it operates and the ability to lead a company through a rapidly growing and changing environment. The board of directors believes that James Shafer and his management team have all those skills. Mr. Shafer has been in the pipeline construction and servicing business for over 40 years. He began his career as a laborer and worked his way up through being a welder to a manager. He worked on the building of the Alaska pipeline in the 1970’s. Mr. Shafer along with his wife Sue Shafer founded ST Pipeline in 1984. They have steadily managed ST Pipeline during the energy recession of the 1990’s, as well as during the recent robust economic environment for energy services companies.

Another important criteria to Energy Services’ board of directors was its belief in the strength and experience of ST Pipeline’s management team and its ability to develop strong customer relationships and operate the business on an efficient basis.

The purchase price for ST Pipeline

In evaluating the purchase price and other terms of the acquisition, our board of directors, consisting of Marshall T. Reynolds, Chairman, Jack Reynolds, president, and directors Edsel R. Burns, Neal W. Scaggs and Joseph Williams met to review the specifics of the transaction with ST Pipeline.

In general terms, the board of directors reviewed the terms of the potential acquisition for terms that are generally accepted by the financial community, such as actual and potential sales, earnings, cash flows and book value, as applied to the information discovered during due diligence of ST Pipeline. The board also reviewed the general terms with representatives of the investment banking firm that led the initial public offering of Energy Services.

In reviewing the transaction, particular emphasis was placed on ST Pipeline’s EBITDA, or net income (loss) from continuing operations before interest, taxes, depreciation and amortization. For purposes of this evaluation, the board reviewed the performance of ST Pipeline for 2005, 2006, initially for nine months of 2007, and then updated that review for the year of 2007. A summary is as follows:


	Year ended December 31, 2007			Year ended December 31, 2006			Year ended December 31, 2005


Net Income (loss)	$	27,944,507		$	3,336,505		$	1,650,569

Interest Expense		298,799			288,818			71,917
Interest Income		(45,939	)		(60,053	)		(17,210	)
Depreciation		973,199			921,193			892,555
Gains on equipment sales		(1,377	)		(32,006	)		(155,346	)

Adjusted EBITDA	$	29,169,189		$	4,454,457		$	2,442,485

Based on the merger consideration to be paid, this would amount to 0.65 times 2007 EBITDA. Pursuant to discussions with investment bankers, the normal range for acquisitions can be 5 to 6 times EBITDA. The price here is well below that range. While the performance of ST Pipeline was outstanding in 2007, since their work is obtained normally through a bid process, the board considered the fact that no assurances can be given that they will continue to attain that level of performance.

Accordingly, the board felt that while it believes ST Pipeline will have continued strong performance, even if their performance was at a level closer to the 2006 levels, the EBITDA multiple would be at or below the norms for acquisitions of that type.

The board of directors also considered the balance sheet of ST Pipeline and noted the $7.4 million in debt outstanding and felt that ST Pipeline had the resources and cashflow to service its debt obligations.

Another factor the board of directors considered was the fixed assets of ST Pipeline. While ST Pipeline’s buildings and property are leased from the current owners, Energy Services’ due diligence indicated that ST Pipeline has a good inventory of equipment for pipelining that will provide Energy Services with a good base for added expansion.

Potential Negative Factors

In making their decision to approve the ST Pipeline Merger Agreement, the board of directors also considered the potentially negative factors which are:

ST Pipeline has a relatively low backlog at December 31, 2007. At December 31, 2007, ST Pipeline had a backlog of $5.4 million compared to a backlog of $57.0 million at December 31, 2006. While the Board recognized that there can be no assurances that ST Pipeline will be successful in bidding and getting additional contracts for 2008, the board believes that with the abilities of ST Pipeline, they will be successful in getting a significant amount of additional contracts in 2008.

ST Pipeline is a regional provider of pipeline services. The board of directors also considered the fact that ST Pipeline is a regional rather than a national provider of pipeline services. Accordingly, if the demand in the region it serves were to drop dramatically, it could have a negative impact on the financial performance of ST Pipeline. The board of directors believes that with current and likely continued high demand in the areas that ST Pipeline serves, this should not occur in the next few years.

ST Pipeline management could leave. The Board also considered that although the agreement calls for an employment agreement for James Shafer, circumstances could occur in which Mr. Shafer would leave the company.

There is a risk that a portion of our public stockholders may vote against the acquisition and exercise their conversion rights. The board of directors considered the risk that a portion of our public stockholders may vote against the acquisition and demand conversion of their shares of our common stock into cash upon consummation of the acquisition. To the extent, if any, that our public stockholders exercise their conversion rights, we would be required to use that portion of the cash held in trust to do so. Based upon the transactions currently contemplated, the board of directors believes there would be sufficient cash in the trust fund to handle any such demands for conversion.

ST Pipeline has potential liability for violations of environmental laws and regulations. The board of directors considered the fact that with ST Pipeline working on various pipeline projects that may be in environmentally sensitive areas, violations of environmental laws may have occurred in the past or may occur in the future. However, the board of directors feels that this risk is mitigated by the fact that both ST Pipeline and its customers have environmental personnel and/or inspectors involved in the projects to look for and address any environmental issues that might arise.

ST Pipeline management does not have experience in managing a public company. The board of directors considered that the management of ST Pipeline does not have experience in managing a

public company. However, the board felt that with the experience of the Energy Services board of directors as well as the management of the additional transaction contemplated, this risk is mitigated.

During 2007 ST Pipeline derived a significant percentage of its revenues from one customer. The Board considered the significant concentration of revenues from one customer during 2007. If ST Pipeline fails to maintain this customer relationship or replace it with one or more customers, revenues will be adversely affected.

After consideration of the factors previously discussed, the board of directors approved the agreement and plan of merger and feels that the acquisition of ST Pipeline is in the best interest of the shareholders of Energy Services.

Potential as Acquisition Platform

Energy Services’ business strategy includes growth through possible future acquisitions. Energy Services’ board of directors believes that ST Pipeline’s consistent cash flows, production capacity and longstanding customer relationships make it an excellent platform for future acquisitions. The ST Pipeline acquisition will position Energy Services to take advantage of consolidation in the pipeline contractor industry, as well as enable it to pursue a wide range of downstream opportunities. Energy Services has no current plans to engage in any acquisition activity.

Satisfaction of 80% Test

It is a requirement that the target of Energy Services’ initial business combination or combinations have a fair market value equal to at least 80% of Energy Services’ net assets at the time of the acquisitions, inclusive of the amount in the trust account. Based on the financial analysis of both ST Pipeline and C.J. Hughes generally used to approve the transaction, Energy Services’ board of directors determined that this requirement will be met. Energy Services’ board of directors has determined that the fair market value of the assets being purchased in both the ST Pipeline and C.J. Hughes acquisitions is between approximately $75 million and approximately $98 million. This determination is based on an analysis of ST Pipeline’s and C.J. Hughes’ earnings, as compared to other publicly traded businesses of a similar nature and the acquisition multiples for other similar transactions that have recently been publicly announced or completed. In addition, a discounted cash flow analysis has been performed to determine the present economic value of the assets being acquired. The average of these three methods yields a fair market value of approximately $86 million. The range of the fair market value exceeds $40.5 million, which is 80% of Energy Services’ net asset value of approximately $50.6 million as of February 29, 2008. Accordingly, the board of directors determined that the requirement that the fair market value of the assets be greater than 80% of Energy Services’ net asset value will be met.

Structure Following Completion of the Acquisition

Immediately following completion of the acquisition, ST Pipeline will be a wholly owned subsidiary of Energy Services holding all of the assets of ST Pipeline.

Appraisal or Dissenters Rights

No appraisal or dissenters rights are available under the Delaware General Corporation Law for the stockholders of Energy Services in connection with the acquisition proposal.

United States Federal Income Tax Consequences of the Acquisition

The following discusses the U.S. Federal income tax consequences to Energy Services stockholders resulting from the acquisition of ST Pipeline by Energy Services. This discussion is based on the United States Internal Revenue Code of 1986, as amended. The statements set forth in this section as to tax consequences of the transaction to Energy Services common stockholders are those of Energy Services. Energy Services does not intend to obtain an opinion of counsel with respect to such matters. Accordingly, you should consult your personal tax advisor as to the tax consequences of the transaction.

Energy Services common stockholders who do not exercise their redemption rights will continue to hold their Energy Services common stock and as a result will not recognize any gain or loss from the acquisition.

Energy Services common stockholders who exercise their redemption rights will recognize gain or loss to the extent that the amount received by such common stock holders upon redemption is greater than or less than, respectively, such holder’s tax basis in their shares. A holder’s tax basis in the shares generally will equal the cost of the shares. A stockholder who purchased Energy Services’ units will have to allocate the cost between the shares and the warrants of the units based on their fair market values at the time of the purchase. Assuming the shares are held as a capital asset, the gain or loss will be a capital gain or loss and will be long-term capital gain or loss if such holder’s holding period in the shares is longer than one year.

Regulatory Matters

The acquisition and the transactions contemplated by the Merger Agreement are not subject to any federal, state or provincial regulatory requirement or approval, except for the filing and delivery of this proxy statement in connection with the special meeting of stockholders of Energy Services under the Securities Exchange Act of 1934 as amended, and compliance under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended.

Consequences if Acquisition Proposals Are Not Approved

If the acquisition proposals are not approved by the stockholders, Energy Services will not acquire ST Pipeline or C.J. Hughes. If Energy Services does not consummate a business combination by September 6, 2008, then, pursuant to Article V of its certificate of incorporation, and in accordance with Section 281(b) of the Delaware General Corporation Law, Energy Services will adopt a plan of dissolution, and as soon as reasonably possible after dissolution make liquidating distributions to our stockholders.

Required Vote

The affirmative vote in favor of each of the ST Pipeline and C.J. Hughes acquisition proposals by a majority of the initial public offering shares that are voted at the meeting is required to adopt the acquisition proposal. However, in accordance with its certificate of incorporation and the terms governing the trust account, Energy Services will not be able to complete the acquisition if the holders of 1,720,000 or more initial public offering shares, representing an amount equal to 20% or more of the total number of initial public offering shares, vote against one of the acquisitions and demand that Energy Services redeem their shares for their pro rata portion of the trust account in which the net proceeds of Energy Services’ initial public offering are held.

Energy Services’ officers and directors (including shares held by Douglas V. Reynolds) have

agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public offering, representing an aggregate of 20% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting with respect to the acquisition proposals. In addition, Energy Services’ Chairman and Chief Executive Officer intends to vote 325,000 shares of common stock that were part of the units acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the outstanding initial public offering shares, “FOR” the adoption of the ST Pipeline acquisition proposal.

Adoption of the ST Pipeline acquisition proposal is not conditioned upon the adoption of the name change amendment proposal or the Article V amendment proposal.

Recommendation

The board of directors unanimously recommends that the stockholders vote “FOR” the ST Pipeline acquisition proposal.

Terms of the Merger

The Merger Agreement provides for a business combination in which Energy Services Acquisition Sub I, Inc., a newly formed acquisition subsidiary wholly owned by Energy Services, will be merged into ST Pipeline, with ST Pipeline as the surviving entity. This transaction will result in ST Pipeline becoming a wholly owned subsidiary of Energy Services.

The ST Pipeline acquisition will result in each outstanding share of ST Pipeline stock being converted into the right to receive a cash payment in the amount up to $5,135, provided that the total cash payment due shall not exceed $19.0 million, reduced by the book value of certain assets, adjusted to reimburse the shareholders of ST Pipeline for the additional tax liability resulting from making an election under the Internal Revenue Code to have the transaction treated as an asset purchase for federal income tax purposes. Such payment is estimated to be $600,000, resulting in a maximum payment to the shareholder of ST Pipeline of $19.2 million. Of this amount, $3.0 million represents a deferred payment to be paid proportionally to each shareholder based upon their respective ownership interests. The deferred payments will be made in three installments on the anniversary of the closing date. The deferred payments will earn interest at a rate of 7.5% annually.

When the ST Pipeline Acquisition Will Be Completed

Subject to the satisfaction or waiver of the conditions to the parties’ respective obligations to complete the ST Pipeline acquisition, the closing of the acquisition will take place as soon as practicable after the special meeting. On the date of the closing, a certificate of merger will be filed with the West Virginia Secretary of State. The ST Pipeline acquisition will become effective upon the filing of the certificate of merger, or as otherwise stated in the certificate of merger.

Either party may terminate the Merger Agreement if, among other reasons, the acquisition has not been completed on or before August 30, 2008, unless failure to complete the acquisition by that time is due to the willful breach of any representation or warranty, or material breach of any covenant, by the party seeking to terminate the Merger Agreement.

Employment and Non-Competition Agreements

In connection with entering into the Merger Agreement, James E. Shafer has agreed to enter into an employment agreement with Energy Services, and Pauletta Sue Shafer has agreed to enter into a non-competition agreement with Energy Services.

Employment Agreement. Under the employment agreement with James E. Shafer, Mr. Shafer will be the President of ST Pipeline, which following the ST Pipeline acquisition will be a wholly owned subsidiary of Energy Services. The employment agreement has a term of 36 months beginning on the effective date of the Merger Agreement. During the term of the employment agreement, Mr. Shafer will receive a salary of no less than $2,500 per week, as well as such benefits that are made available to Energy Services employees generally. In addition to his salary, Mr. Shafer will receive an annual incentive payment equal to 5% of any pre-tax earnings (computed in accordance with U.S. generally accepted accounting principles) generated from ST Pipeline’s operations. Mr. Shafer will receive the incentive payment for the earlier of the term of the employment agreement or until he is no longer employed by Energy Services or any affiliate or subsidiary of Energy Services.

As part of the employment agreement, Mr. Shafer agrees that for a period of two (2) years from the date Mr. Shafer no longer works for Energy Services, or an affiliate or subsidiary of Energy Services, Mr. Shafer will not directly or indirectly compete in any manner with Energy Services or ST Pipeline, including, but not limited to (i) soliciting any client of Energy Services or ST Pipeline; (ii) transacting business with a competitor of Energy Services or ST Pipeline; (iii) interfering or damaging a relationship between Energy Services or ST Pipeline or any of their customers; (iv) soliciting an employee of Energy Services or ST Pipeline; or (v) selling products similar to the products sold by Energy Services or ST Pipeline in our market area.

Non-competition Agreement. Under the non-competition agreement with Pauletta Sue Shafer, Ms. Shafer agrees that for a period of two (2) years from the closing date of the Merger, Ms. Shafer will not directly or indirectly compete in any manner with Energy Services or ST Pipeline, including, but not limited to (i) soliciting any client of Energy Services or ST Pipeline; (ii) transacting business with a competitor of Energy Services or ST Pipeline; (iii) interfering or damaging a relationship between Energy Services or ST Pipeline or any of their customers; (iv) soliciting an employee of Energy Services or ST Pipeline; or (v) selling products similar to the products sold by Energy Services or ST Pipeline in our market area.

Conditions to the ST Pipeline Acquisition

The respective obligations of Energy Services and ST Pipeline to complete the ST Pipeline acquisition are subject to the satisfaction, or waiver by the other party, of a number of conditions specified in the Merger Agreement. The primary conditions to the completion of the ST Pipeline acquisition are:


	•	the approval of the Merger Agreement and the transactions contemplated thereby by Energy Services and ST Pipeline’s stockholders;

	•	Energy Services shall receive stockholder approval of the C.J. Hughes acquisition;

	•	no party to the acquisition being subject to any order, decree or injunction, and no statute, rule or regulation will have been enacted or applied, that enjoins or prohibits consummating the acquisition;


	•	the receipt of all required regulatory approvals, and consents, without the imposition of any condition or requirement that would, in the judgment or Energy Services’ board of directors, have a material adverse effect on ST Pipeline or Energy Services;

	•	that the closing of the ST Pipeline and C.J. Hughes acquisitions occur simultaneously, and in the aggregate have a fair market value of at least 80% of Energy Services net assets (excluding deferred compensation of Ferris, Baker Watts, Inc.);

	•	the accuracy of the other party’s representations and warranties, subject to standards of materiality as set forth in the Merger Agreement;

	•	each party shall receive certificates as to the good standing or corporate existence of the other party; and

	•	the performance by the other party in all material respects of its obligations and covenants contained in the Merger Agreement.

Energy Services’ obligations to effect the ST Pipeline acquisition also are subject to the following additional conditions:

	•	ST Pipeline shall obtain third party consents where required in connection with the ST Pipeline acquisition;

	•	stockholders of Energy Services voting against the ST Pipeline acquisition or C.J. Hughes acquisition and exercising their conversion rights do not in either case equal or exceed 20% or more of the shares sold in the initial public offering;

	•	none of ST Pipeline’s shareholders exercise their dissenters’ rights of appraisal; and

	•	Energy Services shall have received an opinion to the effect that the ST Pipeline acquisition and C.J. Hughes acquisition have a collective value equal to at least 80% of Energy Services’ net assets (exclusive of any deferred compensation due to Ferris, Baker Watts, Inc.).

ST Pipeline’s obligations to effect the ST Pipeline acquisition also are subject to the condition that Energy Services delivers the acquisition consideration to the paying agent on or before the closing date of the acquisition.

If the acquisition is not completed on or before August 30, 2008, either party may terminate the Merger Agreement.

Conduct of Business Pending the Completion of the ST Pipeline Acquisition

The Merger Agreement contains various restrictions on the operations of ST Pipeline before the effective time of the ST Pipeline acquisition. In general, the Merger Agreement obligates ST Pipeline to conduct its business in the ordinary course of business consistent with past practice and use reasonable efforts to preserve its business organization and assets. In addition, ST Pipeline will take no action that would adversely affect or delay the ability of ST Pipeline to perform its obligations under the Merger Agreement, adversely affect or delay the receipt of approvals or take any action that results in or is reasonably likely to have a material adverse effect on ST Pipeline.

ST Pipeline has agreed that prior to the effective time of the acquisition, except as otherwise provided in the Merger Agreement, or unless permitted by Energy Services, it will not:


	•	change or waive any provision of its certificate of incorporation, charter or bylaws;

	•	change the number of shares of its authorized or issued capital stock, issue any shares of stock held as treasury stock, issue any right or agreement relating to its capital stock or securities convertible into such shares, issue any grant or award under any ST Pipeline stock benefit plans, or split, combine or reclassify any shares of its capital stock, or redeem or otherwise acquire any shares of such capital stock;

	•	declare, set aside or pay any cash or stock dividend or other distribution in respect of its capital stock, except that ST Pipeline may pay a pre-closing dividend of certain assets and a portion of 2007 and 2008 earnings (as of March 31, 2008, the 2007 and 2008 payments, net of amounts previously paid, would be approximately $10.9 million);

	•	enter into, amend in any material respect or terminate any contract or agreement, including any settlement agreement with respect to litigation, involving a payment by ST Pipeline of $100,000 or more;

	•	enter into any new line of business or introduce any new products;

	•	grant any bonus (other than bonuses in the ordinary course of business, consistent with past practice), severance or termination payment to, or enter into, renew or amend any employment agreement, severance agreement or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors, officers or employees;

	•	enter into or materially modify any pension, retirement, stock option, stock purchase, stock appreciation right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution or defined benefit plan not in the ordinary course of business consistent with past practice;

	•	merge or consolidate with any other corporation; sell or lease all or any substantial portion of its assets or business; make any acquisition of all or any substantial portion of the business or assets of any other person;

	•	sell, dispose of or repurchase the capital stock of ST Pipeline or any asset other than in the ordinary course of business consistent with past practice;

	•	incur any indebtedness for borrowed money, or guarantee any indebtedness, or subject any of its assets to any lien, pledge, security interest or other encumbrance;

	•	take any action which would result in any of its representations and warranties set forth in the Merger Agreement becoming untrue or in any of the conditions set forth in the Merger Agreement not being satisfied;


	•	waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness, other than in the ordinary course of business, consistent with past practice;

	•	enter into, renew, extend or modify any other transaction with any affiliate;

	•	other than as contemplated by the Merger Agreement, take any action that would give rise to a right of payment to any individual under any employment agreement;

	•	make any capital expenditures in excess of $100,000 individually or $250,000 in the aggregate, other than pursuant to existing binding commitments and other than expenditures necessary to maintain existing assets in good repair;

	•	purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies;

	•	enter into any lease, contract or other commitment for its account, involving a payment of more than $25,000 annually, or containing any financial commitment extending beyond 12 months from the date of the Merger Agreement;

	•	pay, discharge, settle or compromise any claim, action, litigation, arbitration or proceeding; other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in the amount not in excess of $50,000 individually or $100,000 in the aggregate;

	•	other than in the ordinary course of business consistent with past practice and pursuant to policies currently in effect, sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties, leases or assets or cancel, release or assign any indebtedness of any such person, except pursuant to existing contracts or agreements; provided, however, that no sales may be made with recourse;

	•	fail to maintain all its properties in repair, order and condition no worse than on the date of the Merger Agreement other than as a result of ordinary wear and tear;

	•	revoke ST Pipeline’s election to be taxed as an S Corporation within the meaning of IRS Code Sections 1361 and 1362 or take or allow any action that may result in the termination of ST Pipeline’s status as a validly electing S Corporation within the meaning of IRS Code Sections 1361 and 1362;

	•	make or change any election in respect of taxes, adopt or change any accounting method in respect of taxes or otherwise, enter into any closing agreement, settle any claim or assessment in respect of taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of taxes, except as required by law, rule, regulation or GAAP; or

	•	agree to do any of the foregoing.

The Merger Agreement also contains other agreements relating to the conduct of the parties before consummation of the acquisition, including the following:


	•	Representatives of ST Pipeline will confer with representatives of Energy Services as Energy Services may reasonably request regarding its business and operations. ST Pipeline will also promptly notify Energy Services of any material change in the normal course of its business or operations, or the institution or threat of material litigation. ST Pipeline will provide Energy Services with its financial statements on a periodic basis. ST Pipeline will also give to Energy Services financial information as it might reasonably request;

	•	ST Pipeline will give Energy Services reasonable access to its property, books, records and personnel and will furnish all information Energy Services may reasonably request;

	•	ST Pipeline will use all commercially reasonable efforts to obtain all necessary third party consents;

	•	Energy Services and ST Pipeline will cooperate with each other in the preparation and filing of ST Pipeline tax returns;

	•	ST Pipeline will promptly advise Energy Services if a condition to ST Pipeline’s obligations cannot be fulfilled and will not be waived;

	•	Energy Services and ST Pipeline will use all reasonable efforts to take promptly all actions necessary, proper or advisable to consummate the acquisition;

	•	ST Pipeline will maintain insurance in such amounts as are reasonable to cover such rights as are customary in relation to the character and location of its properties, and the nature of its business;

	•	Energy Services will enter into an employment agreement with James E. Shafer;

	•	Energy Services and ST Pipeline will consult with each other regarding any public statements about the acquisition and any filings with any governmental entity; and

	•	The parties to the Merger Agreement will make an IRS Code §338(h)(10) election.

See Article V and VI of the Merger Agreement, which is attached to this proxy statement as Annex A, for a more complete description of restrictions on the conduct of business of ST Pipeline pending the acquisition.

Representations and Warranties in the Merger Agreement

Both Energy Services and ST Pipeline have made certain customary representations and warranties to each other relating to their businesses in the Merger Agreement. These representations and warranties relate to, among other things:


	•	corporate organization with respect to both companies;

	•	absence of legal proceedings; and


	•	authorization, execution, delivery, performance and enforceability of the Merger Agreement, and required consents, approvals, orders and authorizations of governmental entities relating to the Merger Agreement and related matters.

	ST Pipeline also made representations and warranties to Energy Services regarding:

	•	capitalization;

	•	absence of material adverse changes or events;

	•	filing of tax returns, payment of taxes and other tax matters, including its status as a S corporation;

	•	certain material contracts, leases and defaults;

	•	owned real property and insurance coverage;

	•	intellectual property;

	•	labor matters;

	•	compliance with applicable law;

	•	matters related to employee benefits;

	•	payment of fees of brokers, finders and financial advisors;

	•	environmental matters;

	•	customers and suppliers;

	•	ST Pipeline’s inventory;

	•	accounts receivable;

	•	related party transactions;

	•	antitakeover provisions being inapplicable;

	•	termination of other negotiations;

	•	product warranties; and

	•	providing information for this proxy statement.

For information on these representations and warranties, please refer to Article III and IV of the Merger Agreement attached as Annex A. The representations and warranties must generally be true through the completion of the acquisition.

Termination of the Merger Agreement

The Merger Agreement may be terminated at or prior to the completion of the acquisition, either before or after any requisite stockholder approval by:


	•	the mutual written consent of Energy Services and ST Pipeline;

	•	by either party (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement) if the other party breaches any of the representations or warranties set forth in the Merger Agreement (subject to the standard set forth therein), which breach by its nature cannot be cured prior to August 30, 2008 or shall not have been cured within 30 days after written notice of such breach by the terminating party to the other party;

	•	by either party (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement) if the other party fails to perform or comply in any material respect with any of the covenants, agreements or conditions to each party’s obligations to perform have not been satisfied, all as set forth in the Merger Agreement, which failure by its nature cannot be cured prior to August 30, 2008 or shall not have been cured within 30 days after written notice of such failure by the terminating party to the other party;

	•	at the election of either party, if the closing has not occurred by August 30, 2008, or such later date as agreed to in writing by the parties, unless the failure of the closing to have occurred by such date was due to the terminating party’s willful breach of any representation or warranty or material breach of any covenant or other agreement contained in the Merger Agreement;

	•	by either party if a regulatory authority whose approval is required in connection with the acquisition does not approve the Merger Agreement or the transactions contemplated thereby, or has stated that it will not issue the required approval or nonobjection, or any court or other governmental authority issues an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acquisition;

	•	by either party, if ST Pipeline’s stockholders fail to approve the Merger Agreement at the stockholders’ meeting called for that purpose;

	•	by either party, if Energy Services is unable to obtain stockholder approval of each of the ST Pipeline and C.J. Hughes acquisitions.

If the Merger Agreement is terminated, the Merger Agreement will generally become void and have no further effect, and all costs and expenses incurred in connection with the acquisition will be paid by the party incurring the expense, except as set forth below.

In the event of a termination of the Merger Agreement because of a willful breach of any representation, warranty, covenant or agreement, the breaching party will be liable for any and all damages, costs and expenses, including all reasonable attorneys’ fees, incurred by the non-breaching party as a result thereof.

Fees and Expenses

Each party will pay its own costs and expenses incurred in connection with the ST Pipeline acquisition, except as described above.

Waiver and Amendment of the Merger Agreement

Prior to the completion of the ST Pipeline acquisition and subject to applicable law, Energy Services and ST Pipeline may extend the time for performance of any obligations under the Merger Agreement, waive any inaccuracies in the representations and warranties contained in the Merger Agreement and waive compliance with any agreement or condition of the Merger Agreement.

The Merger Agreement may be amended at any time by mutual agreement of Energy Services and ST Pipeline.

PROPOSAL II - APPROVAL OF THE C.J. HUGHES ACQUISITION

The information in this proxy statement concerning the terms of the C.J. Hughes acquisition is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex B and incorporated by reference herein. All stockholders are urged to read the Merger Agreement in its entirety. All information contained in this proxy statement with respect to C.J. Hughes has been supplied by C.J. Hughes for inclusion herein.

General

As soon as possible after the conditions to completion of the C.J. Hughes acquisition described below have been satisfied or waived, and unless the Merger Agreement has been terminated as discussed below, Energy Services will acquire all of the issued and outstanding shares of C.J. Hughes and C.J. Hughes will become a wholly owned subsidiary of Energy Services.

The Parties

Energy Services. We are a blank check company organized under the laws of the State of Delaware on March 31, 2006. We were formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business or businesses. To date, our efforts have been limited to organizational activities, activities related to our stock offering and activities to identify target businesses. Following our initial public offering, we had net proceeds of $49,740,613. At March 31, 2008, total cash in our trust account totaled $51,250,866.

C.J. Hughes. C.J. Hughes is a West Virginia chartered corporation engaged in the business of constructing, replacing and repairing natural gas pipelines for utility companies and private natural gas companies. During the year ended December 31, 2007, C.J. Hughes had sales of $75,305,234 and net income of $2,770,728. During the three months ended March 31, 2008, C.J. Hughes had sales of $21,736,850 and net income of $534,808.

Background of the C.J. Hughes Acquisition

The following is a brief discussion of the background of these negotiations, the acquisition and related transactions.

Energy Services is a blank check company organized as a corporation under the laws of the State

of Delaware on March 31, 2006. On September 6, 2006, Energy Services successfully completed its initial public offering, and received net proceeds of approximately $50,004,000 (inclusive of $2 million from the private placement warrants). Energy Services’ common stock, warrants to purchase common stock and units consisting of one share of common stock and two warrants to purchase common stock are listed on the American Stock Exchange under the symbols “ESA,” “ESA-WT” and “ESA-U,” respectively. All of the net proceeds of the initial public offering was placed in a trust account and will be released to Energy Services upon consummation of the acquisition proposals or upon the dissolution and liquidation of Energy Services in accordance with the Delaware General Corporation Law. Subsequent to its initial public offering, Energy Services’ officers and directors commenced an active search for a prospective business combination.

At the time of Energy Services’ initial public offering, the officers and directors considered the possibility of acquiring a business affiliated with one of our officers, directors or initial shareholders. At the time, we identified C.J. Hughes as a potential acquisition target. The Board’s identification of C.J. Hughes was based on the belief that based upon the facts and circumstances of a potential acquisition of a business in the energy services sector, the acquisition of C.J. Hughes would potentially enhance the acquisition of an unaffiliated business if the board concluded that C.J. Hughes added a complementary component to the unaffiliated company transaction. However, at the time of the initial public offering the Energy Services board of directors did not intend to proceed with the acquisition of an affiliated company.

Following its initial public offering in September 2006, Energy Services’ officers and directors contacted various principals and intermediaries such as investment banks and business brokers, as well as other industry contacts, in order to generate ideas for a suitable business combination. Energy Services informed its business contacts that it had completed an initial public offering and was seeking to acquire an operating business or businesses in the energy services and related industries. Energy Services encouraged business brokers to contact clients who might constitute potential acquisition targets and explore the possibility of a transaction. In addition, Ferris, Baker Watts, Inc., the managing underwriter of Energy Services’ initial public offering made referrals of businesses in the energy services sector, generated lists of various industry participants that might constitute potential business targets.

geographic location of the business target’s operations and customers was considered as well. Certain potential targets were considered unsuitable because they operated in sectors of the energy services industry that management believed did not have good economic potential.

Throughout 2007, Energy Services identified two companies which provided services to the energy services industry and that appeared to be ideal acquisition targets, ST Pipeline and the drilling services subsidiary of GasSearch Corporation, GasSearch Drilling Corporation. As due diligence and the negotiations leading up to the negotiation of definitive agreements proceeded with the principals of ST Pipeline and GasSearch Drilling, Energy Services management and board considered the synergy that could be obtained if C.J. Hughes was ultimately acquired by Energy Services. In particular, the board considered the complementary business products and services provided by ST Pipeline and C.J. Hughes. At the time, the board decided to devote its efforts to completing due diligence and the negotiation of the acquisitions of ST Pipeline and GasSearch Drilling.

As the negotiations with ST Pipeline and GasSearch Drilling intensified the Board of Directors determined to engage a financial advisor to render a fairness opinion. Certain members of the Board of Directors were familiar with an appraisal company, Chaffee and Associates, New Orleans, Louisiana and felt that they had provided quality evaluations of business entities in other instances. Accordingly, on or about December 17, 2007, Energy Services contacted Chaffee and Associates regarding the valuation of ST Pipeline and GasSearch Drilling. On December 19, 2007, Chaffee and Associates provided a preliminary checklist of information it required in order to evaluate the two companies and on January 4, 2008, Chaffee and Associates provided Energy Services with a proposed engagement letter. Because there were unresolved issues in negotiations with each of ST Pipeline and GasSearch Drilling, the proposed engagement letter was not signed. At this time, Energy Services began exploring the possibility of acquiring C.J. Hughes. In early February, 2008, when it became apparent that GasSearch Drilling would be acquired by a third party, Energy Services contacted Chaffee and Associates to seek their assistance with the valuation of ST Pipeline and C.J. Hughes. However, given that Chaffee and Associates was not a member of the NASD they could not provide a fairness opinion as required pursuant to the Energy Services Certificate of Incorporation, and consequently, it was determined that they could not be engaged by Energy Services. On February 25, 2008, Chaffee and Associates referred Legacy Capital to Energy Services. Once it was determined that Legacy Capital was a member of the NASD, on March 7, 2008, Energy Services retained them to perform valuations of each of ST Pipeline and C.J. Hughes and to render a fairness opinion.

During January and February 2008, Energy Services completed its negotiations to acquire ST Pipeline and GasSearch Drilling. During this time, Edsel R. Burns, a director of Energy Services and the President of C.J. Hughes advised the Energy Services board of the potential benefits that might be derived from the ST Pipeline transaction resulting from ST Pipeline and C.J. Hughes using their complementary businesses to obtain third party contracts. In particular, each of ST Pipeline and C.J. Hughes have capabilities to perform pipeline installation and repair. It was noted that the combined operations of ST Pipeline and C.J. Hughes would permit Energy Services to take advantage of the increased scale of work for which Energy Services could bid. The increased scale resulting from having both C.J. Hughes and ST Pipeline would, in management’s opinion, result in more efficient utilization of equipment and greater purchasing power since the combined businesses could make larger purchases of equipment.

At the time that Energy Services entered into its definitive agreement to acquire GasSearch Drilling, Energy Services was aware of the possibility that a third party might exercise an option to acquire GasSearch Drilling. The Energy Services’ board of directors authorized management to explore the possibility of acquiring C.J. Hughes in the event that the third party exercised its option to acquire GasSearch Drilling. Although GasSearch Drilling had provided assurances to Energy Services that the option would not be exercised, on February 8, 2008, the third party indicated to GasSearch Drilling that it

intended to exercise its option to acquire GasSearch Drilling, and on February 12, 2008, Energy Services was advised that the option was to be exercised.

On January 21, 2008, Mr. Reynolds attended the C.J. Hughes board meeting. Mr. Reynolds discussed a potential opportunity for C.J. Hughes to be acquired by Energy Services. He was uncertain as to the possible timing of a transaction but requested that the Energy Services’ Board authorize him to explore the possibility of being acquired by Energy Services, with the understanding that a minimum purchase price would need to be $32,555.79 per share (approximately $15.0 million), which was derived from a determination that a minimum multiple of three times the book value of C.J. Hughes at December 31, 2007 and which the Energy Services’ Board believed was a minimum consideration that C.J. Hughes would consider for a sale of C.J. Hughes to Energy Services. He noted that any merger agreement would be subject to final approval by the Board of Directors and shareholders of C.J. Hughes. After further discussion by the board, Mr. Reynolds was authorized to negotiate a merger agreement based on the above-referenced terms. Mr. Reynolds attended the February 18, 2008 board meeting of C.J. Hughes and reviewed the specific terms of the proposed transaction. After lengthy discussions, the Board approved the transaction and authorized the Chairman and President of the C.J. Hughes to sign the agreement and take such actions necessary to complete the transaction.

On February 11, 2008, the Board of Directors authorized management to prepare a definitive agreement to acquire C.J. Hughes. Marshall T. Reynolds took the lead in representing the interests of Energy Services and presenting the terms of a possible merger to the C.J. Hughes Board of Directors. Mr. Kirby Taylor, a C.J. Hughes director, represented the interests of C.J. Hughes, together with Mr. Phil Cline, a director of C.J. Hughes. Other than in his role as a director of Energy Services, Mr. Scaggs had no role in the negotiations to acquire C.J. Hughes. C.J. Hughes representatives countered Mr. Reynolds proposal by suggesting that a better measure of C.J. Hughes value was current and future earnings and EBITA following a review of these criteria as of December 31, 2007. Based on the foregoing, C.J. Hughes’ representatives proposed a sales price of $40.0 million. The parties negotiated a final purchase price which constituted the merger consideration. On February 18, 2008, the Board of Directors met to consider the appropriate pricing of an acquisition of C.J. Hughes. In concluding that the amount and form of merger consideration were appropriate and were consistent with their duty of care and loyalty, the Board considered the matters set forth under “—Factors Considered by the Energy Services Board in Approving the C.J. Hughes Acquisition.”

On February 20, 2008, the Board of Directors reviewed the C.J. Hughes Merger Agreement and authorized the Chairman of the Board to enter into the Merger Agreement. In approving the C.J. Hughes Acquisition, the board of directors determined that the proposed acquisition of C.J. Hughes, together with the acquisition of ST Pipeline, presented the best opportunity for enhancing stockholder value for Energy Services stockholders, including unaffiliated stockholders. Accordingly, the Board of Directors determined that the C.J. Hughes transaction was advisable and in the best interests of Energy Services and its stockholders, and it unanimously approved the acquisition of C.J. Hughes and the agreement was signed on February 21, 2008.

Factors Considered by the Energy Services Board in Approving the C.J. Hughes Acquisition

In making the determination that the proposed acquisition transaction is in the best interest of Energy Services’ stockholders and that the consideration to be paid to the stockholders of C.J. Hughes is reasonable, Energy Services’ board of directors relied on the experience of its management team in structuring, financing and completing of business combinations and in running companies in a variety of industries. The Board of Directors also considered that due to the number of relationships between Energy Services and C.J. Hughes respective boards and management that any transaction between the two companies would not be deemed to be at arm’s-length.

Our board of directors considered a variety of factors in connection with its evaluation of the C.J. Hughes Acquisition. In light of the complexity of those factors, our board of directors did not consider it practical, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of our board of directors may have given different weights to various factors. Among the factors considered by our board of directors as a basis for the beliefs expressed below were financial and other information concerning C.J. Hughes as provided by C.J. Hughes, as well as our own observations, and matters brought to our attention as a result of negotiating the agreement and plan of merger for the acquisition.


	•	C.J. Hughes is in an industry and market that is growing rapidly.

	•	C.J. Hughes’ business will complement the ST Pipeline acquisition.

	•	C.J. Hughes has strong core competencies.

	•	C.J. Hughes has an experienced management team.

	•	The purchase price for C.J. Hughes is reasonable and fair to Energy Services shareholders.

The Board of Directors of Energy Services has no agreement, arrangement or understanding, either written or oral with any of its officers, directors or affiliates or with C.J. Hughes or any of its affiliates relating to the ongoing relationship of the management of Energy Services and C.J. Hughes following the acquisition. There have been no discussions or negotiations relating to the continued management roles of Messrs. Marshall T. Reynolds, Scaggs, and Burns, and Energy Services.

C.J. Hughes Markets

C.J. Hughes has completed pipeline and electrical projects and is licensed in several states though its primary market is West Virginia, Virginia, Ohio, Kentucky and North Carolina. With the current high demand for electricity, natural gas and oil, a great deal of exploration is ongoing within C.J. Hughes’ market area. At the same time, the producers of electrical energy and natural gas and oil are spending large amounts of capital to build and/or repair transmission lines (electrical and pipeline) to provide a means of getting their produced to market. Based upon their own experience and knowledge, our directors believe that the market for the services of C.J. Hughes appears likely to continue for several more years as the country continues to try improve the supply of energy available to consumers.

C.J. Hughes Growth

C.J. Hughes for 2005 and 2006 had modest revenue growth. Sales were $29.4 million in 2005, and $31.6 million in 2006. However, for 2007, following the acquisition of certain tangible and intangible assets of Nitro Electric, the revenues grew to $75.3 million. $36.1 million of the increase in revenues related to revenue obtained from Nitro Electric, while $7.6 million represented internal growth. At December 31, 2007, C.J. Hughes backlog for 2008 was $71.6 million. Of the total backlog, $16.5 million related to Nitro Electric and the remaining $55.2 million related to C.J. Hughes pipeline work. At December 31, 2006, the backlog for the pipeline work was $18.5 million. Accordingly, the board of

directors believes that future growth is attainable both internally and through potential future acquisitions. Energy Services has no current plans to engage in any acquisition activity.

C.J. Hughes Will Complement the ST Pipeline Acquisition

Since C.J. Hughes is also in the pipeline business, the board of directors felt there were many synergies and efficiencies from having ST Pipeline and C.J. Hughes be a part of Energy Services. The board believes this acquisition will provide each of C.J. Hughes and ST Pipeline with the benefits of a larger pipeline business, resulting in more efficient use of management, manpower and equipment. Also, with regards to purchasing, the enhanced buying power of the combined businesses should enable Energy Services to obtain much more attractive pricing for many items both companies utilize.

C.J. Hughes Competencies

Based upon the experiences of our directors and knowledge of C.J. Hughes, the board of directors believes that C.J. Hughes has strong core competencies that Energy Services can build upon. These competencies include:


	•	An industry experienced management team.

	•	A skilled and dedicated workforce.

	•	A great base of equipment specifically needed for the pipeline industry.

	•	A diversified pipeline business.

C.J. Hughes Management Team

The board of directors of Energy Services felt it would be extremely important to identify an acquisition target led by an experienced management team with specialized knowledge of the market within which it operates and the ability to lead a company through a rapidly growing and changing environment. The board of directors believes that Edsel R. Burns and the management team at C.J. Hughes have those skills. Mr. Burns has been a financial professional with many years of experience. Mr. Burns has been president of C.J. Hughes since 2002 and has been involved in the growth of revenues at C.J. Hughes from approximately $14.4 million for the year ended December 31, 2002 to $75.3 million for the year ended December 31, 2007. Prior his affiliation with C.J. Hughes, Mr. Burns was the Chief Financial Officer of the administration line of business at Banc One Corporation and Key Centurion Bancshares, Inc., Huntington, West Virginia. Mr. Burns’ management team at C.J. Hughes includes several managers who have 30 plus years of experience in the pipeline contracting business.

The purchase price for C.J. Hughes

In evaluating the purchase price and other terms of the acquisition, our board of directors, consisting of Marshall T. Reynolds, Chairman, Jack Reynolds, president, and directors Edsel R. Burns, Neal W. Scaggs and Joseph Williams authorized Mr. Marshall T. Reynolds to meet with the entire board of directors of C.J. Hughes to review the specifics of a potential transaction between Energy Services and C.J. Hughes.

flows and book value, as applied to the information discovered during the reviews of C.J. Hughes. The board also reviewed the general terms with representatives of the investment banking firm that led the initial public offering of Energy Services.

In reviewing the transaction, particular emphasis was placed on C.J. Hughes EBITDA, or net income (loss) from continuing operations before interest, taxes, depreciation and amortization. This included both current earnings as well as factoring in added potential growth in EBITDA for 2008. For purposes of this evaluation, the board reviewed the performance of C.J. Hughes for the years 2005, 2006, and 2007. A summary of that performance is as follows:


	Year ended December 31, 2007			Year ended December 31, 2006			Year ended December 31, 2005


Net Income (loss)	$	2,770,728		$	(57,622	)	$	1,864,642

Interest Expense		1,063,198			519,980			238,207
Interest Income		(50,670	)		(29,959	)		(29,112	)
Depreciation		1,295,630			748,734			686,308
Gains on equipment sales		(7,871	)		—			(78,991	)

Adjusted EBITDA	$	5,071,015		$	1,181,133		$	2,681,054

Based on the C.J. Hughes Merger Consideration, this would amount to 6.7 times 2007 EBITDA. Pursuant to discussions with investment bankers, the normal range for acquisitions can be 5 to 6 times EBITDA. Also, while no assurances can be given that C.J. Hughes will attain that level of performance, the board feels that when considering the much higher level of backlog for 2008 versus 2007, it will be likely that the purchase price as compared to 2008 EBITDA will fall in the range of 3.8 to 4 times, which is well below the normal acquisition range of five to six times EBITDA for similar transactions. Energy Services’ conclusion of what constitutes a normal acquisition range was based upon discussions of Energy Services management with representatives of Ferris, Baker Watts, Inc. Since C.J. Hughes’ work is obtained normally through a bid process, the board considered the fact that no assurances can be given that they will continue to attain the projected level of performance. Accordingly, the board felt that C.J. Hughes will have continued strong performance which should exceed their 2007 performance and bring the transaction in at an EBITDA multiple level that would be at or below the norms for acquisitions of that type.

The board of directors also considered the balance sheet of C.J. Hughes and noted the $14.9 million in debt outstanding and concluded that C.J. Hughes had the cash flow, resources and abilities to service its debt obligations.

Another factor the board of directors considered was the fixed assets of C.J. Hughes. The review by Energy Services indicates that C.J. Hughes, like ST Pipeline, has a good inventory of equipment for pipelining that will provide Energy Services with a good base for added expansion of C.J. Hughes’ operations.

Potential Negative Factors

In making their decision to approve the agreement and plan of merger, the board of directors also considered the potentially negative factors which are:

C.J. Hughes is a regional provider of pipeline services. The board of directors also considered the fact that C.J. Hughes is a regional rather than a national provider of pipeline and electrical services. Accordingly, if the demand in the region it serves were to drop dramatically, it could have a negative impact on the financial performance of C.J. Hughes. The board of directors believes that with current and likely continued high demand in the areas that C.J. Hughes serves, this should not occur in the next few years.

C.J. Hughes management could leave. The Board also considered that some of C.J. Hughes management could leave. The Board understands this risk but feels that is unlikely.

C.J. Hughes has potential liability for violations of environmental laws and regulations. The board of directors considered the fact that with C.J. Hughes working on various pipeline projects that may be in environmentally sensitive areas, violations of environmental laws may have occurred in the past or may occur in the future. However, the board of directors feels that this risk is mitigated by the fact that both C.J. Hughes and its customers have environmental personnel and/or inspectors involved in the projects to look for and address any environmental issues that might arise.

Interests of Energy Services’ management, directors and affiliates. In addition to the other interests of Energy Services management, directors and affiliates in having the acquisition proposals approved, these individuals have specific interests associated with the acquisition of C.J. Hughes. C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, Mr. Scaggs is a director of C.J. Hughes and Edsel R. Burns, one of our directors, is the president, director and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes which may be different from their interests as shareholders and directors of Energy Services. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns will receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock, in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns will receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition.


	Current ownership Energy Services Stock					To be received from C.J. Hughes Acquisition								Pro Forma Energy Services Ownership

	Shares		Percent			Total Value		Cash		Stock		Shares of Stock		Shares			Percent


Marshall T. Reynolds		862,500		8.02	%	$	3,320,691	$	1,660,345	$	1,660,345		289,561		1,152,061			8.40	%
Jack Reynolds		430,000		4.00	%	$	—	$	—	$	—		—		430,000			3.14	%
Edsel R. Burns		537,500		5.00	%	$	1,679,953	$	839,977	$	839,977		146,491		683,991			4.99	%
Neal W. Scaggs		107,500		1.00	%	$	1,679,953	$	839,977	$	839,977		146,491		253,991			1.85	%
Joseph L. Williams		107,500		1.00	%	$	—	$	—	$	—		—		107,500			0.78	%
Douglas V. Reynolds		430,000		4.00	%	$	5,079,076	$	2,539,538	$	2,539,538		442,891		872,891			6.36	%


Total		2,475,000		23.02	%										3,500,434	⁽¹⁾		25.5	%⁽¹⁾



(1)	Assumes that 13,714,772 shares of Energy Services’ common stock are outstanding after the C.J. Hughes Acquisition and that no shares are subject to redemption.

As a result of the factors previously discussed, the board of directors approved the agreement and plan of merger and feels that the acquisition of C.J. Hughes is in the best interest of the shareholders of Energy Services.

Satisfaction of 80% Test

It is a requirement that the target of Energy Services’ initial business combination or combinations have a fair market value equal to at least 80% of Energy Services’ net assets at the time of the acquisitions, inclusive of the amount in the trust account. Based on the financial analysis of both ST Pipeline and C.J. Hughes generally used to approve the transaction, Energy Services’ board of directors determined that this requirement has been met. Energy Services’ board of directors has determined that the fair market value of the assets being purchased in both the ST Pipeline and C.J. Hughes acquisitions is between approximately $75 million and approximately $98 million. This determination is based on an analysis of ST Pipeline’s and C.J. Hughes’ earnings, as compared to other publicly traded businesses of a similar nature and the acquisition multiples for other similar transactions that have recently been publicly announced or completed. In addition, a discounted cash flow analysis has been performed to determine the present economic value of the assets being acquired. The average of these three methods yields a fair market value of approximately $86 million. The range of the fair market value exceeds $40.5 million, which is 80% of Energy Services’ net asset value of approximately $50.6 million as of February 29, 2008. Accordingly, the board of directors determined that the requirement that the fair market value of the assets be greater than 80% of Energy Services’ net asset value will be met.

Structure Following Completion of the Acquisition

Immediately following completion of the acquisition, C.J. Hughes will be a wholly owned subsidiary of Energy Services holding all of the assets of C.J. Hughes.

Appraisal or Dissenters Rights

No appraisal or dissenters rights are available under the Delaware General Corporation Law for the stockholders of Energy Services in connection with the acquisition proposal.

United States Federal Income Tax Consequences of the Acquisition

The following discusses the U.S. Federal income tax consequences of the acquisition of C.J. Hughes by Energy Services. This discussion is based on the United States Internal Revenue Code of 1986, as amended. The statements set forth in this section as to tax consequences of the transaction to Energy Services common stockholders are those of Energy Services. Energy Services does not intend to obtain an opinion of counsel with respect to such matters. Accordingly, you should consult your personal tax advisor as to the tax consequences of the transaction.

Regulatory Matters

Consequences if Acquisition Proposals Are Not Approved

Required Vote

Energy Services’ officers and directors (together with Douglas V. Reynolds) have agreed to vote their 2,150,000 shares of Energy Services common stock acquired prior to Energy Services’ initial public

offering, representing an aggregate of 20% of the outstanding shares of Energy Services common stock, in accordance with the vote of the majority of the initial public offering shares voted at the meeting with respect to the acquisition proposals. In addition, Energy Services’ Chairman and Chief Executive Officer intends to vote 325,000 shares of common stock that were part of the units acquired by him in Energy Services’ initial public offering, representing 3.0% of the outstanding shares of Energy Services common stock, and 3.8% of the outstanding initial public offering shares, “FOR” the adoption of the C.J. Hughes acquisition proposal.

Adoption of the C.J. Hughes acquisition proposal is not conditioned upon the adoption of the name change amendment proposal or the Article V amendment proposal.

Recommendation

The board of directors unanimously recommends that the stockholders vote “FOR” the C.J. Hughes acquisition proposal.

Terms of the Merger

The C.J. Hughes Merger Agreement provides for a business combination in which Energy Services Acquisition Sub II, a newly formed acquisition subsidiary wholly owned by Energy Services will be merged into C.J. Hughes, with C.J. Hughes the surviving entity. This transaction will result in C.J. Hughes becoming a wholly owned subsidiary of Energy Services.

The Merger Agreement provides that a total purchase price of $34.0 million would be paid as follows: each share of C.J. Hughes outstanding Class A voting stock and Class B non-voting stock (collectively, “C.J. Hughes Common Stock”) will be converted into the right to receive $36,896 in cash and 6,434.70 shares of Energy Services Common Stock. Each of the cash and stock components of the merger consideration have a value of $17.0 million. The Energy Services common stock provided to C.J. Hughes shareholders as merger consideration to be issued in the transaction will not be registered under the Securities Act or qualified for sale under any state securities laws. Such shares may not be resold without registration or exemption from the Securities Act and are “restricted securities” as defined under the Securities Act.

When the C.J. Hughes Acquisition Will Be Completed

Subject to the satisfaction or waiver of the conditions to the parties’ respective obligations to complete the C.J. Hughes acquisition, the closing of the acquisition will take place as soon as practicable after the special meeting.

Conditions to the C.J. Hughes Acquisition

The respective obligations of Energy Services and C.J. Hughes to complete the C.J. Hughes acquisition are subject to the satisfaction, or waiver by the other party, of a number of conditions specified in the Merger Agreement. The primary conditions to the completion of the C.J. Hughes acquisition are:


	•	the approval of the Merger Agreement and the transactions contemplated thereby by Energy Services and C.J. Hughes’ stockholders;

	•	the approval of the Merger Agreement with ST Pipeline by Energy Services stockholders;

	•	no party to the acquisition being subject to any order, decree or injunction, and no statute, rule or regulation will have been enacted or applied, that enjoins or prohibits consummating the acquisition;

	•	the receipt of all required regulatory approvals, and consents, without the imposition of any condition or requirement that would, in the judgment or Energy Services’ Board of Directors, have a material adverse effect on C.J. Hughes or Energy Services;

	•	that the closing of the ST Pipeline and C.J. Hughes acquisitions occur simultaneously, and in the aggregate have a fair market value of at least 80% of Energy Services net assets (excluding deferred compensation of Ferris, Baker Watts, Inc.);

	•	the accuracy of the other party’s representations and warranties, subject to standards of materiality as set forth in the Merger Agreement;

	•	each party shall receive certificates as to the good standing or corporate existence of the other party; and

	•	the performance by the other party in all material respects of its obligations and covenants contained in the Merger Agreement.

Energy Services’ obligations to effect the C.J. Hughes acquisition also are subject to the following additional conditions:

	•	C.J. Hughes shall obtain third party consents where required in connection with the C.J. Hughes acquisition;

	•	stockholders of Energy Services voting against the ST Pipeline acquisition or C.J. Hughes acquisition and exercising their conversion rights do not in either case equal or exceed 20% or more of the shares sold in the initial public offering;

	•	none of C.J. Hughes’ shareholders exercise their dissenters’ rights of appraisal;

	•	Energy Services shall have received an opinion to the effect that the ST Pipeline acquisition and C.J. Hughes acquisition have a collective value equal to at least 80% of Energy Services’ net assets (exclusive of any deferred compensation due to Ferris, Baker Watts, Inc.); and

	•	C.J. Hughes’ shareholders shall have delivered their stock certificates to Energy Services.

C.J. Hughes’ obligations to effect the C.J. Hughes acquisition also are subject to the condition that Energy Services delivers the acquisition consideration to the paying agent on or before the closing date of the acquisition.

If the acquisition is not completed on or before August 30, 2008, either party may terminate the Merger Agreement.

Conduct of Business Pending the Completion of the C.J. Hughes Acquisition

The Merger Agreement contains various restrictions on the operations of C.J. Hughes before the effective time of the C.J. Hughes acquisition. In general, the Merger Agreement obligates C.J. Hughes to conduct its business in the ordinary course of business consistent with past practice and use reasonable efforts to preserve its business organization and assets. In addition, C.J. Hughes will take no action that would adversely affect or delay the ability of C.J. Hughes to perform its obligations under the Merger Agreement, adversely affect or delay the receipt of approvals or take any action that results in or is reasonably likely to have a material adverse effect on C.J. Hughes.

C.J. Hughes has agreed that prior to the effective time of the acquisition, except as otherwise provided in the Merger Agreement, or unless permitted by Energy Services, it will not:


	•	change or waive any provision of its certificate of incorporation, charter or bylaws;

	•	change the number of shares of its authorized or issued capital stock, issue any shares of stock held as treasury stock, issue any right or agreement relating to its capital stock or securities convertible into such shares, or split, combine or reclassify any shares of its capital stock, or redeem or otherwise acquire any shares of such capital stock;

	•	declare, set aside or pay any cash or stock dividend or other distribution in respect of its capital stock other than distributions for taxes attributable to 2007 and 2008 earnings;

	•	enter into, amend in any material respect or terminate any contract or agreement, including any settlement agreement with respect to litigation, involving a payment by C.J. Hughes of $100,000 or more;

	•	enter into any new line of business or introduce any new products;

	•	grant any bonus, severance or termination payment to, or enter into, renew or amend any employment agreement, severance agreement or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors, officers or employees;

	•	enter into or materially modify any pension, retirement, stock option, stock purchase, stock appreciation right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution or defined benefit plan not in the ordinary course of business consistent with past practice;

	•	merge or consolidate with any other corporation; sell or lease all or any substantial portion of its assets or business; make any acquisition of all or any substantial portion of the business or assets of any other person;

	•	sell or repurchase the capital stock of C.J. Hughes or dispose of any asset other than in the ordinary course of business consistent with past practice;

	•	incur any indebtedness for borrowed money, or guarantee any indebtedness, or subject any of its assets to any lien, pledge, security interest or other encumbrance;


	•	take any action which would result in any of its representations and warranties set forth in the Merger Agreement becoming untrue or in any of the conditions set forth in the Merger Agreement not being satisfied;

	•	waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing agreement or indebtedness, other than in the ordinary course of business, consistent with past practice;

	•	enter into, renew, extend or modify any other transaction with any affiliate;

	•	other than as contemplated by the Merger Agreement, take any action that would give rise to a right of payment to any individual under any employment agreement;

	•	make any capital expenditures in excess of $100,000 individually or $250,000 in the aggregate, other than pursuant to existing binding commitments and other than expenditures necessary to maintain existing assets in good repair;

	•	purchase or otherwise acquire, or sell or otherwise dispose of, any assets or incur any liabilities other than in the ordinary course of business consistent with past practices and policies;

	•	enter into any lease, contract or other commitment for its account involving a payment of more than $25,000 annually, or containing any financial commitment extending beyond 12 months from the date of the Merger Agreement;

	•	pay, discharge, settle or compromise any claim, action, litigation, arbitration or proceeding; other than any such payment, discharge, settlement or compromise in the ordinary course of business consistent with past practice that involves solely money damages in the amount not in excess of $50,000 individually or $100,000 in the aggregate;

	•	other than in the ordinary course of business consistent with past practice and pursuant to policies currently in effect, sell, transfer, mortgage, encumber or otherwise dispose of any of its material properties, leases or assets or cancel, release or assign any indebtedness of any such person, except pursuant to existing contracts or agreements; provided, however, that no sales may be made with recourse;

	•	fail to maintain all its properties in repair, order and condition no worse than on the date of the Merger Agreement other than as a result of ordinary wear and tear;

	•	revoke C.J. Hughes’ election to be taxed as an S Corporation within the meaning of Code Sections 1361 and 1362 or take or allow any action that may result in the termination of C.J. Hughes’ status as a validly electing S Corporation within the meaning of Code Sections 1361 and 1362;

	•	make or change any election in respect of taxes, adopt or change any accounting method in respect of taxes or otherwise, enter into any closing agreement, settle any claim or assessment in respect of taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of taxes, except as required by law, rule, regulation or GAAP; or


	•	agree to do any of the foregoing.

The Merger Agreement also contains other agreements relating to the conduct of the parties before consummation of the acquisition, including the following:

	•	Representatives of C.J. Hughes will confer with representatives of Energy Services as Energy Services may reasonably request regarding its business and operations. C.J. Hughes will also promptly notify Energy Services of any material change in the normal course of its business or operations, or the institution or threat of material litigation. C.J. Hughes will provide Energy Services with its internal monthly financial statements. C.J. Hughes will also give to Energy Services financial information as it might reasonably request;

	•	C.J. Hughes will give Energy Services reasonable access to its property, books, records and personnel and will furnish all information Energy Services may reasonably request;

	•	C.J. Hughes will maintain insurance as is reasonable to cover such rights as are customary in relation to the character and location of its properties and the nature of its business;

	•	C.J. Hughes will use all commercially reasonable efforts to obtain all necessary third party consents;

	•	Energy Services and C.J. Hughes will cooperate with each other in the preparation and filing of C.J. Hughes tax returns;

	•	C.J. Hughes will promptly advise Energy Services if a condition to C.J. Hughes’ obligations cannot be fulfilled and will not be waived;

	•	Energy Services and C.J. Hughes will use all reasonable efforts to take promptly all actions necessary, proper or advisable to consummate the acquisition; and

	•	Energy Services and C.J. Hughes will consult with each other regarding any public statements about the acquisition and any filings with any government entity.

See Article V and VI of the C.J. Hughes Merger Agreement, which is attached to this proxy statement as Annex B, for a more complete description of restrictions on the conduct of business of C.J. Hughes pending the acquisition.

Representations and Warranties in the Merger Agreement

Both Energy Services and C.J. Hughes have made certain customary representations and warranties to each other relating to their businesses in the Merger Agreement. These representations and warranties relate to, among other things:


	•	corporate organization with respect to both companies;

	•	absence of legal proceedings; and


	•	authorization, execution, delivery, performance and enforceability of the Merger Agreement, and required consents, approvals, orders and authorizations of governmental entities relating to the Merger Agreement and related matters.

C.J. Hughes also made representations and warranties to Energy Services regarding:

	•	capitalization;

	•	absence of material adverse changes or events;

	•	filing of tax returns, payment of taxes and other tax matters, including its status as an S corporation;

	•	certain material contracts, leases and defaults;

	•	ownership of property and insurance coverage;

	•	intellectual property;

	•	labor matters;

	•	compliance with applicable law;

	•	matters related to employee benefits;

	•	payment of fees of brokers, finders and financial advisors;

	•	environmental matters;

	•	customers and suppliers;

	•	C.J. Hughes’ inventory;

	•	accounts receivable;

	•	related party transactions;

	•	antitakeover provisions being inapplicable;

	•	termination of other negotiations;

	•	the C.J. Hughes shareholders acknowledging that the Energy Services common stock received in the acquisition has not been registered under the Securities Act or registered or qualified under any state securities law and cannot be resold without registration under, or pursuant to an exemption from, the Securities Act;

	•	product warranties; and

	•	providing information for this proxy statement.

For information on these representations and warranties, please refer to Article III and IV of the Merger Agreement attached as Annex B. The representations and warranties must generally be true through the completion of the acquisition. See “Conditions to the C.J. Hughes Acquisition.”

Termination of the Merger Agreement

The Merger Agreement may be terminated at or prior to the completion of the acquisition, either before or after any requisite stockholder approval by:


	•	the mutual written consent of Energy Services and C.J. Hughes;

	•	by either party (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement) if the other party breaches any of the representations or warranties set forth in the Merger Agreement (subject to the standard set forth therein), which breach by its nature cannot be cured prior to August 30, 2008 or shall not have been cured within 30 days after written notice of such breach by the terminating party to the other party;

	•	by either party (provided that the terminating party is not then in breach of any representation, warranty, covenant or other agreement) if the other party fails to perform or comply in any material respect with any of the covenants, agreements or conditions to each party’s obligations to perform have not been satisfied, all as set forth in the Merger Agreement, which failure by its nature cannot be cured prior to August 30, 2008 or shall not have been cured within 30 days after written notice of such failure by the terminating party to the other party;

	•	at the election of either party, if the closing has not occurred by August 30, 2008, or such later date as agreed to in writing by the parties, unless the failure of the closing to have occurred by such date was due to the terminating party’s willful breach of any representation or warranty or material breach of any covenant or other agreement contained in the Merger Agreement;

	•	by either party if a regulatory authority whose approval is required in connection with the acquisition does not approve the Merger Agreement or the transactions contemplated thereby, or has stated that it will not issue the required approval or nonobjection, or any court or other governmental authority issues an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acquisition; and

	•	by either party, if Energy Services is unable to obtain stockholder approval of each of the ST Pipeline and C.J. Hughes acquisitions.

Fees and Expenses

Each party will pay its own costs and expenses incurred in connection with the C.J. Hughes acquisition, except as described above.

Waiver and Amendment of the Merger Agreement

Prior to the completion of the C.J. Hughes acquisition and subject to applicable law, Energy Services and C.J. Hughes may extend the time for performance of any obligations under the Merger Agreement, waive any inaccuracies in the representations and warranties contained in the Merger Agreement and waive compliance with any agreement or condition of the Merger Agreement.

The Merger Agreement may be amended at any time by mutual agreement of Energy Services and C.J. Hughes.

DIRECTORS AND EXECUTIVE OFFICERS FOLLOWING COMPLETION
OF THE ACQUISITIONS

If the acquisitions are completed, the directors and executive officers of Energy Services will remain unchanged.


Name	Age	Position

Marshall T. Reynolds	72	Chairman, Chief Executive Officer and Corporate Secretary

Jack M. Reynolds	43	Director, President and Chief Financial Officer

Edsel E. Burns	57	Director

Neal W. Scaggs	72	Director

Joseph L. Williams	63	Director

Our officers and directors have agreed not to receive any compensation until a recommendation has been made by a compensation committee which has not yet been established and such recommendation has been approved by the board. Such compensation committee will be comprised of independent directors as such term is defined by the rules of the American Stock Exchange, or such other exchange as Energy Services’ securities may in the future be listed. Because Energy Services has made a determination to postpone such discussions until after the closing of the transaction and the formation of the compensation committee, you will not have information you may deem material to your decision on whether or not to vote in favor of the acquisitions.

Interests of Energy Services Directors and Officers in the Completion of the ST Pipeline and C.J. Hughes Acquisitions

In considering the recommendation of the board of directors of Energy Services to vote for the proposal to adopt the acquisitions, you should be aware that certain members of Energy Services’ board, and their affiliates and associates, have agreements or arrangements that provide them with interests in the acquisitions that differ from, or are in addition to, those of Energy Services stockholders generally. In particular:


	•	Energy Services’ officers and directors, together with their affiliates and associates, purchased a total of 2,150,000 shares of Energy Services common stock prior to Energy Services’ initial public offering, and Energy Services’ Chairman and Chief Executive


		Officer purchased 325,000 units in the initial public offering, consisting of 325,000 initial public offering shares and 650,000 warrants. These shares, without taking into account any discount that may be associated with certain restrictions on these shares, collectively have a market value of $14.5 million, based on Energy Services’ share price of $5.85 as of March 31, 2008. The 2,150,000 shares acquired prior to Energy Services’ initial public offering by these individuals cannot be sold until the first anniversary of the acquisitions, during which time the value of the shares may increase or decrease; however, since such shares were acquired for $0.01 per share, the holders are likely to benefit from the acquisitions, notwithstanding any decrease in the market price of the shares.

	•	Energy Services’ officers and directors, together with their affiliates and associates, own a total of 3,766,923 of Energy Services’ warrants, 650,000 of which were purchased by Mr. Marshall T. Reynolds as part of his purchase of units in the initial public offering. These warrants, without taking into account any discount that may be associated with the restrictions on the transfer of such warrants, collectively have a market value of $3.1 million, based on Energy Services’ warrant price of $0.83 as of March 31, 2008. The warrants held by Energy Services’ officers and directors and their affiliates and associates (as well as all other warrants) will expire and become worthless if the acquisitions are not approved and Energy Services fails to complete an alternative transaction within the time allotted pursuant to its certificate of incorporation.

	•	If the acquisitions are not approved and Energy Services fails to complete an alternative transaction within the time allotted pursuant to its certificate of incorporation and Energy Services is therefore required to liquidate, the shares of common stock beneficially owned by Energy Services’ officers and directors and their affiliates and associates that were acquired prior to Energy Services’ initial public offering may be worthless because no portion of the net proceeds of Energy Services’ initial public offering that may be distributed upon liquidation of Energy Services will be allocated to such shares.

	•	After the completion of the acquisitions, Marshall T. Reynolds will continue to serve as Energy Services’ Chief Executive Officer and as Chairman of the Energy Services board and Jack Reynolds will continue to serve as Energy Services’ President. It is expected that the directors will continue to serve on Energy Services’ board of directors. Such individuals, will, following the acquisitions, be compensated in such manner, and in such amounts, as determined by the independent members of Energy Services’ board of directors. At present, no employment agreements have been entered into with, nor have there been any discussions regarding the terms of employment of, Energy Services’ officers. It is contemplated that if the acquisitions are approved, the compensation and other terms of employment of Energy Services’ officers will be determined by a compensation committee which has not yet been formed and will be commensurate with the compensation packages of comparable level executives at similarly situated companies in the energy services industry. Such compensation committee will be comprised of independent directors, as such term is defined by the rules of the American Stock Exchange, or such other exchange as Energy Services’ securities may in the future be listed. Messrs. Marshall T. Reynolds and Jack Reynolds have agreed not to receive any compensation until a recommendation has been made by such committee and approved by the board. Because Energy Services has made a determination to postpone such discussions until after the closing of the transactions and the formation of the compensation committee, you will not have information you may deem material to your decision on whether or not to vote in favor of the acquisitions.


	•	C.J. Hughes may be deemed an affiliate of Energy Services by virtue of having common shareholders, directors and management. Marshall T. Reynolds, our Chairman of the Board, Chief Executive Officer and Secretary, and Neal W. Scaggs, one of our directors, are shareholders of C.J. Hughes, Mr. Scaggs is a director of C.J. Hughes and Edsel R. Burns, one of our directors, is the president, director and a shareholder of C.J. Hughes. Consequently, they have an interest in the completion of the acquisition of C.J. Hughes which may be different from their interests as shareholders and directors of Energy Services. Based on the consideration to be paid to C.J. Hughes shareholders, Messrs. Reynolds, Scaggs and Burns will receive total merger consideration of $3,320,691, $1,679,953 and $1,679,953, respectively, in cash and Energy Services common stock, in connection with the acquisition of C.J. Hughes. As part of their payment, Messrs. Reynolds, Scaggs and Burns will receive 289,561, 146,490 and 146,490 shares of Energy Services common stock, respectively. In addition, it is expected that Mr. Burns will continue as president of C.J. Hughes following completion of the acquisition.


	Current ownership Energy Services Stock				To be received from C.J. Hughes Acquisition								Pro Forma Energy Services Ownership

	Shares		Percent		Total Value		Cash		Stock		Shares of Stock		Shares			Percent

Marshall T. Reynolds		862,500	8.02	%	$	3,320,691	$	1,660,345	$	1,660,345		289,561		1,152,061		8.40	%
Jack Reynolds		430,000	4.00	%	$	—	$	—	$	—		—		430,000		3.14	%
Edsel R. Burns		537,500	5.00	%	$	1,679,953	$	839,977	$	839,977		146,491		683,991		4.99	%
Neal W. Scaggs		107,500	1.00	%	$	1,679,953	$	839,977	$	839,977		146,491		253,991		1.85	%
Joseph L. Williams		107,500	1.00	%	$	—	$	—	$	—		—		107,500		0.78	%
Douglas V. Reynolds		430,000	4.00	%	$	5,079,076	$	2,539,538	$	2,539,538		442,891		872,891		6.36	%

Total		2,475,000	23.02	%										3,500,434	⁽¹⁾	25.5	%⁽¹⁾



(1)	Assumes that 13,714,772 shares of Energy Services’ common stock are outstanding after the C.J. Hughes Acquisition and that no shares are subject to redemption.

In addition, see “Proposal II—Approval of the C.J. Hughes Acquisition—Potential Negative Factors—Interests of Energy Services’ management, directors and affiliates” for information regarding the current common stock ownership of Energy Services initial shareholders, the Merger Consideration they will receive as a result of the C.J. Hughes Acquisition and their pro forma common stock ownership.

Energy Services’ board of directors was aware of these agreements and arrangements during its deliberations on the merits of each of the acquisitions and in determining to recommend to the stockholders of Energy Services that they vote for the adoption of each of the acquisition proposals.

OPINION OF LEGACY CAPITAL FUND, INC.

Satisfaction of Fair Market Value Requirement

Under our Certificate of Incorporation, the initial target business that we acquire must have a fair market value equal to at least 80% of our net assets at the time of the acquisition. The level of our net assets (excluding the deferred non-accountable expense allowance of the underwriters held in trust) as of February 29, 2008 is $50,613,533.

Our Certificate of Incorporation provides that “fair market value” for this purpose is to be determined by our board of directors. It states that “… the fair market value shall be determined by the

Board of Directors of the Corporation based upon financial standards generally accepted by the financial community, such as actual and potential sales, earnings and cash flow and book value.” If the initial target business is an affiliate (as defined under the general rules and regulations of the Securities Act of 1933) of the Corporation or any members of its Board of Directors or its officers or its initial shareholders, then the Corporation shall obtain an opinion with regard to such fair market value from an unaffiliated, independent investment banking firm that is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, because C.J. Hughes, one of the initial target companies, is an affiliate of the Corporation, the Board of Directors has retained Legacy Capital Fund, Inc. (“Legacy”), a FINRA member, to render an opinion as to whether the transaction is fair, from a financial point of view, to the unaffiliated shareholders of the Corporation and whether the aggregate fair market value of the target companies will equal at least 80% of the net asset value of the Corporation.

Our board of directors has determined that our proposed acquisitions of ST Pipeline and C.J. Hughes will, on an aggregate basis, satisfy the fair market value requirement of our Certificate of Incorporation. This determination was based upon our board members’ views of the standards referred to in our Certificate of Incorporation, as reflected in our due diligence investigation of ST Pipeline and C.J. Hughes and the discussion elsewhere in this proxy statement, including the historical and potential performance of ST Pipeline and C.J. Hughes. As explained above, each member of our board of directors at the time of this determination had experience as an executive officer of a business, has experience in buying and selling businesses and is familiar with business valuations, particularly in the U.S. industrial services sector.

In addition, our board of directors received a written opinion dated March 18, 2008 from Legacy that, as of the date thereof and based upon and subject to the assumptions, factors, qualifications and limitations set forth therein and described below, that the fair market value of ST Pipeline and C.J. Hughes will be equal to at least 80% of our net assets at the time of the acquisition.

Fairness Opinion of Legacy Capital Fund, Inc.

As described above, our board of directors has received a written opinion dated March 18, 2008 (the “Opinion”) from Legacy that, as of the date thereof and based upon and subject to the assumptions, factors, qualifications and limitations set forth therein and described below, the aggregate consideration to be paid by us in the acquisitions is fair, from a financial point of view, to our stockholders who are unaffiliated with C.J. Hughes and that the aggregate fair market value of ST Pipeline and C.J. Hughes will be equal to at least 80% of our net assets at the time of the acquisition.

A copy of Legacy’s Opinion is attached to this proxy statement as Annex D and is incorporated into this proxy statement by reference. In order to provide our stockholders with further information about the principal assumptions and analyses which Legacy made in connection with its preparation of the Opinion and which Legacy made available to our board of directors, Legacy has also prepared and delivered to our board for inclusion in this proxy statement a Supplement to Fairness Opinion (the “Supplement”), which describes in greater detail those principal assumptions and analyses. That Supplement is attached to this proxy statement as part of Annex D and incorporated in this proxy statement by reference. The description of the Opinion and the Supplement set forth below in this section of the proxy statement is qualified in its entirety by reference to the full text of the Opinion and the Supplement set forth in Annex D. We urge you to read the Opinion and the Supplement carefully and in their entirety for a description of the assumptions made, matters considered, procedures followed and limitations on the review undertaken by Legacy in rendering the Opinion.

While Legacy rendered its Opinion and provided certain additional information and analyses to our board of directors (as described in the Supplement), Legacy was not requested to and did not make any recommendation to our board of directors or management as to the specific form or amount of the

consideration to be paid by us in the acquisition, which was determined through negotiations among us and ST Pipeline and C.J. Hughes prior to the obtaining Legacy’s Opinion. Legacy’s Opinion and the Supplement, which are directed to our board of directors, address only the fairness, from a financial point of view, of the consideration to be paid by Energy Services in the acquisition and the relationship of the fair market value of ST Pipeline and C.J. Hughes to our net assets. The Opinion and the Supplement do not address Energy Services’ underlying business decision to participate in the acquisitions and does not constitute a recommendation to any Energy Services stockholder as to how any stockholder should vote with respect to the acquisition.

As is customary for fairness opinions given by investment banking firms in connection with similar acquisitions, Legacy addressed the Opinion and the Supplement to our board of directors. As part of its engagement, Legacy has consented to inclusion in this proxy statement of a copy of the Opinion and the Supplement and has reviewed the summary of the Opinion and the Supplement which is included in this section of this proxy statement. Neither the Opinion nor the Supplement contains any direct or indirect disclaimer to the effect that either such document is solely for the benefit of Energy Services special committee and board of directors or that Energy Services’ stockholders are not entitled to rely upon such documents. Legacy has advised Energy Services that, in the event any Energy Services stockholder were in the future to assert any claim directly against Legacy based upon the Opinion and the Supplement, Legacy would then decide, based upon such judicial guidance as is then available, whether or not to assert a defense to any such claim based on the position that the Opinion and the Supplement are addressed to our board of directors. Accordingly, we cannot predict whether or not, notwithstanding Legacy’s consent and review as described above, Legacy might then assert any such defense to any such claim. We are not aware of any definitive decision under either the law of Delaware (which governs the engagement between Legacy and us with respect to the Opinion and the Supplement) or of any other state which sets forth the extent, if any, to which our stockholders are entitled to directly rely upon the Opinion or the Supplement should any such stockholder attempt to assert a claim directly against Legacy. If any stockholder were to assert any such claim directly against Legacy and Legacy were to assert any such defense, the extent, if any, to which Legacy has direct responsibilities to our stockholders would therefore need to be resolved by judicial proceedings between Legacy and any such stockholder in a court of competent jurisdiction. However, the availability or non-availability of such a defense for Legacy will have no effect on the rights and responsibilities of our board of directors under governing state law, or the rights and responsibilities of our board of directors or Legacy under the federal securities laws.

Background

Legacy, as part of its investment banking services, is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, private placements, capital restructuring and valuations for corporate and other purposes. Legacy is a member of FINRA and is a registered licensed broker-dealer. On March 7, 2008, our board of directors engaged Legacy to review the terms of our proposed transactions with ST Pipeline and C.J. Hughes and prepare an opinion (whether favorable or not) as to whether the aggregate purchase consideration is fair, from a financial point of view, to the stockholders of Energy Services that are not affiliated with C.J. Hughes and whether the aggregate fair market value of ST Pipeline and C.J. Hughes will be equal to at least 80% of our net assets at the time of the acquisitions. Because of the existing relationships between C.J. Hughes and certain of our officers and directors or their affiliates, our board of directors advised Legacy that its opinion should address the fairness of the purchase consideration to our stockholders who are unaffiliated with C.J. Hughes, as opposed to our stockholders as a whole. Except for such engagement, no other material relationship exists or has existed within the past two years between Legacy and Energy Services. Pursuant to the engagement letter dated March 7, 2008, we paid Legacy a fee of $50,000 for the Opinion, and such payment was not contingent upon the successful completion of the acquisitions.

In performing its analyses, for the purposes of the Opinion, Legacy, among other things:


	1.	Reviewed the merger agreement between ST Pipeline and Energy Services dated January 22, 2008 and the merger agreement between C.J. Hughes and Energy Services dated February 21, 2008. Legacy also reviewed the Asset Purchase Agreement between C.J. Hughes and Nitro Electric Company, LLC (“Nitro”) dated April 10, 2007 for or the acquisition of certain of the tangible and intangible assets of Nitro;

	2.	Reviewed internal financial information and management reports that describe the history and future prospects of ST Pipeline and C.J. Hughes’ business (which includes the history and future prospects of Nitro). Additionally, Legacy also reviewed a comprehensive assortment of due diligence documents prepared by Energy Services’ management and consultants that describe ST Pipeline’s and C.J. Hughes’ current and historical ownership, financing, legal matters, insurance, sales and marketing, regulatory, and numerous other miscellaneous matters;

	3.	Reviewed non-public information and other data with respect to ST Pipeline and C.J. Hughes, including audited financial statements for the two full years ended December 31, 2007 and December 31, 2006. Additionally, Legacy also reviewed unaudited interim financial statements for the month of January, 2008;

	4.	Reviewed financial projections including income statements and balance sheets for the five years ending December 31, 2012 as prepared by ST Pipeline and C.J. Hughes’ management (the “Financial Projections”). Legacy tested all of the major assumptions and calculations of the Financial Projections including the working capital and capital expenditures assumptions and concluded that the calculations were accurate and that the underlying assumptions appear reasonable;

	5.	Performed valuation analyses of ST Pipeline and C.J. Hughes and concluded that the aggregate enterprise value of the companies is between $75 million and $98 million. Legacy used widely accepted principles of financial analysis and valuation theory in our valuation analyses of ST Pipeline and C.J. Hughes. Legacy used fair market value as the standard of value. Fair market value is defined by Revenue Ruling 59-60, as “the amount at which the property would change hands between a willing buyer and willing seller, when the former is not under any compulsion to buy, and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.” Legacy has assumed a covenant not to compete in the definition of fair market value;

	6.	Reviewed publicly available financial information and other data with respect to Energy Services, including the public offering document on Form S-1 filed August 30, 2006 and the quarterly report on Form 10-Q for the three months ended September 30, 2007;

	7.	Reviewed certain publicly available information concerning the trading of, and the trading market for Energy Services’ common stock, units, and warrants;

	8.	Reviewed various publications in order to understand the key demand drivers and market indicators and economic outlook for these industries;

	9.	Discussed with Energy Services management the background of the acquisitions;

	10.	Discussed the Financial Projections with senior management of ST Pipeline and C.J. Hughes regarding the historical, current, and future projected financial condition and operating results of the companies. Legacy discussed with management of ST Pipeline


		and C.J. Hughes the nature of the contracting business, noting that many contracts are on a competitive bid basis, but also noting that historical performance, quality of service, special expertise and other factors may effect the awarding of contracts with private parties. Legacy also discussed with management of the companies their respective competitors; and

		11. Performed such other analyses and examinations, as we deemed appropriate.

In arriving at its Opinion, Legacy relied upon and assumed the accuracy, completeness and reasonableness of all of the financial and other information that was used without assuming any responsibility for any independent verification of any such information. Legacy also relied upon the assurances of ST Pipeline and C.J. Hughes’ management that they were not aware of any facts or circumstances that would make any such information incomplete or misleading. Legacy assumed that any financial models reviewed by it were reasonably prepared on a basis reflecting the best estimates and information available as of the date of the Opinion. Legacy also assumed that the stock purchase agreements and the related documents, which it reviewed, contained all material economic terms of the final agreements.

In connection with its analyses for purposes of the Opinion, Legacy did not apply an asset (or cost) approach to ST Pipeline or C.J. Hughes because Legacy believed such an approach is more appropriate for valuation of a liquidating entity rather than an entity (such as ST Pipeline and C.J. Hughes) that will continue to operate in the foreseeable future and will be able to realize returns on assets and discharge liabilities in the normal course of operations.

In connection with rendering the Opinion, Legacy performed certain financial, comparative and other analyses as summarized below. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial and comparative analysis and the application of those methods to the particular circumstances. Therefore, such an opinion is not readily susceptible to summary description. Accordingly, Legacy believes that its analyses must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying the Opinion. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses actually may be sold. The Opinion is necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, March18, 2008. Accordingly, although subsequent developments may affect the Opinion, Legacy has not assumed any obligation to update, review or reaffirm the Opinion.

Each of the analyses conducted by Legacy was carried out to provide a different perspective on the acquisition, and to enhance the total mix of information available. Legacy did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support the Opinion. Further, the summary of Legacy’s analyses described below is not a complete description of the analyses underlying the Opinion.

The analyses performed were prepared solely as part of Legacy’s Opinion, and were provided to Energy Services’ board of directors in connection with the delivery of the Opinion. The Opinion was just one of the many factors taken into account by Energy Services’ board of directors in making their determinations to recommend shareholder approval of the acquisition, including those described elsewhere in this proxy statement. Furthermore, as described throughout this proxy statement, certain developments with respect to ST Pipeline and C.J. Hughes’ operations, performance and forecasts may have occurred since March 18, 2008 when Legacy delivered its Opinion. Therefore, our board of directors believes that its continued reliance on Legacy’s Opinion, as one of the many factors they have

considered in deciding to continue to approve the acquisition as of the date of this proxy statement, is appropriate.

Business valuations necessarily require the exercise of judgment when conducting comparative analyses because no two companies and no two transactions are exactly alike. Legacy’s judgments were based upon its observations of ST Pipeline and C.J. Hughes’ financial characteristics in view of the financial characteristics of companies from the samples of companies, which Legacy found to be generally comparable to ST Pipeline and C. J. Hughes. As described below, in Legacy’s valuation, the results of these assessments were, with respect to the two market approaches, to make adjustments to selected market multiples to account for discrepancies between ST Pipeline and C.J. Hughes and the companies from each sample. Another material assumption was made relating to ST Pipeline’s operating results for 2007. Based on Legacy’s analysis, these results are considered to be not representative of the company’s ongoing operating performance, because 2007 operating results included income received from a significant contract that was performed during 2007. Because of this significant contract, the 2007 operating results were substantially higher than historical averages, and it is not expected that the income level of 2007 would be repeated in 2008. Therefore they did not include the 2007 operating results in the two market approach methods. Rather, the 2006 operating results and the 2008 projections were used to more closely indicate the company’s ongoing operating performance for the purpose of this analysis. Furthermore, to determine an appropriate discount rate in connection with its discounted cash flow analysis, Legacy assessed ST Pipeline and C.J. Hughes’ relative risks, in addition to applying other objective criteria. These adjustments and determination were all within the accepted standards of business valuation practice. If the adjustments and determination were different, it is possible that the final estimated range of ST Pipeline and C.J. Hughes’ enterprise value would have been higher or lower than the range presented in Legacy’s report.

The financial review and analyses include information presented in tabular format. To fully understand Legacy’s financial review and analyses, the tables must be read together with the text presented. The tables alone are not a complete description of the financial review and analyses and considering the tables alone could create a misleading or incomplete view of Legacy’s financial review and analyses.

Purchase Consideration Calculation

Legacy determined that the purchase consideration to be paid by Energy Services in connection with the acquisition of ST Pipeline and C.J. Hughes will be $68 million. This amount reflects $36.2 million of cash to be paid at the closing (including $3 million in deferred payments), the $17 million value of 2,964,771 shares of Energy Services to be issued at the closing (based on a deemed per share price of $5.734, which was the 5-day average stock price immediately prior to the announcement of the signing of the letter of intent for the C.J. Hughes acquisition and before any discount in the value of the share due to the fact that the shares will not be registered when issued) and the assumption of approximately $14.9 million in long term debt of C.J. Hughes and $230,000 in long term debt of ST Pipeline. Legacy concluded that the $10.7 million note payable to ST Pipeline’s shareholders would not have a material impact on the conclusions expressed in its opinion. Legacy based its conclusions on the fact that ST Pipeline had sufficient cash flow from receivables to result in a high likelihood that the note would be paid from previously earned profits.

Cash distributed to the ST Pipeline’s shareholders prior to closing was not considered part of the purchase consideration. These distributions relate to earnings of ST Pipeline prior to closing. Legacy considered the impact of the distributions on the sufficiency of working capital and on the valuation of ST Pipeline.

The common stock to be issued will not be registered with the Securities and Exchange Commission when issued. Therefore Legacy used a discount for lack of marketability of 10%. While some studies indicate a larger discount, ESAC has granted piggyback registration rights with respect to the shares issued in the C.J. Hughes transaction. Therefore Legacy deemed a 10% discount to be appropriate.

Valuation Overview

Based upon a review of the historical and projected financial data and certain other qualitative data (which are more fully described in the Supplement), Legacy determined the aggregate a range of values for ST Pipeline and C.J. Hughes utilizing an income approach and two market approaches for each of the companies as summarized in the following table:

ST Pipeline, Inc.
Indicated Value Range


					Enterprise Value

Discounted Cash Flow					27,300,000
Comparable Transactions					42,600,000
Comparable Transactions – Subset					43,200,000
Guideline Companies					36,600,000
Guideline Companies – Subset					29,200,000


	Low Case	High Case

Enterprise Value	30,200,000	42,200,000

CJ Hughes Construction Company, Inc.
Indicated Value Range


					Enterprise Value

Discounted Cash Flow					40,200,000
Comparable Transactions					59,000,000
Comparable Transactions – Subset					58,000,000
Guideline Companies					68,200,000
Guideline Companies – Subset					59,000,000


	Low Case	High Case

Enterprise Value	45,000,000	56,000,000

Combined Companies
Indicated Value Range


					Enterprise Value

Discounted Cash Flow					67,500,000
Comparable Transactions					101,600,000
Comparable Transactions – Subset					101,200,000
Guideline Companies					104,800,000
Guideline Companies – Subset					88,200,000


	Low Case	High Case

Enterprise Value	75,200,000	98,200,000

Income Approach: Discounted Cash Flow Analysis

Utilizing the financial projections for ST Pipeline and C.J. Hughes through their 2012 fiscal year (which are more fully described in the Supplement), Legacy determined the net present value of the net cash flow of the companies to determine the enterprise value for each of ST Pipeline and C.J. Hughes.

To arrive at a present value, Legacy applied a 29.3% discount rate for ST Pipeline and a 27.3% discount rate for C.J. Hughes to the net cash flow for each of the five years in the projection period as well as to a terminal net cash flow value. Legacy used this discount rate based on the cost of equity as determined by the capital asset pricing model, which was determined by Legacy by taking into consideration the risk-free rate of return for long-term U.S. Treasury securities, specific industry risks, size premiums, and company risks as they relate to ST Pipeline and C.J. Hughes. Based on such assumptions and methodology, Legacy calculated an enterprise value for ST Pipeline of $27.3 million and an enterprise value for CJ Hughes of $40.2 million for an aggregate enterprise value for ST Pipeline and C.J. Hughes of $67.5 million.

The Market Approach Using the Comparable Transaction Method

Legacy analyzed 10 private and public transactions, which had been completed between October 2005, and the date of the Opinion involving target companies in the pipeline construction and related industries that Legacy deemed relevant. The transactions that Legacy analyzed (which are described in greater detail in the Supplement) were as follows (listed by target company):


	Insitu Pipelines Limited
	TRC Construction Public Co. Ltd.
	Colt Engineering Corporation
	T.C. Backhoe and Directional, Inc.
	Trevor King Oilfield Services, Ltd.
	Waylan Maintenance, Ltd.
	NWP Construction
	Coverall Pipeline Construction, Ltd.
	Horizon Offshore, Inc.
	Orion Marine Group, Inc.

The enterprise value to EBITDA multiples of the transactions analyzed by Legacy ranged from 2.3x to 9.7x EBITDA. Legacy determined that the transaction with the 2.3x multiple of EDITDA is an outlier, and, based on its professional judgment, determined to exclude that transaction from the analysis. The remaining transactions had a median EBITDA multiple of 7.28x. Legacy noted that ST Pipeline and C.J. Hughes is smaller in terms of revenue and EBITDA than the median of the comparable transaction target companies. Therefore, Legacy discounted the implied valuation by 20% to adjust for these factors. Legacy also considered the Trevor King Oilfied Services transaction as a subset of the comparable group because its size and operations appear to be most comparable to the size and operations of ST Pipeline and C.J. Hughes.

Legacy calculated an enterprise value for ST Pipeline of $42.6 million to $43.2 million and an enterprise value for C. J. Hughes of $58.0 million to $59.0 million using the comparable company method for an aggregate enterprise value of $101.2 million to $101.6 million.

The Market Approach Using the Guideline Company Method

The guideline company method analysis is a market approach, which compares the trading multiples of publicly, traded companies that are similar with respect to business model, operating sector, size or target market.

Legacy reviewed publicly traded companies on U.S. and Canadian exchanges and found seven companies that met their criteria for guideline companies. The publicly traded companies analyzed (which are described in greater detail in the Supplement) were as follows:


Company		Ticker Symbol

Chicago Bridge and Iron Company NV.		CBI
Flint Energy Services, LTD.		FES
Matrix Service Company		MTRX
North American Energy Partners, Inc..		NOA
Quanta Services, Inc.		PWR
Willbros Group, Inc.		WG
Enterprise Oilfield Group, Inc.		E

Legacy determined that ST Pipeline and C.J. Hughes were smaller in size and less diversified than the guideline companies. Accordingly, Legacy discounted the implied valuations from the guideline company group by 30% to adjust for these factors. Additionally, Legacy also considered Enterprise Oilfield Group as a subset of the comparable group because its size and operations appear to be most comparable to the size and operations of ST Pipeline and C.J. Hughes.

This analysis resulted in an enterprise value range for ST Pipeline of $29.2 million to $36.6 million and an enterprise value for C.J. Hughes of $59.0 million to $68.2 million, for an aggregate enterprise value range of $88.2 million to $104.8 million.

As noted above, none of the utilized companies is identical or directly comparable to ST Pipeline or C.J. Hughes. Furthermore, an analysis of publicly traded companies is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading of such companies.

The 80% Test

Legacy performed a test to determine that the aggregate fair market value of ST Pipeline and C.J. Hughes will be equal to at least 80% of net assets of Energy Services Acquisition Corp. at the time of the Transaction. The test was performed using both the minimum indicated value of ST Pipeline and the cash consideration plus debt assumed in the ST Transaction.

ST Pipeline and C.J. Hughes
80% Test


ESAC’s Book Value of Common Equity as of February 29, 2008(1)			$	50,613,533
80% of the Net Asset value of ESAC			$	40,490,826
With Indicated Value of ST
Minimum Value Indication ST	$	30,200,000
Minimum Value Indication CJH	$	44,900,000
Aggregate Minimum Value of ST and CJH			$	75,100,000

				PASS
With cash consideration plus debt assumed as value of ST
ST Cash plus Debt	$	19,400,000
Minimum Value Indication CJH	$	44,900,000
Aggregate Minimum Value of ST and CJH			$	64,300,000

				PASS
(1) From ESAC

Information Provided by Management

As more fully described in the Supplement, both ST Pipeline and C.J. Hughes’ management and our management provided information used by Legacy in connection with the foregoing analyses and in the rendering of the Opinion. The information provided included forward-looking statements and projections and was based upon a variety of assumptions, including ST Pipeline and C.J. Hughes’ ability to achieve strategic goals, objectives and targets over the applicable periods. These assumptions involve judgments with respect to future economic, competitive and regulatory conditions, financial market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond ST Pipeline and C.J. Hughes’ control. Many important factors, in addition to those discussed elsewhere in this proxy statement and in our filings with the SEC, could cause ST Pipeline and C.J. Hughes’ results to differ materially from those expressed or implied by these forward-looking statements. These factors include the competitive environment, economic and other market conditions in which the companies operate and matters affecting business generally, all of which are difficult to predict and many of which are beyond the companies’ control. Accordingly, we cannot assure you that the projections and assumptions on which Legacy based the Opinion are in fact indicative of ST Pipeline and C.J. Hughes future performance or that actual results will not differ materially from such projections.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated statements of income combine (i) the historical statement of income of Energy Services for the year ended September 30, 2007 and the statement of income for each of ST Pipeline and C.J. Hughes for the year ended December 31, 2007 and (ii) the historical statements of income of Energy Services, ST Pipeline and C.J. Hughes for the six months ended March 31, 2008, giving effect to the transactions as described in the Merger Agreements as if they had occurred at the beginning of the respective periods.

The preliminary purchase price allocation is based on information currently available. For ST Pipeline, the fixed asset fair value adjustment is based on an evaluation of current market prices for replacement equipment of similar age and condition. For C.J. Hughes, the fixed asset fair value adjustment is based upon an existing evaluation of a majority of the equipment. It is the intention of Energy Services to obtain updated equipment appraisals as of the date of the closing of the acquisition. The current fair value will be dependent on prevailing market conditions. Based on management’s knowledge of the industry and familiarity with that type of equipment it is not expected that the updated values will vary materially from the preliminary determination. Any adjustment to the fair value of the

equipment will result in an adjustment to recognized goodwill. Energy Services believes that the final purchase price allocations can be accomplished within 120 days of closing.

The preliminary purchase price allocation did not result in the recognition of other identifiable assets. The relevant accounting guidance was followed in reviewing both ST Pipeline and C.J. Hughes for recognizable intangible assets. Neither ST Pipeline nor C.J. Hughes was determined to have trademarks or other marketing related intangible assets. Additionally, no customer-related or contract related intangible assets were identified. Construction contracts are obtained on a competitive bid basis, and none contain provisions that would indicate a value above an expected return for the performance of the contract. It is not anticipated that any material identifiable intangible assets will be recorded in the final purchase price allocation.

The unaudited pro forma condensed consolidated balance sheet at March 31, 2008 and unaudited pro forma condensed consolidated statements of income for the six months ended March 31, 2008 and the fiscal year ended September 30, 2007 have been prepared using two different levels of approval of the transaction by the Energy Services stockholders, as follows:


	•	Assuming No Redemption: This presentation assumes that none of the Energy Services stockholders exercise their redemption rights; and

	•	Assuming Maximum Redemption: This presentation assumes that 19.99% of the Energy Services stockholders exercise their redemption rights.

Energy Services is providing this information to assist you in your analysis of the financial aspects of the transaction. The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements of Energy Services, ST Pipeline and C.J. Hughes and the related notes thereto included elsewhere in this proxy statement. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

Energy Services Acquisition Corp/ST Pipeline, Inc./C.J. Hughes Unaudited Pro Forma Condensed Consolidated Balance Sheet At March 31, 2008


	Assuming no Redemption
	Energy Services Acquisition Corp.		ST Pipeline			Pro Forma Adjustment			C.J. Hughes Construction			Pro Forma adjustments			Pro Forma Redemption Adjustments			Pro Forma Combined

Assets:
Cash	$	329,610	$	3,749,886		$	(3,749,886	)⁽¹⁾	$	1,284,442		$	(1,284,442	)⁽⁵⁾	$	16,502,420	⁽¹⁰⁾	$	16,682,030
																(150,000	)⁽¹²⁾
Cash and Cash Equivalents in trust		50,218,866		—			(16,466,446	)⁽⁴⁾		—			(17,250,000	)⁽⁷⁾		(16,502,420	)⁽¹⁰⁾		—
Cash held in trust from Underwriter		1,032,000		—			—			—			—			(1,032,000	)⁽¹¹⁾		—
Accounts receivable, including retainage		—		12,681,787			—			15,377,395			—			—			28,059,182
Costs and estimated earnings in excess of billings on uncompleted contracts		—		3,099,900			—			4,140,422			—			—			7,240,322
Prepaid expenses and inventory		408,778		722,127			—			2,068,752			—			—			3,199,657

Total current assets		51,989,254		20,253,700			(20,216,332	)		22,871,011			(18,534,442	)		(1,182,000	)		55,181,191
Total fixed assets (net of accumulated depreciation)		—		2,330,121			3,000,000	⁽³⁾		9,009,594			4,079,370	⁽⁶⁾		—			18,419,085

Goodwill and other intangibles		—		—			7,704,014	⁽⁴⁾		1,957,982			27,634,116	⁽⁷⁾		—			37,296,112
Other assets		—		111,364			—			—			—			—			111,364

Total assets	$	51,989,254	$	22,695,185		$	(9,512,318	)	$	33,838,587		$	13,179,044		$	(1,182,000	)	$	111,007,752

Liabilities and Stockholders’ Equity
Accounts payable	$	—	$	937,229		$	—		$	5,053,831		$	—		$	—		$	5,991,060
Accrued expenses		90,593		1,607,363			—			5,104,461			—			—			6,802,417
Line of credit		—		3,287			—			2,450,000			—			—			2,453,287
Current maturities of long term debt		—		214,107			1,000,000	⁽⁴⁾		1,494,432			—			—			2,708,539
Short term notes payable non-interest bearing		—		—			7,126,587	⁽¹⁾		—			481,994	⁽⁵⁾		—			7,608,581
Billings in excess of costs and estimated earnings on uncompleted contracts		—		—			—			455,800			—			—			455,800
Advances from stockholders		150,000		—			—			—			—			(150,000	)⁽¹²⁾		—
Due to underwriter		1,032,000		—			—			—			—			(1,032,000	)⁽¹¹⁾		—

Total current liabilities		1,272,593		2,761,986			8,126,587			14,558,524			481,994			(1,182,000	)		26,019,684
Deferred taxes		—		—			—			—			1,631,748	⁽⁶⁾		—			1,631,748
Long-term debt, less current maturities		—		294,294			2,000,000	⁽⁴⁾		7,331,540			—			—			9,625,834
Advances from stockholders long term		—		—			—			6,013,825			—			—			6,013,825

Total liabilities		1,272,593		3,056,280			10,126,587			27,903,889			2,113,742			(1,182,000	)		43,291,091

Common stock subject to possible redemption 1,719,140 shares at redemption value		10,245,048		—			—			—			—			(10,245,048	)⁽⁸⁾		—
Stockholders’ equity:
Preferred stock		—		—			—			—			—			—			—
Common stock par value		903		75,000			(75,000	)⁽⁴⁾		5,000			(4,704	)⁽⁷⁾		172	⁽⁸⁾		1,371
Additional paid-in-capital		38,462,662		—			—			4,733,001			12,266,703	⁽⁷⁾		10,244,876	⁽⁸⁾		65,707,242
Retained earnings		2,008,048		20,519,595			(10,876,473	)⁽¹⁾		1,542,798			(1,766,436	)⁽⁵⁾		—			2,008,048
													2,447,622	⁽⁶⁾
							3,000,000	⁽³⁾					(2,223,984	)⁽⁷⁾
							(12,643,122	)⁽⁴⁾
Less cost of treasury stock		—		(955,690	)		955,690	⁽⁴⁾		(346,101	)		346,101	⁽⁷⁾		—			—

Total stockholders’ equity		40,471,613		19,638,905			(19,638,905	)		5,934,698			11,065,302			10,245,048			67,716,661

Total liabilities and stockholders’ equity	$	51,989,254	$	22,695,185		$	(9,512,318	)	$	33,838,587		$	13,179,044		$	(1,182,000	)	$	111,007,752

Please see notes to unaudited pro forma financial statements.

Energy Services Acquisition Corp/ST Pipeline, Inc./C.J. Hughes Pro Forma Balance Sheet at March 31, 2008


	Assuming Maximum Redemption
	Energy Services Acquisition Corp.		ST Pipeline			Pro Forma Adjustment			C.J. Hughes Construction			Pro Forma adjustments			Pro Forma Redemption Adjustments			Pro Forma Combined

Assets:
Cash	$	329,610	$	3,749,886		$	(3,749,886	)⁽¹⁾	$	1,284,442		$	(1,284,442	)⁽⁵⁾	$	6,257,372	⁽¹⁰⁾	$	6,436,982
																(150,000	)⁽¹²⁾
Cash and Cash Equivalents in trust		50,218,866		—			(16,466,446	)⁽⁴⁾		—			(17,250,000	)⁽⁷⁾		(10,245,048	)⁽⁹⁾		—
																(6,257,372	)⁽¹⁰⁾
Cash held in trust from Underwriter		1,032,000		—			—			—			—			(1,032,000	)⁽¹¹⁾		—
Accounts receivable, including retainage		—		12,681,787			—			15,377,395			—			—			28,059,182
Costs and estimated earnings in excess of billings on uncompleted contracts		—		3,099,900			—			4,140,422			—			—			7,240,322
Prepaid expenses and inventory		408,778		722,127			—			2,068,752			—			—			3,199,657

Total current assets		51,989,254		20,253,700			(20,216,332	)		22,871,011			(18,534,442	)		(11,427,048	)		44,936,143
Total fixed assets (net of accumulated depreciation)		—		2,330,121			3,000,000	⁽³⁾		9,009,594			4,079,370	⁽⁶⁾		—			18,419,085
Goodwill and other intangibles		—		—			7,704,014	⁽⁴⁾		1,957,982			27,634,116	⁽⁷⁾		—			37,296,112
Other Assets		—		111,364			—			—			—			—			111,364

Total assets	$	51,989,254	$	22,695,185		$	(9,512,318	)	$	33,838,587		$	13,179,044		$	(11,427,048	)	$	100,762,704

Liabilities and Stockholder’ Equity
Accounts payable	$	—	$	937,229		$	—		$	5,053,831		$	—		$	—			5,991,060
Accrued expenses		90,593		1,607,363			—			5,104,461			—			—			6,802,417
Line of credit		—		3,287			—			2,450,000			—			—			2,453,287
Current maturities of long term debt		—		214,107			1,000,000	⁽⁴⁾		1,494,432			—			—			2,708,539
Short term notes payable non-interest bearing		—		—			7,126,587	⁽¹⁾		—			481,994	⁽⁵⁾		—			7,608,581
Billings in excess of costs and estimated earnings on uncompleted contracts		—		—			—			455,800			—			—			455,800
Loans from stockholders		150,000		—			—			—			—			(150,000	)⁽¹²⁾		—
Due to underwriter		1,032,000		—			—			—			—			(1,032,000	)⁽¹¹⁾		—

Total current liabilities		1,272,593		2,761,986			8,126,587			14,558,524			481,994			(1,182,000	)		26,019,684
Deferred taxes		—		—			—			—			1,631,748	⁽⁶⁾		—			1,631,748
Long-term debt, less current maturities		—		294,294			2,000,000	⁽⁴⁾		7,331,540			—			—			9,625,834
Advances from stockholders long term		—		—			—			6,013,825			—			—			6,013,825

Total liabilities		1,272,593		3,056,280			10,126,587			27,903,889			2,113,742			(1,182,000	)		43,291,091

Common stock subject to possible redemption 1,719,140 shares at redemption value		10,245,048		—			—			—			—			(10,245,048	)⁽⁹⁾		—
Stockholders’ equity:
Preferred stock		—		—			—			—			—			—			—
Common stock, par value		903		75,000			(75,000	)⁽⁴⁾		5,000			(4,704	)⁽⁷⁾		—			1,199
Additional paid-in-capital		38,462,662		—			—			4,733,001			12,266,703	⁽⁷⁾		—			55,462,366
Retained earnings		2,008,048		20,519,595			(10,876,473	)⁽¹⁾		1,542,798			(1,766,436	)⁽⁵⁾					2,008,048
							3,000,000	⁽³⁾					2,447,622	⁽⁶⁾
							(12,643,122	)⁽⁴⁾					(2,223,984	)⁽⁷⁾
Less cost of treasury stock		—		(955,690	)		955,690	⁽⁴⁾		(346,101	)		346,101	⁽⁷⁾		—			—

Total stockholders’ equity		40,471,613		19,638,905			(19,638,905	)		5,934,698			11,065,302			—			57,471,613

Total liabilities and stockholders’ equity	$	51,989,254	$	22,695,185		$	(9,512,318	)	$	33,838,587		$	13,179,044		$	(11,427,048	)	$	100,762,704

Please see notes to unaudited pro forma financial statements.

Energy Services Acquisition Corp.
ST Pipeline, Inc./C.J. Hughes
Pro Forma Condensed Consolidated Statement of Income
(unaudited)

Assuming No Redemption of Shares


	Energy Services Acquisition Corp. Year Ended September 30, 2007		ST Pipeline Year Ended December 31, 2007		ST Pipeline Pro Forma Adjustment			C.J. Hughes Year Ended December 31, 2007		C.J. Hughes Pro Forma Adjustments			Pro Forma Combined


Contract Revenues	$	—	$	100,385,098	$	—		$	75,305,234	$	—		$	175,690,332
Cost of Revenue		—		70,948,130		600,000	⁽¹⁾		68,096,279		815,874	⁽¹⁾		140,460,283

Gross Profit		—		29,436,968		(600,000	)		7,208,955		(815,874	)		35,230,049
General and administrative expenses		385,773		1,547,125		—			3,218,114	</