[Federal Register Volume 74, Number 201 (Tuesday, October 20, 2009)]
[Notices]
[Pages 53770-53772]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-25166]
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NUCLEAR REGULATORY COMMISSION
[NRC-2009-0194; Docket Nos. 50-317, 50-318, 72-8; Renewed License No.
DPR-53; Renewed License No. DPR-69; License No. SNM-2505]
In the Matter of Constellation Energy Nuclear Group, LLC; EDF
Development, Inc.; Calvert Cliffs Nuclear Power Plant, Inc.; Calvert
Cliffs Nuclear Power Plant, LLC (Calvert Cliffs Nuclear Power Plant,
Unit Nos. 1 and 2, and Calvert Cliffs Independent Spent Fuel Storage
Installation); Order Approving Application Regarding Proposed Corporate
Restructuring and Approving Conforming Amendments
I
Calvert Cliffs Nuclear Power Plant, Inc. (CCNPP, Inc. or the
licensee) is the holder of Renewed Facility Operating License Nos. DPR-
53 and DPR-69, which authorize the possession, use, and operation of
Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 and 2 (CCNPP 1 and 2),
and of Material License No. SNM-2505, which authorizes the possession,
use, and operation of the Calvert Cliffs Independent Spent Fuel Storage
Installation (Calvert Cliffs ISFSI), and authorizes CCNPP, Inc. to
receive, possess, transfer, and store power reactor spent fuel at the
Calvert Cliffs ISFSI. The facilities are located at the licensee's site
in Calvert County, Maryland.
II
By letter dated January 22, 2009, as supplemented on February 26,
April 8, June 25, and July 27, 2009 (together, the application),
Constellation Energy Nuclear Group, LLC (CENG), on behalf of the
licensee and EDF Development, Inc. (EDF Development) (together, the
applicants), requested that the Nuclear Regulatory Commission (NRC, the
Commission), pursuant to Title 10 of the Code of Federal Regulations
(10 CFR) 50.80 and 10 CFR 72.50, consent to the indirect license
transfers that would be affected by the indirect transfer of control of
CENG's ownership and operating interests in CCNPP 1 and 2. The actions
being sought as a result of certain proposed corporate restructuring
actions in connection with a planned investment by EDF Development
whereby it would acquire a 49.99% ownership interest in CENG from
Constellation Energy Group, Inc. (CEG), the current 100% owner of CENG.
EDF Development is a U.S. corporation organized under the laws of the
State of Delaware and a wholly-owned subsidiary of E.D.F. International
S.A., a public limited company organized under the laws of France,
which is in turn a wholly-owned subsidiary of [Eacute]lectricit[eacute]
de France S.A., a French limited company. The applicants also requested
approval of the proposed direct transfer of licenses held under CCNPP,
Inc. to a new legal entity, CCNPP, LLC and approval of conforming
license amendments that would replace references to CCNPP, Inc. in the
license with references to CCNPP, LLC to reflect the transfer of
ownership and operating authority, specifically, to possess, use and
operate CCNPP 1 and 2 and to receive, possess, or use related licensed
materials under the applicable conditions and authorizations in the
CCNPP 1 and 2 license and for the ISFSI license.
Following the proposed transaction, EDF Development will hold a
49.99% ownership interest in CENG; CEG will hold a 50.01% ownership
interest in CENG through two new intermediate parent companies,
Constellation Nuclear, LLC and CE Nuclear, LLC, formed for non-
operational purposes. In addition, Constellation Nuclear Power Plants,
Inc., which is currently an intermediate holding company between CENG
and Nine Mile Point Nuclear Station, LLC and R.E. Ginna Nuclear Power
Plant, LLC, will convert to a Delaware limited liability company and
become Constellation Nuclear Power Plants, LLC, and will exist as an
intermediate holding company between CENG and CCNPP, LLC, Nine Mile
Point Nuclear Station, LLC, and R.E. Ginna Nuclear Power Plant, LLC.
[[Page 53771]]
CCNPP, Inc. will convert to CCNPP, LLC.
No physical changes to the facilities or operational changes are
being proposed in the application. The proposed conforming license
amendment would replace references to CCNPP, Inc. in the license with
references to CCNPP, LLC to reflect the proposed direct transfer of the
licenses.
Approval of the transfer of the license and the conforming license
amendment is requested by the applicants pursuant to 10 CFR 50.80, 10
CFR 50.90, and 10 CFR 72.50. Notice of the request for approval and
opportunity for a hearing was published in the Federal Register on May
7, 2009 (74 FR 21413). No hearing requests or petitions to intervene
were received. The NRC received comments from a member of the public in
Seattle, Washington, in an e-mail dated May 22, 2009. The comments did
not provide any information additional to that in the application, nor
did they provide any information contradictory to that provided in the
application.
Pursuant to 10 CFR 50.80 and 10 CFR 72.50, no license, or any right
thereunder, shall be transferred, directly or indirectly, through
transfer of control of the license, unless the Commission shall give
its consent in writing. Upon review of the information in the
application and other information before the Commission, and relying
upon the representations and agreements contained in the application,
the NRC staff has determined that the proposed indirect license
transfer of control of the subject license held by the licensee to the
extent such will result from the proposed corporate restructuring
actions in connection with the planned investment by EDF Development
whereby it will acquire a 49.99% ownership interest in CENG, and that
the direct transfer of CCNPP, Inc. to CCNPP, LLC, to the extent
affected by the proposed transaction as described in the application,
is otherwise consistent with applicable provisions of law, regulations,
and Orders issued by the NRC, pursuant thereto, subject to the
conditions set forth below. The NRC staff has further found that the
application for the proposed license amendment complies with the
standards and requirements of the Atomic Energy Act of 1954, as amended
(the Act), and the Commission's rules and regulations set forth in 10
CFR Chapter I; the facility will operate in conformity with the
application, the provisions of the Act, and the rules and regulations
of the Commission; there is reasonable assurance that the activities
authorized by the proposed license amendment can be conducted without
endangering the health and safety of the public and that such
activities will be conducted in compliance with the Commission's
regulations; the issuance of the proposed license amendments will not
be inimical to the common defense and security or to the health and
safety of the public; and the issuance of the proposed amendments will
be in accordance with 10 CFR part 51 of the Commission's regulations
and all applicable requirements have been satisfied.
The findings set forth above are supported by the NRC staff's
safety evaluation (SE) dated the same day as this Order.
III
Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the
Act, 42 U.S.C. Sections 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR
50.80 and 10 CFR 72.50, it is hereby ordered that the application
regarding the indirect license transfers and direct license transfers
related to the proposed corporate restructuring actions in connection
with the planned investment by EDF Development, as described herein, is
approved, subject to the following conditions:
(1) Before completion of the proposed transaction, CENG shall
provide the Director of the Office of Nuclear Reactor Regulation
satisfactory documentary evidence that CCNPP, LLC has obtained the
appropriate amount of insurance required of licensees under 10 CFR part
140 of the Commission's regulations.
(2) CCNPP, LLC may no longer rely exclusively on an external
sinking fund as its decommissioning funding assurance mechanism and
will be required to implement an alternate decommissioning funding
assurance mechanism, acceptable per NRC requirements outlined in 10 CFR
50.75(e)(1), which will be used to provide decommissioning funding
assurance.
(3) The ownership and governance arrangements as a result of the
proposed transaction, are subject to the following:
(a) The Operating Agreement included with the application dated
January 22, 2009, may not be modified in any material respect
concerning decision-making authority over ``safety issues'' as defined
therein without the prior written consent of the Director, Office of
Nuclear Reactor Regulation.
(b) At least half the members of CENG's Board of Directors must be
U.S. citizens.
(c) The Chief Executive Officer (CEO), Chief Nuclear Officer (CNO)
and Chairman of the Board of Directors of CENG must be U.S. citizens.
These individuals shall have the responsibility and exclusive authority
to ensure and shall ensure that the business and activities of CENG
with respect to the Calvert Cliffs, Unit Nos. 1 and 2, Calvert Cliffs
ISFSI, Nine Mile Point, Unit Nos. 1 and 2, and R.E. Ginna licenses are
at all times conducted in a manner consistent with the public health
and safety and common defense and security of the United States.
(d) CENG will establish a Nuclear Advisory Committee (NAC) composed
of U.S. citizens who are not officers, directors, or employees of CENG,
CEG or EDF Development. The NAC will report to and provide transparency
to the NRC and other U.S. governmental agencies regarding foreign
ownership and control of nuclear operations.
(e) CENG shall cause to be transmitted to the Director, Office of
Nuclear Reactor Regulation, within 30 days of knowledge of a filing
with the U.S. Securities and Exchange Commission, any Schedules 13D or
13G filed pursuant to the Securities and Exchange Act of 1934 that
disclose beneficial ownership of any registered classes of CEG stock.
(4) The financial arrangements resulting from the proposed
transaction, are subject to the following:
(a) The working capital and cash pooling arrangements described in
Article IV of the Operating Agreement included with the application
dated January 22, 2009, and supplement dated July 27, 2009, shall be
effective as of the date of the transfer and shall be consistent with
the representations contained in the application. CENG and CCNPP, LLC
shall take no action to cause CEG and/or EDF Development, or their
successors and assigns, to void, cancel or materially modify the
working capital and cash pooling arrangements in the Operating
Agreement without the prior written consent of the NRC staff.
(b) The Support Agreements described in the supplement to the
application dated February 26, 2009 (up to $290 million) shall be
effective as of the date of the transfer and shall be consistent with
the representations contained in the application. CENG and CCNPP, LLC
shall take no action to cause CEG and/or EDF Development, or their
successors and assigns, to void, cancel or materially modify the
Support Agreements as submitted without the prior written consent of
the NRC staff. CENG shall inform the Director of the Office of Nuclear
Reactor Regulation, in writing, no later than ten days after any funds
are provided to CENG or any of the licensees by CEG or EDF
[[Page 53772]]
Development under any Support Agreement.
(c) The Master Demand Notes described in the supplement to the
application dated July 27, 2009, shall be effective as of the date of
the transfer and shall be consistent with the representations contained
in the application. CENG and CCNPP, LLC, shall take no action to cause
CEG and/or EDF Development, or their successors and assigns, to void,
cancel or materially modify the Master Demand Notes without the prior
written consent of the NRC staff.
It is further ordered that, consistent with 10 CFR 2.1315(b), the
license amendment that makes changes, as indicated in Enclosure 2 to
the cover letter forwarding this Order, to conform the license to
reflect the subject direct license transfer is approved. The amendment
shall be issued and made effective at the time the proposed direct
license transfer is completed.
It is further ordered that CENG shall inform the Director of the
Office of Nuclear Reactor Regulation, in writing, of the date of
closing of the transfer of EDF Development's ownership and operating
interests in CENG at least 1 business day before the closing. Should
the transfer of the license not be completed within 1 year of this
Order's date of issuance, this Order shall become null and void,
provided, however, that upon written application and for good cause
shown, such date may be extended by Order.
This Order is effective upon issuance.
For further details with respect to this Order, see the initial
application dated January 22, 2009 (Agencywide Documents Access and
Management System (ADAMS) Accession No. ML090290101), as supplemented
by letters dated February 26 (ML090630426), April 8 (ML091000665), June
25 (ML091811094), and July 27, 2009 (ML092150712), and the SE with the
same date as this Order, which are available for public inspection at
the Commission's Public Document Room (PDR), located at One White Flint
North, 11555 Rockville Pike, Room O-1 F21 (First Floor), Rockville,
Maryland, and accessible electronically from the ADAMS Public
Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to
ADAMS, or who encounter problems in accessing the documents located in
ADAMS, should contact the NRC PDR Reference staff by telephone at 1-
800-397-4209 or 301-415-4737, or by e-mail at [email protected].
Dated at Rockville, Maryland, this 9th day of October 2009.
For the Nuclear Regulatory Commission.
Bruce S. Mallett,
Deputy Executive Director for Reactor and Preparedness Programs.
Michael F. Weber,
Director, Office of Nuclear Material Safety.
[FR Doc. E9-25166 Filed 10-19-09; 8:45 am]
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