[Federal Register Volume 74, Number 214 (Friday, November 6, 2009)]
[Notices]
[Pages 57531-57533]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-26793]
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NUCLEAR REGULATORY COMMISSION
[NRC-2009-0193; Docket Nos. 50-220 and 50-410; Renewed License No. DPR-
63; Renewed License No. NPF-69]
In the Matter of EDF Development, Inc.; Constellation Energy
Nuclear Group, LLC; Nine Mile Point Nuclear Station, LLC (Nine Mile
Point Nuclear Station Unit Nos. 1 and 2); Order Superseding Order of
October 9, 2009, Approving Application Regarding Proposed Corporate
Restructuring
I
Nine Mile Point Nuclear Station, LLC (NMPNS, LLC or the licensee)
is the holder of Renewed Facility Operating License Nos. DPR-63 and
NPF-69, which authorize the possession, use, and operation of the Nine
Mile Point Nuclear Station, Unit Nos. 1 and 2 (NMP 1 and 2). The
facility is located at the licensee's site in Oswego, New York.
II
By letter dated January 22, 2009, as supplemented on February 26,
April 8, June 25, and July 27, October 15, October 19, October 25 (two
letters), October 26, and October 28, 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, consent to the indirect license transfers that would be
effected by the indirect transfer of control of CENG's ownership and
operating interests in NMP 1 and 2. The actions being sought are 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.
Following closing of the transfer of ownership interests in CENG to
EDF Development, EDF Development will hold a 49.99% ownership interest
in CENG; CEG will hold a 50.01% ownership interest in CENG through
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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 NMPNS, LLC and R.E. Ginna
Nuclear Power Plant, LLC, will convert to a Delaware limited liability
company by operation of law and become Constellation Nuclear Power
Plants, LLC, and will exist as an intermediate holding company between
CENG and NMPNS, LLC, R.E. Ginna Nuclear Power Plant, LLC, and Calvert
Cliffs Nuclear Power Plant, LLC by merger. No physical changes to the
facilities or operational changes are being proposed in the
application.
Approval of the transfer of the license is requested by the
applicants pursuant to 10 CFR 50.80. Notice of the request for approval
and opportunity for a hearing was published in the Federal Register on
May 6, 2009 (74 FR 21015). 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, 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, 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 amendment 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.
On October 9, 2009, the Commission issued, ``Order Approving
Application Regarding Proposed Corporate Restructuring and Approving
Conforming Amendments.''
By letter dated October 19, 2009, CENG explained that its January
22, 2009, application for the license transfers had anticipated nearly
concurrent completion of the proposed internal corporate restructuring
of the CEG subsidiaries and the proposed EDF acquisition of 44.99% of
CENG. After it filed its January 22, 2009, application, CENG learned
that the restructuring activities for the CEG subsidiaries will be
completed at least 8 days prior to closing the transaction involving
EDF and a revised operating agreement that will apply after the EDF
closing. In letters dated October 25 (two letters), 26, and 28, 2009,
CENG provided revised financial arrangements that will apply during the
period between the completion of the internal restructuring activities
and the acquisition of 44.99% of CENG by EDF.
The NRC concluded that modifications were needed to the cover
letter, the October 9, 2009, Order, and the safety evaluations in light
of the new information provided in CENG's letters of October 19 through
28, 2009. This Order contains those modifications and supersedes the
Order issued October 9, 2009.
The findings set forth above are supported by a modified NRC 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, it is hereby ordered that the Application regarding the indirect
license transfers related to the proposed corporate restructuring
actions and the planned investment by EDF Development, as described
herein, is approved, subject to the following conditions:
A. With regard to the direct and indirect transfers resulting from
the restructuring of the CEG subsidiaries:
(1) The financial arrangements resulting from the corporate
restructuring activities of the CEG subsidiaries are subject to the
following:
(a) The Inter-Company Credit Agreements (ICA) described in the
October 25, 2009, supplement to the Application shall be effective as
of the date of the direct and indirect transfers (whichever occurs
first) resulting from the restructuring of CEG subsidiaries and shall
be consistent with the representations contained in the Application.
CENG and NMPNS, LLC shall take no action to cause CEG, or their
successors and assigns, to void, cancel or materially modify the ICA 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 10 days after any funds are provided to CENG
or any of the licensees by CEG or EDF Development under any Support
Agreement.
(b) The Master Demand Notes described in the October 26, 2009,
supplement to the Application shall be effective as of the date of the
direct and indirect transfers (whichever occurs first) resulting from
the restructuring of CEG subsidiaries and shall be consistent with the
representations contained in the Application. CENG and NMPNS, LLC,
shall take no action to cause CEG, or their successors and assigns, to
void, cancel or materially modify the Master Demand Notes without the
prior written consent of the NRC staff.
B. With regard to the indirect transfers resulting from the
acquisition of 44.99% of CENG by EDF Development (EDF Closing):
(1) The ownership and governance arrangements in effect as of the
date of the indirect transfers to EDF Development are subject to the
following:
(a) The Operating Agreement included with the supplement dated
October 25, 2009, may not be modified in any material respect
concerning decisionmaking 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
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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.
(2) The financial arrangements applicable to the indirect transfers
resulting from the EDF Closing are subject to the following:
(a) The working capital and cash pooling arrangements described in
Article IV of the Operating Agreement included with the October 25,
2009 supplement to the Application, shall be effective as of the date
of the indirect transfers to EDF Development and shall be consistent
with the representations contained in the Application. CENG and NMPNS,
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 February 26, 2009
supplement to the Application shall be effective as of the date of the
indirect transfers to EDF Development; shall supersede the Inter-
Company Credit Agreements provided by CEG, Inc.; and shall be
consistent with the representations contained in the Application. CENG
and NMPNS, 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 Development under any Support Agreement.
(c) The Master Demand Notes described in the October 28, 2009
supplement to the Application, shall be effective as of the date of the
indirect transfers to EDF Development; shall supersede the Master
Demand Notes provided by CEG, Inc.; and shall be consistent with the
representations contained in the Application. CENG and NMPNS, 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 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 transfers of the licenses 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 supersedes the Order issued on October 9, 2009, and 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), October 15
(ML092920168), October 19 (ML092990101), October 25 (ML093000127 and
ML093000141), October 26 (ML093000506), and October 28, 2009
(ML092150712) and the SE (ML093010003) 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 30th day of October 2009.
For the Nuclear Regulatory Commission.
Eric J. Leeds,
Director, Office of Nuclear Reactor Regulation.
[FR Doc. E9-26793 Filed 11-5-09; 8:45 am]
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