[Federal Register Volume 77, Number 37 (Friday, February 24, 2012)]
[Notices]
[Pages 11165-11167]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-4323]
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NUCLEAR REGULATORY COMMISSION
[NRC-2011-0157]
Order Approving Application Regarding Proposed Corporate Merger
and Indirect Transfer of Licenses
[[Page 11166]]
In the Matter of
EXELON CORPORATION.
CONSTELLATION ENERGY GROUP, INC.
CALVERT CLIFFS NUCLEAR POWER PLANT,
LLC.
Calvert Cliffs Nuclear Power Plant, Docket Nos. 50-317 and 50-318.
Units 1 and 2. License Nos. DPR-53 and DPR-69.
Calvert Cliffs Independent Spent Docket No. 72-8.
Fuel Storage Installation. Materials License No. SNM-2505.
I
Calvert Cliffs Nuclear Power Plant, LLC (CCNPP, LLC or the
licensee), is the holder of Renewed Facility Operating License Nos.
DPR-53 and DPR-69, which authorizes the possession, use, and operation
of the Calvert Cliffs Nuclear Power Plant, Units 1 and 2 (CCNPP 1 and
2), and of Materials License No. SNM-2505, which authorizes the
possession and use and operation of the Calvert Cliffs Independent
Spent Fuel Storage Installation (ISFSI), and authorizes CCNPP, LLC 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 May 12, 2011, as supplemented on June 17, August
12, October 13, November 10, November 11, November 18, and November 22,
2011, and January 19, and January 25, 2012 (collectively, the
application), Exelon Generation Company, LLC (Exelon Generation),
acting on behalf of itself, Exelon Corporation (Exelon), and Exelon
Ventures Company, LLC (Exelon Ventures), and Constellation Energy
Nuclear Group, LLC (CENG), acting on behalf of itself, and the
licensee, requested that the U.S. 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 proposed
indirect license transfer of Renewed Facility Operating License Nos.
DPR-53 and DPR-69 and Materials License No. SNM-2505, that would be
effected by the indirect transfer of control of the ownership and
operating interests in CCNPP, LLC. The transfers being sought are a
result of the proposed merger between Exelon and one of CENG's parent
companies, Constellation Energy Group, Inc. (CEG), whereby CEG would be
merged into Exelon and ownership of CEG's 50.01 percent of CENG would
be transferred to Exelon. The remaining 49.99 percent ownership of CENG
is held by EDF, Inc.
The licensee is a direct wholly owned subsidiary of Constellation
Nuclear Power Plants, LLC, which, in turn, is a direct wholly owned
subsidiary of CENG.
The proposed merger will be accomplished in several steps and the
involvement of the following entities: CEG, Exelon, Exelon Generation,
Exelon Ventures, Bolt Acquisition Corporation (Bolt) (an Exelon
subsidiary formed for the sole purpose of merging with CEG), and
Constellation Nuclear, LLC (CNL) (a wholly owned subsidiary of CEG and
intermediate parent company of CCNPP, LLC). Following the closing of
the transfers, Exelon will be the ultimate parent company of CNL, CENG,
and the licensee.
Exelon Ventures and Bolt are direct wholly owned subsidiaries of
Exelon. Exelon Generation is a direct wholly owned subsidiary of Exelon
Ventures. First, the acquisition of CEG by Exelon will be effected by
the merger of Bolt with and into CEG, with CEG being the surviving
corporation. As a result of the merger, CEG will be a direct wholly
owned subsidiary of Exelon, and former CEG shareholders will become
shareholders of Exelon. Immediately after the merger, CEG will
distribute to Exelon, as a dividend, 100 percent of the equity
interests of several companies unrelated to CEG's nuclear and other
generation business, including Baltimore Gas and Electric Company.
Second, and concurrent with the distribution of CEG's equity interests
in RF HoldCo LLC (the holding company for Baltimore Gas and Electric
Company), CEG will merge into Exelon, resulting in the termination of
CEG's corporate existence. Exelon will then contribute 100 percent of
its equity interest in CEG to Exelon Ventures, which, in turn, will
contribute the equity interest to Exelon Generation, resulting in CEG
becoming a direct wholly owned subsidiary of Exelon Generation. CEG
will then cease to exist, making CNL a direct wholly owned subsidiary
of Exelon Generation. Exelon will indirectly own 100 percent of CNL
through its wholly owned subsidiary, Exelon Generation.\1\
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\1\ See Revised Figure 3, ``Post-Transaction Final
Organization,'' from letter dated November 11, 2011.
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CNL, through wholly owned subsidiaries, has a 50.01 percent
ownership interest in CENG; EDF Inc. has a 49.99 percent ownership
interest in CENG. EDF Inc. is a U.S. corporation organized under the
laws of the State of Delaware and is a wholly owned subsidiary of
E.D.F. International SAS, a limited company organized under the laws of
France, which is, in turn, a wholly owned subsidiary of
Electricit[eacute] de France SA, a French limited company. As a result
of the merger, CNL, as a direct subsidiary of Exelon Generation, will
continue to indirectly hold a 50.01 percent ownership interest in CENG;
EDF Inc. will continue to have a 49.99 percent ownership interest in
CENG. EDF Inc.'s 49.99 percent ownership interest in CENG is unaffected
by the merger of Exelon and CEG and associated indirect license
transfers.
No physical changes to the facilities or operational changes are
being proposed in the application.
Notice of the request for approval and opportunity for a hearing
was published in the Federal Register on July 7, 2011 (76 FR 39908). No
comments or hearing requests were received.
Pursuant to 10 CFR 50.80(a) 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 as supplemented and other information before the
Commission, and relying upon the representations and agreements in the
application, the NRC staff has determined that the proposed indirect
transfer of control of the subject licenses held by the licensee to the
extent such will result from the proposed merger of CEG and Exelon, as
described in the application, will not affect the qualifications of the
licensee to hold the respective licenses and is otherwise consistent
with the applicable provisions of law, regulations, and Orders issued
by the NRC pursuant thereto, subject to the conditions set forth below.
The findings set forth above are supported by a safety evaluation
(SE) dated February 15, 2012.
III
Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the
Atomic Energy Act of 1954, as amended (the
[[Page 11167]]
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 merger, as
described herein, is approved, subject to the following conditions:
1. All conditions contained in the ``Order Superseding Order of
October 9, 2009, Approving Application Regarding Proposed Corporate
Restructuring and Approving Conforming Amendments,'' dated October 30,
2009, concerning the corporate restructuring of CENG and associated
indirect and direct transfers of control of the operating licenses held
by CCNPP, LLC, shall remain in full force and effect and are
incorporated herein as if fully set forth, except as they are amended
herein.
2. The Nuclear Advisory Committee of Constellation Energy Nuclear
Group, LLC, shall prepare an Annual Report regarding the status of
foreign ownership, control, or domination of the licensed activities of
power reactors under the control, in whole or part, of Constellation
Energy Nuclear Group, LLC. The Report shall be submitted to the NRC
within 30 days of completion of the Nuclear Advisory Committee Report,
or by January 31 of each year (whichever occurs first). No action shall
be taken by Constellation Energy Nuclear Group, LLC, or any entity to
cause Constellation Nuclear, LLC, Exelon Generation, LLC, or their
parent companies, subsidiaries or successors to modify the Nuclear
Advisory Committee Report before submittal to the NRC. The Report shall
be made available to the public, with the potential exception of
information that meets the requirements for withholding such
information from public disclosure under the regulations of 10 CFR
2.390, ``Public Inspections, Exemptions, Requests for Withholding.''
3. Records of all votes by EDF Inc., or its representatives, on the
Constellation Energy Nuclear Group, LLC, Board of Directors and the use
of the Chairman's casting vote will be sent to the Nuclear Advisory
Committee and shall be reviewed by the Nuclear Advisory Committee to
ensure that no foreign interests have exercised foreign ownership,
control, or domination over the licensed activities of Calvert Cliffs
Nuclear Power Plant, Units 1 and 2, and the Calvert Cliffs ISFSI, and
that no action taken by a foreign interest involved with licensed
activities is inimical to the common defense and security. The results
of the Nuclear Advisory Committee's review shall be summarized in the
Nuclear Advisory Committee Report and shall include discussions of any
use of the Chairman's casting vote, determinations whether an exercise
of foreign ownership, control, or domination has occurred, or that
foreign involvement with licensed activities was inimical to the common
defense and security.
4. Exelon Generation, LLC shall enter into the $205 million Support
Agreement for Constellation Energy Nuclear Group, LLC, as described in
the November 11, 2011, supplement to the May 12, 2011, indirect license
transfer application, no later than the time the proposed transactions
and indirect license transfers occur. The Exelon Generation, LLC,
Support Agreement shall supersede the Support Agreement provided by
Constellation Energy Group, Inc., and shall be consistent with the
representations contained in the application. Constellation Energy
Nuclear Group, LLC, shall take no action to cause Exelon Generation,
LLC, or its successors and assigns, to void, cancel, or materially
modify the Support Agreement or cause it to fail to perform, or impair
its performance under the Support Agreement, without the prior written
consent of the NRC. The Support Agreement may not be amended or
modified without 30 days prior written notice to the Director of the
Office of Nuclear Reactor Regulation or his designee. An executed copy
of the Support Agreement shall be submitted to the NRC no later than 30
days after the completion of the proposed merger and the indirect
license transfers. Constellation Energy Nuclear Group, LLC, shall
inform the NRC in writing no later than 10 days after any funds are
provided to Constellation Energy Nuclear Group, LLC, or any of the
licensees by Exelon Generation, LLC, under the Support Agreement.
5. Upon consummation of the merger, Constellation Energy Nuclear
Group, LLC, shall submit to the NRC, the amended and restated
Constellation Energy Nuclear Group, LLC, Operating Agreement,
reflecting the terms set forth in the Settlement Agreement, including
the proposed revisions provided in the January 25, 2012, supplement to
the application. The amended and restated Operating Agreement may not
be modified in any respect concerning decisionmaking authority over
nuclear safety, security, and reliability without the prior written
consent of the Director, Office of Nuclear Reactor Regulation.
6. Should the proposed corporate merger not be completed within 1
year from the date of this Order, this Order shall become null and
void, provided, however, upon written application and good cause shown,
such date may be extended by Order.
It is further ordered that, after receipt of all required
regulatory approvals of the proposed indirect transfer action, Exelon
Generation shall inform the Director of the Office of Nuclear Reactor
Regulation in writing of the date of the closing of the corporate
merger of Exelon and CEG.
This Order is effective upon issuance.
For further details with respect to this Order, see the initial
application dated May 12, 2011 (Agencywide Documents Access and
Management System Accession No. ML11138A159), as supplemented by
letters dated June 17 (ML11173A067), August 3 (ML112150519), August 12
(ML11234A062), October 13 (ML113050083), November 10 (ML11335A024),
November 11 (ML113180265), November 18 (ML11325A258), and November 22,
2011 (ML113260456), and January 19 (ML12019A0346), and January 25, 2012
(ML12032A153), and the SE dated February 15, 2012, which are available
for public inspection at the Commission's Public Document Room (PDR),
located at One White Flint North, Public File Area 01 F21, 11555
Rockville Pike (first floor), Rockville, MD. Publicly available
documents created or received at the NRC are accessible electronically
through ADAMS in the NRC Library at 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 email to [email protected].
Dated at Rockville, Maryland, this 15th day of February 2012.
For the Nuclear Regulatory Commission.
Michele G. Evans,
Director, Division of Operating Reactor Licensing, Office of Nuclear
Reactor Regulation.
Catherine Haney,
Director, Office of Nuclear Material Safety and Safeguards.
[FR Doc. 2012-4323 Filed 2-23-12; 8:45 am]
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