[Federal Register Volume 77, Number 122 (Monday, June 25, 2012)]
[Pages 37936-37937]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-15424]



[NRC-2012-0044; Docket No. 50-423]

Central Vermont Public Service Corporation, Gaz M[eacute]tro 
Limited Partnership, Dominion Nuclear Connecticut, Inc. (Millstone 
Power Station, Unit 3); Order Approving Application Regarding Proposed 
Merger of Central Vermont Public Service Corporation and Gaz 
M[eacute]tro Limited Partnership and Indirect Transfer of License


    Dominion Nuclear Connecticut, Inc. (DNC or the licensee) is 
authorized to act as the agent for the joint owners of the Millstone 
Power Station, Unit 3 (MPS3), and has exclusive responsibility and 
control over the physical construction, operation, and maintenance of 
the facility as reflected in the Renewed Facility Operating License No. 
NPF-49. Central Vermont Public Service Corporation (CVPS), one of the 
joint owners, holds a 1.7303% minority interest in MPS3. MPS3 is 
located in the town of Waterford, Connecticut.


    By letter dated September 9, 2011, as supplemented on November 4, 
2011, April 6, 2012, and May 4, 2012 (collectively, the application), 
CVPS and Gaz M[eacute]tro Limited Partnership (Gaz M[eacute]tro) 
submitted an application requesting that the U.S. Nuclear

[[Page 37937]]

Regulatory Commission (NRC or the Commission) consent, pursuant to 
Title 10 of the Code of Federal Regulations (10 CFR) 50.80, to the 
indirect transfer of control of the operating license for MPS3 to the 
extent held by CVPS, resulting from the acquisition of CVPS by Gaz 
    The application states that on July 11, 2011, CVPS, Gaz 
M[eacute]tro, and Danaus Vermont Corp., an independent wholly owned 
subsidiary of Gaz M[eacute]tro formed as a merger subsidiary, entered 
into an Agreement and Plan of Merger. The merger agreement provides 
that Danaus Vermont Corp. will merge with and into CVPS, with CVPS 
continuing as the surviving corporation and an indirect wholly owned 
subsidiary of Gaz M[eacute]tro. As a result of the transaction, CVPS 
will become a direct subsidiary of Northern New England Energy 
Corporation, a Gaz M[eacute]tro subsidiary and holding company 
organized and existing under the laws of the State of Vermont and 
formed to own Gaz M[eacute]tro's energy-company investments in the 
United States.
    According to the application, CVPS is a Vermont corporation and the 
largest electric utility in Vermont. Gaz M[eacute]tro is a Canadian 
energy company. The merger of Gaz M[eacute]tro with CVPS will result in 
the indirect transfer of control of CVPS' 1.7303% interest in the 
license for MPS3. The principal owner and operator of MPS3 is DNC, 
which owns 93.4707%. The remaining 4.7990% of the license is owned by 
Massachusetts Municipal Wholesale Electric Company. This transfer does 
not affect Massachusetts Municipal Wholesale Electric Company's 
ownership or DNC's ownership and operation of the facility.
    No physical changes to the MPS3 facility 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 February 27, 2012 (77 FR 
11596). No comments or hearing requests were received.
    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 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 merger between CVPS and Gaz 
M[eacute]tro, as described in the application, will not affect the 
qualifications of DNC as a holder of the Renewed Facility Operating 
License No. NPF-49, and that the indirect transfer of the license, to 
the extent affected by the proposed acquisition, is otherwise 
consistent with applicable provisions of law, regulations, and Orders 
issued by the Commission, pursuant thereto, subject to the conditions 
set forth herein. The foregoing findings are supported by a safety 
evaluation (SE) dated June 15, 2012.


    Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the 
Atomic Energy Act of 1954, as amended (the Act), 42 U.S.C. 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. The Negation Action Plan provided to the NRC for review on April 
6, 2012 may not be modified in any respect concerning decision-making 
authority over ``safety issues'' as defined therein without the prior 
written consent of the Director, Office of Nuclear Reactor Regulation.
    2. At least half the members of CVPS' Board of Directors shall be 
U.S. citizens.
    3. The Chief Executive Officer (CEO), Chief Nuclear Officer (CNO) 
and Chairman of the Board of Directors of CVPS shall be U.S. citizens. 
These individuals shall have the responsibility and exclusive authority 
to ensure and shall ensure that the business and activities of CVPS 
with respect to the MPS3 license is at all times conducted in a manner 
consistent with the public health and safety and common defense and 
security of the United States.
    4. The CVPS Board of Directors will establish a Special Nuclear 
Committee (SNC) composed of U.S. citizens, a majority of whom are not 
officers, directors, or employees of CVPS, Gaz M[eacute]tro, or any Gaz 
M[eacute]tro subsidiaries. The SNC will report to the CVPS Board of 
Directors on a quarterly basis for informational purposes. The SNC will 
make available to the NRC for review these and any other reports 
regarding foreign ownership and control of nuclear operations.
    5. 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.
    This Order is effective upon issuance.
    For further details with respect to this Order, see the initial 
application dated September 9, 2011 (Agencywide Documents Access and 
Management System (ADAMS) Accession No. ML11256A051), as supplemented 
by letters dated November 4, 2011 (under ADAMS Accession No. 
ML11311A148), April 6, 2012 (under ADAMS Accession No. ML12100A017), 
and May 4, 2012 (under ADAMS Accession No. ML12128A433) and the SE 
dated June 15, 2012, which are available for public inspection at the 
NRC's Public Document Room (PDR), located at One White Flint North, 
Room O1-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 June 2012.

    For the Nuclear Regulatory Commission.
Louise Lund,
Acting Director, Division of Operating Reactor Licensing, Office of 
Nuclear Reactor Regulation.
[FR Doc. 2012-15424 Filed 6-22-12; 8:45 am]