[Federal Register Volume 81, Number 99 (Monday, May 23, 2016)]
[Notices]
[Pages 32350-32351]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-12051]


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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-445, 50-446, and 72-74; License Nos. NPF-87 and NPF-89; 
NRC-2016-0020]


In the Matter of Luminant Generation Company LLC; Comanche Peak 
Nuclear Power Plant, Unit Nos. 1 and 2, and Independent Spent Fuel 
Storage Installation Facility

AGENCY: Nuclear Regulatory Commission.

ACTION: Direct and indirect transfer of license; order.

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SUMMARY: The U.S. Nuclear Regulatory Commission (NRC) is issuing an 
order approving the direct transfer of ownership and indirect transfer 
of control of Facility Operating License (FOL) Nos. NPF-87 and NPF-89 
and the general license for the independent spent fuel storage 
installation facility from the current holder, Luminant Generation 
Company LLC, to as-yet unnamed companies, herein identified as Comanche 
Peak LLC, as owner, and Operating Company LLC, as operator. The NRC 
will issue conforming amendments to the FOLs for administrative 
purposes to reflect the proposed license transfer. No physical changes 
to the facility or operational changes were proposed in the 
application. The Order is effective upon issuance.

DATES: The Order was issued on May 6, 2016, and is effective for 1 
year.

ADDRESSES: Please refer to Docket ID NRC-2016-0020 when contacting the 
NRC about the availability of information regarding this document. You 
may obtain publicly-available information related to this document 
using any of the following methods:
     Federal Rulemaking Web site: Go to http://www.regulations.gov and search for Docket ID NRC-2016-0020. Address 
questions about NRC dockets to Carol Gallagher; telephone: 301-415-
3463; email: [email protected]. For technical questions, contact 
the individual listed in the FOR FURTHER INFORMATION CONTACT section of 
this document.
     NRC's Agencywide Documents Access and Management System 
(ADAMS): You may obtain publicly available documents online in the 
ADAMS Public Documents collection at http://www.nrc.gov/reading-rm/adams.html. To begin the search, select ``ADAMS Public Documents'' and 
then select ``Begin Web-based ADAMS Search.'' For problems with ADAMS, 
please contact the NRC's Public Document Room (PDR) reference staff at 
1-800-397-4209, 301-415-4737, or by email to [email protected]. The 
ADAMS accession number for each document referenced in this document 
(if that document is available in ADAMS) is provided the first time 
that a document is referenced. The Order was issued to the licensee in 
a letter dated May 6, 2016 (ADAMS Accession No. ML16096A266).
     NRC's PDR: You may examine and purchase copies of public 
documents at the NRC's PDR, Room O1-F21, One White Flint North, 11555 
Rockville Pike, Rockville, Maryland 20852.

FOR FURTHER INFORMATION CONTACT: Margaret Watford, Office of Nuclear 
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 
20555-0001; telephone: 301-415-1233, email: [email protected].

SUPPLEMENTARY INFORMATION: The text of the Order is attached.

    Dated at Rockville, Maryland, this 16th day of May 2016.

    For the Nuclear Regulatory Commission.
Margaret M. Watford,
Project Manager, Plant Licensing Branch IV-1, Division of Operating 
Reactor Licensing, Office of Nuclear Reactor Regulation.

Attachment--Order Approving Transfer of Licenses and Approving 
Conforming Amendments

United States of America

Nuclear Regulatory Commission

    In the Matter of Luminant Generation Company LLC; Comanche Peak 
Nuclear Power Plant, Unit Nos. 1 and 2

Dockets Nos. 50-445 and 50-446
License Nos. NPF-87 and NPF-89

Order Approving the Transfer of Licenses and Approving Conforming 
Amendments

I.

    Luminant Generation Company LLC (Luminant Power, the licensee) 
is the holder of the Facility Operating License (FOL) Nos. NPF-87 
and NPF-89 of the Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 
2 (CPNPP), and the holder of the general license for the independent 
spent fuel storage installation (ISFSI) facility. CPNPP is located 
in Somervell County, Texas.

II.

    Pursuant to Section 184 of the Atomic Energy Act of 1954, as 
amended (the Act), and Title 10 of the Code of Federal Regulations 
(10 CFR), Section 50.80, ``Transfer of licenses,'' Luminant 
Generation Company LLC (Luminant Power) requested that the U.S. 
Nuclear Regulatory Commission (NRC) consent to the transfer of the 
FOL Nos. NPF-87 and NPF-89 for CPNPP, and the general license for 
the ISFSI facility (Docket No. 72-74) from the current holder, 
Luminant Power, to as-yet unnamed companies, herein identified as 
Comanche Peak LLC (CP LLC), as owner, and Operating Company LLC 
(OpCo LLC), as operator (together these entities are referred to as 
``the licensees''). Luminant Power submitted the request by 
application dated November 12, 2015 (Agencywide Documents Access and 
Management System (ADAMS) Accession No. ML15320A093), as 
supplemented by letters dated December 9, 2015, and March 14, March 
29, April 7, and April 20, 2016 (ADAMS Accession Nos. ML15345A048, 
ML16076A162, ML16091A121, ML16099A291, and ML16112A396, 
respectively).
    Luminant Power is acting on behalf of itself and the future to-
be-formed companies. These future to-be-formed companies include the 
ultimate parent of CP LLC and OpCo LLC, Reorganized Texas 
Competitive Electric Holdings Corporation (Reorganized TCEH), and 
the intermediate parents, Intermediate Holding Company LLC, Asset 
Company LLC, and Preferred Stock Company Corporation (together with 
Luminant Power these entities are referred to as the 
``Applicants''). Entity names in the licensee's application and 
supplements are placeholders.
    On April 29, 2014, Luminant Power notified the NRC of its filing 
of a bankruptcy (ADAMS Accession No. ML14120A212). Luminant Power is 
owned by Energy Future Competitive Holdings Company LLC (EFCH), 
through its wholly owned subsidiaries. The EFCH is a direct wholly 
owned subsidiary of Energy Future Holdings Corporation (EFH). The 
current and intended ownership structure of the facility is depicted 
in the simplified organizational charts provided in Exhibits A and B 
of Enclosure 1 in the submittal dated November 12, 2015. As a result 
of the proposed transactions and consistent with Exhibit B, EFH and 
EFCH will no longer ultimately own CPNPP. The licenses will be 
transferred from Luminant Power to CP LLC, responsible for ownership 
of the facility, and OpCo LLC, responsible for the operation and 
maintenance of CPNPP. At the emergence from bankruptcy, Reorganized 
TCEH, the ultimate parent company of CP LLC, will be owned by a 
numerous and diverse set of independent and unaffiliated 
stockholders. No single entity is expected to own a majority of, or 
exercise control over Reorganized TCEH or its Board of Directors. 
Current Luminant Power nuclear management and technical personnel 
will be employed by OpCo LLC. Accordingly, there will be no change 
in management or technical qualification, and OpCo LLC will continue 
to be technically qualified to operate the facility. No physical 
changes to the CPNPP and ISFSI facility or operational changes are 
proposed in the application.

[[Page 32351]]

    The transfer of the licenses includes elements of both a direct 
and indirect transfer. The transfer of ownership is a direct 
transfer because ownership is changing from one entity to another 
new and different entity. Ownership is being transferred from 
Luminant Power to a new company, CP LLC. The transfer of operations 
is an indirect transfer because the operator is not changing; it is 
being absorbed into another entity (OpCo LLC), and the operator's 
parent companies are changing. Luminant Power's parent companies are 
currently Luminant Holding Company LLC and its parent, Texas 
Competitive Electric Holdings Company LLC. These companies will 
cease to exist and in their place, new companies--Intermediate 
Holding Company LLC and its parent, Reorganized TCEH--will be 
created. The operator will change to the extent that its name will 
change from Luminant Power to OpCo LLC; however, the management and 
technical personnel of the facility will not change. The change of 
the parent company of a licensed entity is considered an indirect 
transfer of control of the operating licenses.
    Approval of the transfer of the facility operating licenses and 
conforming license amendments was requested by the Applicants 
pursuant to 10 CFR 50.80 and 10 CFR 50.90, ``Application for 
amendment of license, construction permit, or early site permit.'' A 
notice entitled, ``Comanche Peak Nuclear Power Plant, Units 1 and 2, 
and Independent Spent Fuel Storage Installation; Consideration of 
Approval of Transfer of Licenses and Conforming Amendments,'' was 
published in the Federal Register on February 8, 2016 (81 FR 6545). 
The NRC received no comments or hearing requests.
    Under 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 NRC shall give its consent in writing. 
Upon review of the information in the licensee's application, and 
other information before the Commission, the NRC staff has 
determined that the Applicants are qualified to hold the licenses to 
the extent proposed to permit the transfer of Luminant Power as 
possessor, owner, and operator. It also concludes that the transfer 
of the licenses are 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 NRC 
staff has further found that the application for the proposed 
license amendments complies with the standards and requirements of 
the Atomic Energy Act of 1954, as amended, and the Commission's 
rules and regulations set forth in 10 CFR Chapter I; the facilities 
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 amendments 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 a safety evaluation dated May 6, 2016 (ADAMS Accession 
No. ML16096A266).

III.

    Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of 
the Atomic Energy Act of 1954, as amended, 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 direct transfer of ownership and 
the indirect transfer of control of the licenses is approved, 
subject to the following conditions:
    1. The licensees must notify the NRC of the names of the 
directors and principal officers of Reorganized TCEH and any other 
changes to these positions that occur before emergence from 
bankruptcy as soon as they have been identified, but no later than 7 
days before implementation of the transfer. Additional changes to 
these positions may occur post-emergence. The Applicants will notify 
the NRC no later than 120 days after the transfer of any changes in 
these personnel made during the first 90 days following emergence 
from bankruptcy.
    2. Following the subject transfer of control of the licenses, 
all of the directors of CP LLC and OpCo LLC who can vote on 
activities governed by the CPNPP licenses and all of the officers of 
CP LLC and OpCo LLC with direct responsibility for activities 
governed by the CPNPP licenses shall (1) be U.S. citizens and not 
appointed by a foreign entity and (2) have exclusive authority to 
ensure and shall ensure that the business and activities of OpCo LLC 
and CP LLC with respect to the CPNPP licenses is at all times 
conducted in a manner consistent with the public health and safety 
and common defense and security of the United States.
    3. The Reorganized TCEH Board of Directors shall adopt 
resolutions that any non-U.S. citizens or foreign-appointed U.S. 
citizens serving as either directors or executive officers of 
Reorganized TCEH, the ultimate parent, and intermediate parents of 
CP LLC and OpCo LLC shall not seek access to any classified 
information or to special nuclear material in the custody of the 
CPNPP licensees and shall not participate in or seek to influence 
operational decisions by the licensees regarding nuclear safety or 
security matters.
    4. CP LLC and OpCo LLC shall provide satisfactory documentary 
evidence to the Director of the Office of Nuclear Reactor Regulation 
that, as of the date of the license transfer, the licensees 
reflected in the amended licenses have obtained the appropriate 
amount of insurance required of a licensee under 10 CFR part 140 and 
10C FR 50.54(w).
    IT IS FURTHER ORDERED that after receipt of all required 
regulatory approvals of the proposed transfer action, Luminant Power 
shall inform the Director of the Office of Nuclear Reactor 
Regulation in writing of such receipt within 5 business days, and of 
the date of the closing of the direct transfer no later than 7 
business days before the date of the closing. Should the proposed 
transfer 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. The conditions of this order may be amended upon 
application by the licensee and approval by the Director of the 
Office of Nuclear Reactor Regulation.
    IT IS FURTHER ORDERED that, consistent with 10 CFR 2.1315(b), 
license amendments that make changes, as indicated in Enclosure 2 to 
the cover letter forwarding this order, to conform the licenses to 
reflect the subject transfer are approved. The amendments will be 
revised only to reflect the final company names (yet to be decided), 
and shall be issued and made effective at the time the proposed 
license transfer is completed.
    This order is effective upon issuance.
    For further details with respect to this order, see the initial 
application dated November 12, 2015, as supplemented by letters 
dated December 9, 2015, and March 14, March 29, April 7, and April 
20, 2016, and the safety evaluation dated 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, Public 
File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, 
Maryland. 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 6th day of May 2016.

    For the Nuclear Regulatory Commission.

Michele G. Evans,

Acting Director, Office of Nuclear Reactor Regulation.

[FR Doc. 2016-12051 Filed 5-20-16; 8:45 am]
 BILLING CODE 7590-01-P