[Federal Register Volume 85, Number 196 (Thursday, October 8, 2020)]
[Notices]
[Pages 63589-63591]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22314]
-----------------------------------------------------------------------
NUCLEAR REGULATORY COMMISSION
[Docket Nos. 11004455 and 11005966; NRC-2020-0222]
MP Mine Operations, LLC
AGENCY: Nuclear Regulatory Commission.
ACTION: Order; issuance.
-----------------------------------------------------------------------
SUMMARY: The U.S. Nuclear Regulatory Commission (NRC) issued an Order
approving a request, submitted by MP Mine Operations LLC, seeking NRC's
consent to the indirect transfers of control of Export License Nos.
XSOU8707 and XSOU8827 and requesting approval of a conforming license
amendment to reflect the new point-of-contact on Export License Nos.
XSOU8707 and XSOU8827.
DATES: The Order was issued on September 21, 2020.
ADDRESSES: Please refer to Docket ID NRC-2020-0222 when contacting the
NRC about the availability of information for this action. You may
obtain publicly-available information related to this document using
any of the following methods:
Federal Rulemaking Website: Go to https://www.regulations.gov and search for Docket ID NRC-2020-0222. Address
questions about Docket IDs in Regulations.gov to Jennifer Borges;
telephone: 301-287-9127; 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
[[Page 63590]]
https://www.nrc.gov/reading-rm/adams.html. To begin the search, select
``Begin Web-based ADAMS Search.'' For problems with ADAMS, please
contact the NRC's Public Document Room reference staff at 1-800-397-
4209, 301-415-4737, or by email to [email protected]. The ADAMS
Accession No. for the issued Order is ML20262H160.
FOR FURTHER INFORMATION CONTACT: Andrea R. Jones, Office of
International Programs, U.S. Nuclear Regulatory Commission, Washington,
DC 20555-0001, telephone: 404-997-4443, email: [email protected].
SUPPLEMENTARY INFORMATION: The text of the Order is attached.
Dated October 5, 2020.
For the Nuclear Regulatory Commission.
Nader L. Mamish,
Director, Office of Internal Programs.
Attachment--Order
In the Matter of MP Mine Operations LLC; Docket Nos. 11004455 and
11005966, License Nos. XSOU8707 and XSOU8827, Order Approving Indirect
Transfer of Two Export Licenses
I.
MP Mine Operations LLC (MPMO or the Licensee) currently holds
export licenses XSOU8707 and XSOU8827. The address included on these
export licenses is the Mountain Pass rare earth mine and processing
facility. On July 15, 2020, MPMO announced a proposed business
combination of MPMO Merger LLC and Fortress Value Acquisition
Corporation (``FVAC''), (a/k/a ``FVAC'' Merger LLC III), a publicly
traded special purpose acquisition company. Through a series of
transactional actions, MPMO will become a direct subsidiary of FVAC
Merger LLC III and an indirect subsidiary of MP Materials Corporation,
the ultimate parent company. After the proposed business merger is
concluded, FVAC's name will change to MP Materials Corporation and
MPMO's current majority direct shareholders will become indirect
majority shareholders.
II.
The current majority equity holders of MPMO are JHL Capital Group
Holdings Two LLC (``JHL''), and QVT Financial LP (``QVT''). JHL and QVT
hold membership interests representing 65% and 25%, respectively, of
MPMO's outstanding units. After the transaction, JHL and QVT will
become indirect majority equity holders of MPMO and equity holders in
MP Materials Corp. Additionally, JHL and QVT will hold equity interests
of at least 41% and 14%, respectively, in MP Materials Corporation.
This combined ownership interest will indirectly represent a majority
interest in MPMO. No other single shareholder will hold an interest in
MP Materials Corporation of greater than 8%. JHL and QVT will jointly
and indirectly own a majority interest in MPMO.
III.
By letter dated August 17, 2020 (ADAMS Accession No. ML20233A654)
(ADAMS Accession Nos. ML20233A60 and ML20233A643), respectively, MPMO
requested approval from the U.S. Nuclear Regulatory Commission (NRC)
for the indirect transfer of control of export licenses XSOU8707 and
XSOU8827, resulting in the creation of a new parent company MP
Materials Corporation. This request was made pursuant to Section 184 of
the Atomic Energy Act of 1954, as amended (AEA) (42 U.S.C. 2234) and
part 110, section 50, paragraph d of Title 10 of the Code of Federal
Regulations (10 CFR 110.50(d)). In association with the proposed
indirect transfer, MPMO has requested a minor amendment to the export
licenses to update to the licensee contact (in license applications
dated August 19, 2020 ((ADAMS Accession Nos. ML20233A60 and
ML20233A643, respectively).
The letter dated August 17, 2020 was made publicly available in
ADAMS on August 19, 2020. The NRC received one comment. The commenter
requested that the matter be held in abeyance pending a Federal
government-wide review, including a review by the Committee on Foreign
Investment in the United States (CFIUS), of the national security
impacts of the proposed transaction. The commenter claims that the
transaction will result in a Chinese company, Shenghe Resources Holding
Co., Ltd. (Shenghe Resources), having a minority interest in the
ultimate parent company through a subsidiary. The commenter does not
mention, however, that Leshan Shenghe Rare Earth Co., Ltd. (Leshan
Shenghe), the subsidiary of Shenghe Resources currently already holds a
minority interest in the existing licensee, and that post-transaction
Leshan Shenghe would continue to be a minority owner of the licensee.
To the extent Leshan Shenghe's ownership interest changes, the change
would be de minimis, based upon the information provided by the
licensee to support the transfer of control. Because Leshan Shenghe
would continue to be a minority owner of the licensee and any change in
its ownership interest will be negligible, the indirect transfer would
not alter Leshan Shenghe's existing corporate status as a minority
owner of the licensee or its corporate control or influence over the
licensee vis a vis the remaining owners, including the majority owners.
IV.
Pursuant to Section 184 of the AEA (42 U.S.C. 2234), no license
granted by the Commission shall be transferred, assigned, or in any
manner disposed of, directly or indirectly, through transfer of control
of any license to any person unless the Commission, after securing full
information, finds that the transfer is in accordance with the
provisions of the AEA, and gives its consent in writing. Pursuant to 10
CFR 110.50(d), a specific export license may be transferred, disposed
of, or assigned to another person only with the approval of the
Commission by license amendment. And pursuant to 10 CFR 110.51(a)(1),
an application requesting amendment of an export license shall be filed
on NRC Form 7, ``Application for NRC Export or Import License,
Amendment, Renewal or Consent Request(s),'' in accordance with 10 CFR
110.31 and 110.32 and must specify the grounds for the requested
amendment.
After review of MPMO's supplemental information dated August 11,
2020 (ADAMS Accession No. ML20238B854), export applications XSOU8707
and XSOU8827 dated August 19, 2020 (ADAMS Accession Nos. ML20233A60 and
ML20233A643; respectively), and MPMO's ``Expedited Review and Any
Necessary Consent for Indirect Change of Control of MP Mine Operations
LLC, Export License Nos. XSOU8707 and XSOU8827'', dated August 17, 2020
(ADAMS Accession No. ML20233A654), the NRC staff has determined that
the transfer of control is consistent with the applicable provisions of
the AEA, regulations, and orders issued by the Commission. The NRC
staff has further determined that the request for the proposed
conforming license amendment complies with the standards and
requirements of the AEA, and the NRC's regulations set forth in 10 CFR
part 110. The transfer of control of the license and issuance of the
conforming license amendment will not be inimical to the common defense
and security, or to the health and safety of the public, or the
environment, and all applicable requirements have been satisfied.
For further details with respect to this Order, see MPMO's
supplemental information dated August 11, 2020 (ADAMS Accession No.
ML20238B854), export applications XSOU8707 and XSOU8827 dated August
19, 2020 (ADAMS Accession No. ML20233A60 and ML20233A643,
respectively),
[[Page 63591]]
MPMO's ``Expedited Review and Any Necessary Consent for Indirect Change
of Control of MP Mine Operations LLC, Export License Nos. XSOU8707 and
XSOU8827,'' dated August 17, 2020 (ADAMS Accession No. ML20233A654),
``Response to September 3, 2020 NRC Questions,'' ADAMS Accession No.
ML20262H088) and ``MPMO Response to Comments--Export Licenses XSOU8707
and XSOU8827,'' ADAMS Accession No. ML20259A009. These documents are
available for public inspection at the Commission Public Document Room
(PDR), located at One White Flint North, Room O1-F21, 11555 Rockville
Pike (first floor), Rockville, MD 20852, and available online in the
ADAMS Public Documents collection at https://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].
VI.
Accordingly, pursuant to Section 184 of the AEA, 10 CFR 110.50(d),
and 10 CFR 110.51(c), it is hereby ordered that MPMO's request for
indirect transfer of control and license amendment application, as
described herein, be consented to and approved, respectively.
It is further ordered, that MPMO inform the NRC of the date of the
indirect transfer, within 30-days of the transaction closing.
This Order is effective upon issuance. Issuance of this Order does
not preclude or foreclose any future NRC enforcement action, if
warranted, to address any previous violations of NRC requirements.
Dated at Rockville, Maryland, this 21st day of September 2020.
For the Nuclear Regulatory Commission.
Nader L. Mamish,
Director, Office of International Programs.
[FR Doc. 2020-22314 Filed 10-7-20; 8:45 am]
BILLING CODE 7590-01-P