[Federal Register Volume 88, Number 65 (Wednesday, April 5, 2023)]
[Notices]
[Pages 20193-20194]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07073]



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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-387, 50-388, and 72-028; NRC-2022-0185]


In the Matter of Susquehanna Nuclear, LLC; Susquehanna Steam 
Electric Station, Units 1 and 2 and the Associated Independent Spent 
Fuel Storage Installation

AGENCY: Nuclear Regulatory Commission.

ACTION: Indirect transfer of licenses; order.

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SUMMARY: The U.S. Nuclear Regulatory Commission (NRC) is issuing an 
order approving the application filed by Susquehanna Nuclear, LLC 
(Susquehanna Nuclear), on behalf of itself and the unsecured creditors 
of Talen Energy Supply, LLC, on September 29, 2022, as supplemented. 
Specifically, the order approves the indirect transfer of control of 
Susquehanna Nuclear's interests in the operating licenses for the 
Susquehanna Steam Electric Station (Susquehanna), Units 1 and 2 and the 
general license for the Susquehanna independent spent fuel storage 
installation, and conforming administrative amendments to the operating 
licenses.

DATES: The order was issued on March 30, 2023, and is effective for 1 
year.

ADDRESSES: Please refer to Docket ID NRC-2022-0185 when contacting the 
NRC about the availability of information regarding this document. You 
may obtain publicly available information related to this document by 
using any of the following methods:
     Federal Rulemaking Website: Go to https://www.regulations.gov and search for Docket ID NRC-2022-0185. Address 
questions about Docket IDs in Regulations.gov to Stacy Schumann; 
telephone: 301-415-0624; 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 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 (PDR) reference staff at 1-800-397-4209, 301-415-4737, or 
by email to [email protected]. The order, the NRC staff safety 
evaluation supporting the order, and the draft conforming amendments 
are available in ADAMS under Package Accession No. ML23073A126.
     NRC's PDR: You may examine and purchase copies of public 
documents, by appointment, at the NRC's PDR, Room P1 B35, One White 
Flint North, 11555 Rockville Pike, Rockville, Maryland 20852. To make 
an appointment to visit the PDR, please send an email to 
[email protected] or call 1-800-397-4209 or 301-415-4737, between 8 
a.m. and 4 p.m. eastern time, Monday through Friday, except Federal 
holidays.

FOR FURTHER INFORMATION CONTACT: Audrey L. Klett, Office of Nuclear 
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 
20555-0001; telephone: 301-415-0489; email: [email protected].

SUPPLEMENTARY INFORMATION: The text of the order is attached.

    Dated: March 31, 2023.

    For the Nuclear Regulatory Commission.
Audrey L. Klett,
Senior Project Manager, Plant Licensing Branch I, Division of Operator 
Reactor Licensing, Office of Nuclear Reactor Regulation.

Attachment--Order Approving Indirect Transfer of Licenses and Draft 
Conforming License Amendments

United States of America

Nuclear Regulatory Commission

    In the Matter of Susquehanna Nuclear, LLC (Susquehanna Steam 
Electric Station,) 72-28 Units 1 and 2 and the associated 
independent spent fuel storage installation.

Docket Nos. 50-387, 50-388, and
Renewed License Nos. NPF-14 and NPF-22

Order Approving Indirect Transfer of Licenses and Draft Conforming 
License Amendments

I.

    Susquehanna Nuclear, LLC (Susquehanna Nuclear) and Allegheny 
Electric Cooperative, Inc. are the holders of Renewed Facility 
Operating License Nos. NPF-14 and NPF-22 and the general license for 
the independent spent fuel storage installation (ISFSI) 
(collectively, the licenses), which authorize the possession, use, 
and operation of the Susquehanna Steam Electric Station 
(Susquehanna), Units 1 and 2 and the Susquehanna ISFSI, respectively 
(the facilities). The facilities are located in Luzerne County, 
Pennsylvania.

II.

    Pursuant to title 10 of the Code of Federal Regulations (10 CFR) 
section 50.80, ``Transfer of licenses,'' and 10 CFR 72.50, 
``Transfer of license,'' and by letter PLA-8015 dated September 29, 
2022, as supplemented by letters PLA-8032, PLA-8039, and PLA-8057 
dated October 28, 2022, December 22, 2022, and March 15, 2023, 
respectively (the application), Susquehanna Nuclear, on behalf of 
itself and the unsecured creditors (as described in the application) 
of Talen Energy Supply, LLC (Talen Energy Supply) (collectively, the 
applicants), requested that the U.S. Nuclear Regulatory Commission 
(NRC, the Commission) consent to the indirect transfer of control of 
Susquehanna Nuclear's interests in the licenses. The applicants 
requested that the NRC consent to this indirect license transfer to 
support a proposed transaction in which Susquehanna Nuclear would 
continue to be directly owned by Talen Energy Supply, but which, in 
turn, would be directly owned by an as-yet unnamed new parent 
company identified herein as Reorganized Talen Energy Corporation. 
Pursuant to 10 CFR 50.90, ``Application for amendment of license, 
construction permit, or early site permit,'' the applicants also 
requested that the NRC approve conforming administrative amendments 
to the licenses to reflect a change in the entity (i.e., from Talen 
Energy Corporation to Talen Energy Supply) responsible for providing 
a financial support agreement to Susquehanna Nuclear, as well as 
related editorial changes and changes regarding the investment of 
decommissioning trust funds, with such amendments to be effective at 
the consummation of the proposed transaction.
    Susquehanna Nuclear is a direct, wholly-owned subsidiary of 
Talen Energy Supply. Talen Energy Supply is a direct, wholly-owned 
subsidiary of Talen Energy Corporation, the stock of which is held 
by affiliates of Riverstone Holdings, LLC. Commencing on May 9, 
2022, Talen Energy Supply and certain of its subsidiaries 
(collectively, the debtors) each filed a voluntary case under 
chapter 11 of title 11 of the United States Code in the United 
States Bankruptcy Court for the Southern District of Texas. Also on 
May 9, 2022, the debtors executed a restructuring support agreement 
with certain holders of the debtors' unsecured notes. On September 
9, 2022, the debtors, including Susquehanna Nuclear, filed a Joint 
Plan of Reorganization (the Plan) and related Disclosure Statement 
in the Bankruptcy Court. Under the terms of the Plan, along with 
certain supporting settlements and agreements, the debtors and Talen 
Energy Corporation intend to pursue a comprehensive restructuring 
pursuant to a debt-for-equity exchange in which the equity of the 
ultimate direct and indirect parent of Reorganized Talen Energy 
Corporation will be distributed to holders of unsecured notes claims 
and general unsecured claims (together, the unsecured creditors) and 
to eligible unsecured creditors that participate in a rights 
offering, through which such unsecured creditors can obtain 
additional shares of common equity in Reorganized Talen Energy 
Corporation (the Equitization Transaction), while allowing for an 
alternative transaction on certain terms, should one materialize. 
The Bankruptcy Court confirmed the Plan on December 15, 2022. The 
applicants also notified the NRC that the parent of Talen Energy 
Supply, Talen Energy Corporation, has itself filed a voluntary case 
under chapter 11 of title 11 of the United States Code, which is 
jointly administered with its subsidiary debtors' chapter 11 cases.

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    Pursuant to the restructuring support agreement, the debtors 
have agreed to move forward expeditiously with the confirmation and 
consummation of the Plan, and to be subject to certain milestones, 
including an effective date of the Plan by no later than May 9, 2023 
(subject to a potential six-month extension). The applicants expect 
that at the conclusion of the proposed transaction, Susquehanna 
Nuclear will continue to be directly owned by Talen Energy Supply, 
which, in turn, will either be, or be directly owned by, Reorganized 
Talen Energy Corporation.
    As a result of the Equitization Transaction set forth in the 
Plan, ownership, in the form of common equity shares in Reorganized 
Talen Energy Corporation will be spread among certain unsecured 
creditors, a class which involves numerous entities, only four of 
which are likely to exceed 5-percent ownership, and only three of 
which are likely to exceed 10-percent ownership. No single holder is 
expected to hold in excess of 25 percent of Reorganized Talen Energy 
Corporation, and no holders will have any special control rights 
over either Reorganized Talen Energy Corporation, Talen Energy 
Supply (to the extent another entity serves as Reorganized Talen 
Energy Corporation) or Susquehanna Nuclear.
    On November 8, 2022, the NRC published a notice of consideration 
of approval of the application in the Federal Register (87 FR 
67511). This notice provided an opportunity to comment, request a 
hearing, and petition for leave to intervene on the application. The 
NRC did not receive any written comments in response to the notice. 
On November 28, 2022, Eric J. Epstein submitted a petition for leave 
to intervene and hearing request; on March 17, 2023, the Commission 
denied this petition and hearing request and terminated the 
proceeding (Memorandum and Order CLI-23-01).
    Pursuant to 10 CFR 50.80, no license for a utilization facility, 
or any right thereunder, shall be transferred, either voluntarily or 
involuntarily, directly or indirectly, through transfer of control 
of the license to any person, unless the Commission gives its 
consent in writing. Pursuant to 10 CFR 72.50, no license or any part 
included in a license issued under 10 CFR part 72 for an ISFSI shall 
be transferred, assigned, or in any manner disposed of, either 
voluntarily or involuntarily, directly or indirectly, through 
transfer of control of the license to any person, unless the 
Commission gives 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 contained in the application, the NRC staff has 
determined that Susquehanna Nuclear is qualified to hold the 
licenses, to the extent described in the application, and that the 
transfer of the licenses is otherwise consistent with applicable 
provisions of law, regulations, and orders issued by the Commission 
pursuant thereto, subject to the condition set forth below.
    Upon review of the information in the application, as 
supplemented, for conforming license amendments to reflect the 
transfer, the NRC staff has determined that: (1) there is reasonable 
assurance that the health and safety of the public will not be 
endangered by operation in the proposed manner, (2) there is 
reasonable assurance that such activities will be conducted in 
compliance with the Commission's regulations, and (3) the issuance 
of the amendments will not be inimical to the common defense and 
security or to the health and safety of the public.
    The findings set forth above are supported by an NRC staff 
safety evaluation dated the same date as this order, which is 
available at Agencywide Documents Access and Management System 
(ADAMS) Accession No. ML23073A107 (non-proprietary).

III.

    Accordingly, pursuant to Sections 161b, 161i, and 184 of the 
Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), 
and 2234; and 10 CFR 50.80, 10 CFR 72.50, and 10 CFR 50.90, it is 
hereby ordered that the application regarding the proposed indirect 
license transfer, as described herein, is approved, subject to the 
following condition:
    At least 5 business days before the planned closing of the 
proposed transaction, the applicants shall submit, signed under oath 
or affirmation, the following information to the NRC in accordance 
with 10 CFR part 50: (1) the final legal entity name of Reorganized 
Talen Energy Corporation; (2) the state of incorporation and address 
for Reorganized Talen Energy Corporation; and (3) the names, 
addresses, and citizenship of the directors and principal officers 
of Reorganized Talen Energy Corporation.
    It is further ordered that after receipt of all required 
regulatory approvals of the proposed transaction, the applicants 
shall inform the Director of the Office of Nuclear Reactor 
Regulation in writing of such receipt no later than 5 business days 
prior to the planned closing of the proposed transaction. Should the 
proposed transaction not be completed within 1 year of the date of 
this order, this order shall become null and void, provided, 
however, that upon written application to the Director of the Office 
of Nuclear Reactor Regulation and for good cause shown, such date 
may be extended by order. The condition of this order may be amended 
upon application by the applicants and approval by the NRC.
    It is further ordered that consistent with 10 CFR 2.1315(b), the 
license amendments that make changes, as indicated in Enclosure 2 to 
the letter forwarding this order, to reflect the subject indirect 
transfer, are approved. The amendments shall be issued and made 
effective when the proposed indirect transfer actions are completed.
    This order is effective upon issuance.
    For further details with respect to this order, see the 
application dated September 29, 2022 (ML22272A603), as supplemented 
by letters dated October 28, 2022, December 22, 2022, and March 15, 
2023 (ML22301A204, ML22356A306, and ML23074A336, respectively), and 
the associated NRC staff safety evaluation dated the same date as 
this order. Publicly available documents created or received at the 
NRC are accessible electronically through ADAMS in the NRC Library 
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 Public Document 
Room reference staff by telephone at 1-800-397-4209, or 301-415-
4737, or by email to [email protected].

    Dated: March 30, 2023.

    For the Nuclear Regulatory Commission.
Jamie M. Heisserer,
Deputy Director, Division of Operating Reactor Licensing, Office of 
Nuclear Reactor Regulation.
[FR Doc. 2023-07073 Filed 4-4-23; 8:45 am]
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