[Federal Register Volume 74, Number 214 (Friday, November 6, 2009)]
[Notices]
[Pages 57529-57531]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-26805]
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NUCLEAR REGULATORY COMMISSION
[NRC-2009-0192; Docket No. 50-244; Renewed License No. DPR-18]
In the Matter of EDF Development, Inc.; Constellation Energy
Nuclear Group, LLC; R.E. Ginna Nuclear Power Plant, LLC (R.E. Ginna
Nuclear Power Plant); Order Superseding Order of October 9, 2009,
Approving Application Regarding Proposed Corporate Restructuring
I
R.E. Ginna Nuclear Power Plant, LLC (Ginna, LLC or the licensee) is
the holder of Renewed Facility Operating License No. DPR-18 which
authorizes the possession, use, and operation of the R.E. Ginna Nuclear
Power Plant (Ginna). The facility is located at the licensee's site in
Ontario, New York. The operating license authorizes the licensee to
possess, use, and operate Ginna.
II
By letter dated January 22, 2009, as supplemented on February 26,
April 8, June 25, July 27, October 15, October 19, October 25 (two
letters), October 26, and October 28, 2009 (together, the Application),
Constellation Energy Nuclear Group, LLC (CENG), on behalf of the
licensee and EDF Development, Inc. (EDF Development) (together, the
applicants), requested that the Nuclear Regulatory Commission (NRC, the
Commission), pursuant to Title 10 of the Code of Federal Regulations
(10 CFR) 50.80, consent to the indirect license transfers that would be
effected by the indirect transfer of control of CENG's ownership and
operating interests in Ginna. The actions being sought are a result of
certain proposed corporate restructuring actions in connection with a
planned investment by EDF Development whereby it would acquire a 49.99%
ownership interest in CENG from Constellation Energy Group, Inc. (CEG),
the current 100% owner of CENG. EDF Development is a U.S. corporation
organized under the laws of the State of Delaware and a wholly-owned
subsidiary of E.D.F. International S.A., a public limited company
organized under the laws of France, which is in turn a wholly-owned
subsidiary of [Eacute]lectricit[eacute] de France S.A., a French
limited company.
Following the closing of the transfer of ownership interests in
CENG to EDF Development, EDF Development will hold a 49.99% ownership
interest in CENG; CEG will hold a 50.01% ownership interest in CENG
through two new intermediate parent companies, Constellation Nuclear,
LLC and CE Nuclear, LLC, formed for non-operational purposes. In
addition, Constellation Nuclear Power Plants, Inc., which is currently
an intermediate holding company between CENG and Ginna, LLC and Nine
Mile Point Nuclear Station, LLC, will convert to a Delaware limited
liability company by operation of law and become Constellation Nuclear
Power Plants, LLC, and will exist as an intermediate holding company
between CENG and Ginna, LLC, Nine Mile Point Nuclear Station, LLC, and
Calvert Cliffs Nuclear Power Plant, LLC by merger. No physical changes
to the facilities or operational changes are being proposed in the
application.
Approval of the transfer of the license is requested by the
applicants pursuant to 10 CFR 50.80. Notice of the request for approval
and opportunity for a hearing was published in the Federal Register on
May 6, 2009 (74 FR 21013). No hearing requests or petitions to
[[Page 57530]]
intervene were received. The NRC received comments from a member of the
public in Seattle, Washington, in an e-mail dated May 22, 2009. The
comments did not provide any information additional to that in the
application, nor did they provide any information contradictory to that
provided in the Application.
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 and other
information before the Commission, and relying upon the representations
and agreements contained in the application, the NRC staff has
determined that the proposed indirect license transfer of control of
the subject license held by the licensee to the extent such will result
from the proposed corporate restructuring actions and the planned
investment by EDF Development whereby it will acquire a 49.99%
ownership interest in CENG, to the extent affected by the proposed
transaction as described in the application, is otherwise consistent
with 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 amendment complies with the standards and requirements of the
Atomic Energy Act of 1954, as amended (the Act), and the Commission's
rules and regulations set forth in 10 CFR Chapter I; the facility 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
amendment 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
amendment 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.
On October 9, 2009, the Commission issued, ``Order Approving
Application Regarding Proposed Corporate Restructuring and Approving
Conforming Amendments.''
By letter dated October 19, 2009, CENG explained that its January
22, 2009, application for the license transfers had anticipated nearly
concurrent completion of the proposed internal corporate restructuring
of the CEG subsidiaries and the proposed EDF acquisition of 44.99% of
CENG. After it filed its January application, CENG learned that the
restructuring activities for the CEG subsidiaries will be completed at
least 8 days prior to closing the transaction involving EDF. In letters
dated October 25 (two letters), 26, and 28, 2009, CENG provided revised
financial arrangements that will apply during the period between the
completion of the internal restructuring activities and the acquisition
of 44.99% of CENG by EDF and a revised operating agreement that will
apply after the EDF closing.
The NRC concluded that modifications were needed to the cover
letter, the October 9, 2009, Order, and the safety evaluations in light
of the new information provided in CENG's letters of October 19 through
28, 2009. This Order contains those modifications and supersedes the
Order issued October 9, 2009.
The findings set forth above are supported by a modified NRC safety
evaluation (SE) dated the same day as this Order.
III
Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the
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 restructuring
actions and the planned investment by EDF Development, as described
herein, is approved, subject to the following conditions:
A. With regard to the direct and indirect transfers resulting from
the restructuring of the CEG subsidiaries:
(1) The financial arrangements resulting from the corporate
restructuring activities of the CEG subsidiaries are subject to the
following:
(a) The Inter-Company Credit Agreements (ICA) described in the
October 25, 2009, supplement to the Application shall be effective as
of the date of the direct and indirect transfers (whichever occurs
first) resulting from the restructuring of CEG subsidiaries and shall
be consistent with the representations contained in the Application.
CENG and Ginna, LLC shall take no action to cause CEG, or their
successors and assigns, to void, cancel or materially modify the ICA as
submitted without the prior written consent of the NRC staff. CENG
shall inform the Director of the Office of Nuclear Reactor Regulation,
in writing, no later than 10 days after any funds are provided to CENG
or any of the licensees by CEG or EDF Development under any Support
Agreement.
(b) The Master Demand Notes described in the October 26, 2009,
supplement to the Application shall be effective as of the date of the
direct and indirect transfers (whichever occurs first) resulting from
the restructuring of CEG subsidiaries and shall be consistent with the
representations contained in the Application. CENG and Ginna, LLC,
shall take no action to cause CEG, or their successors and assigns, to
void, cancel or materially modify the Master Demand Notes without the
prior written consent of the NRC staff.
B. With regard to the indirect transfers resulting from the
acquisition of 44.99% of CENG by EDF Development (EDF Closing):
(1) The ownership and governance arrangements in effect as of the
date of the indirect transfers to EDF Development are subject to the
following:
(a) The Operating Agreement included with the supplement dated
October 25, 2009, may not be modified in any material respect
concerning decisionmaking authority over ``safety issues'' as defined
therein without the prior written consent of the Director, Office of
Nuclear Reactor Regulation.
(b) At least half the members of CENG's Board of Directors must be
U.S. citizens.
(c) The Chief Executive Officer (CEO), Chief Nuclear Officer (CNO)
and Chairman of the Board of Directors of CENG must be U.S. citizens.
These individuals shall have the responsibility and exclusive authority
to ensure and shall ensure that the business and activities of CENG
with respect to the Calvert Cliffs, Unit Nos. 1 and 2, Calvert Cliffs
ISFSI, Nine Mile Point, Unit Nos. 1 and 2, and R.E. Ginna licenses are
at all times conducted in a manner consistent with the public health
and safety and common defense and security of the United States.
(d) CENG will establish a Nuclear Advisory Committee (NAC) composed
of U.S. citizens who are not officers, directors, or employees of CENG,
CEG or EDF Development. The NAC will report to and provide transparency
to the NRC and other U.S. governmental agencies regarding foreign
ownership and control of nuclear operations.
(e) CENG shall cause to be transmitted to the Director, Office of
Nuclear Reactor Regulation, within 30 days of knowledge of a filing
with the U.S. Securities and Exchange Commission, any Schedules 13D or
13G filed
[[Page 57531]]
pursuant to the Securities and Exchange Act of 1934 that disclose
beneficial ownership of any registered classes of CEG stock.
(2) The financial arrangements applicable to the indirect transfers
resulting from the EDF Closing are subject to the following:
(a) The working capital and cash pooling arrangements described in
Article IV of the Operating Agreement included with the October 25,
2009 supplement to the Application, shall be effective as of the date
of the indirect transfers to EDF Development and shall be consistent
with the representations contained in the Application. CENG and Ginna,
LLC shall take no action to cause CEG and/or EDF Development, or their
successors and assigns, to void, cancel or materially modify the
working capital and cash pooling arrangements in the Operating
Agreement without the prior written consent of the NRC staff.
(b) The Support Agreements described in the February 26, 2009
supplement to the Application shall be effective as of the date of the
indirect transfers to EDF Development; shall supersede the Inter-
Company Credit Agreements provided by CEG, Inc.; and shall be
consistent with the representations contained in the Application. CENG
and Ginna, LLC shall take no action to cause CEG and/or EDF
Development, or their successors and assigns, to void, cancel or
materially modify the Support Agreements as submitted without the prior
written consent of the NRC staff. CENG shall inform the Director of the
Office of Nuclear Reactor Regulation, in writing, no later than 10 days
after any funds are provided to CENG or any of the licensees by CEG or
EDF Development under any Support Agreement.
(c) The Master Demand Notes described in the October 28, 2009
supplement to the Application, shall be effective as of the date of the
indirect transfers to EDF Development; shall supersede the Master
Demand Notes provided by CEG, Inc.; and shall be consistent with the
representations contained in the Application. CENG and Ginna, LLC,
shall take no action to cause CEG and/or EDF Development, or their
successors and assigns, to void, cancel or materially modify the Master
Demand Notes without the prior written consent of the NRC staff.
It is further ordered that CENG shall inform the Director of the
Office of Nuclear Reactor Regulation, in writing, of the date of
closing of the transfer of EDF Development's ownership and operating
interests in CENG at least 1 business day before the closing. Should
the transfer of the license not be completed within 1 year of this
Order's date of issuance, this Order shall become null and void,
provided, however, that upon written application and for good cause
shown, such date may be extended by order.
This Order supersedes the Order issued on October 9, 2009, and is
effective upon issuance.
For further details with respect to this Order, see the initial
application dated January 22, 2009 (Agencywide Documents Access and
Management System (ADAMS) Accession No. ML090290101), as supplemented
by letters dated February 26 (ML090630426), April 8 (ML091000665), June
25 (ML091811094), and July 27, 2009 (ML092150712), October 15
(ML092920168), October 19 (ML092990101), October 25 (ML093000127 and
ML093000141), October 26 (ML093000506), and October 28, 2009
(ML092150712), and the SE (ML093010003) with 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, 11555
Rockville Pike, Room O-1 F21 (First Floor), Rockville, Maryland, and
accessible electronically from the ADAMS Public Electronic Reading Room
on the Internet at the NRC Web site, 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 e-mail at [email protected].
Dated at Rockville, Maryland, this 30th day of October 2009.
For the Nuclear Regulatory Commission.
Eric J. Leeds,
Director, Office of Nuclear Reactor Regulation.
[FR Doc. E9-26805 Filed 11-5-09; 8:45 am]
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