[Federal Register Volume 74, Number 201 (Tuesday, October 20, 2009)]
[Notices]
[Pages 53772-53773]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-25165]
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NUCLEAR REGULATORY COMMISSION
[NRC-2009-0193; Docket Nos. 50-220 and 50-410]
EDF Development, Inc., Renewed License No. DPR-63; Constellation
Energy Nuclear Group, LLC, Renewed License No. NPF-69; Nine Mile Point
Nuclear Station, LLC (Nine Mile Point Nuclear Station Unit Nos. 1 and
2); Order Approving Application Regarding Proposed Corporate
Restructuring
I
Nine Mile Point Nuclear Station, LLC (NMPNS, LLC or the licensee)
is the holder of Renewed Facility Operating License Nos. DPR-63 and
NPF-69, which authorize the possession, use, and operation of the Nine
Mile Point Nuclear Station, Unit Nos. 1 and 2 (NMP 1 and 2). The
facility is located at the licensee's site in Oswego, New York.
II
By letter dated January 22, 2009, as supplemented on February 26,
April 8, June 25, and July 27, 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 NMP 1 and 2. The actions being sought as 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 proposed transaction, 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 NMPNS, LLC and R.E. Ginna Nuclear Power Plant, LLC, will convert to
a Delaware limited liability company and become Constellation Nuclear
Power Plants, LLC, and will exist as an intermediate holding company
between CENG and NMPNS, LLC, R.E. Ginna Nuclear Power Plant, LLC, and
Calvert Cliffs Nuclear Power Plant, LLC. 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 21015). No hearing requests or petitions to
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 in connection with
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
[[Page 53773]]
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.
The findings set forth above are supported by the NRC staff's
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 in connection with the planned investment by EDF Development,
as described herein, is approved, subject to the following conditions:
(1) The ownership and governance arrangements as a result of the
proposed transaction, is subject to the following:
(a) The Operating Agreement included with the application dated
January 22, 2009, may not be modified in any material respect
concerning decision-making 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 pursuant to the Securities and Exchange Act of 1934 that
disclose beneficial ownership of any registered classes of CEG stock.
(2) The financial arrangements resulting from the proposed
transaction, are subject to the following:
(a) The working capital and cash pooling arrangements described in
Article IV of the Operating Agreement included with the application
dated January 22, 2009, and supplement dated July 27, 2009, shall be
effective as of the date of the transfer and shall be consistent with
the representations contained in the application. CENG and NMPNS, 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 supplement to the
application dated February 26, 2009 (up to $290 million), shall be
effective as of the date of the transfer and shall be consistent with
the representations contained in the application. CENG and NMPNS, 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, except, however, the intercompany credit agreement
referenced in the current licenses for NMP 1 and 2 [condition 2.D(12)
for Unit 1 and 2.C(15) for Unit 2] may be revoked or rescinded if and
when the $290 million support agreements described in the February 26,
2009, supplement to the application become effective. CENG shall inform
the Director of the Office of Nuclear Reactor Regulation, in writing,
no later than ten 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 supplement to the
application dated July 27, 2009, shall be effective as of the date of
the transfer and shall be consistent with the representations contained
in the application. CENG and NMPNS, 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 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), and the SE 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 9th day of October 2009.
For The Nuclear Regulatory Commission.
Bruce S. Mallett,
Deputy Executive Director for Reactor and Preparedness Programs.
[FR Doc. E9-25165 Filed 10-19-09; 8:45 am]
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