In the Matter of Exelon Corporation; Constellation Energy Group, Inc.; R.E. Ginna Nuclear Power Plant, LLC; R.E. Ginna Nuclear Power Plant; R.E. Ginna Independent Spent Fuel Storage Installation; Order Approving Application Regarding Proposed Corporate Merger and Indirect Transfer of License, 11169-11171 [2012-4327]
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srobinson on DSK4SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 37 / Friday, February 24, 2012 / Notices
corporate restructuring of CENG and
associated indirect transfer of control of
the operating licenses held by NMPNS,
LLC, shall remain in full force and effect
and are incorporated herein as if fully
set forth, except as they are amended
therein.
2. The Nuclear Advisory Committee
of Constellation Energy Nuclear Group,
LLC, shall prepare an Annual Report
regarding the status of foreign
ownership, control, or domination of
the licensed activities of power reactors
under the control, in whole or part, of
Constellation Energy Nuclear Group,
LLC. The Report shall be submitted to
the NRC within 30 days of completion
of the Nuclear Advisory Committee
Report, or by January 31 of each year
(whichever occurs first). No action shall
be taken by Constellation Energy
Nuclear Group, LLC, or any entity to
cause Constellation Nuclear, LLC,
Exelon Generation, LLC, or their parent
companies, subsidiaries or successors to
modify the Nuclear Advisory Committee
Report before submittal to the NRC. The
Report shall be made available to the
public, with the potential exception of
information that meets the requirements
for withholding such information from
public disclosure under the regulations
of 10 CFR 2.390, ‘‘Public Inspections,
Exemptions, Requests for Withholding.’’
3. Records of all votes by EDF Inc., or
its representatives, on the Constellation
Energy Nuclear Group, LLC, Board of
Directors and the use of the Chairman’s
casting vote will be sent to the Nuclear
Advisory Committee and shall be
reviewed by the Nuclear Advisory
Committee to ensure that no foreign
interests have exercised foreign
ownership, control, or domination over
the licensed activities of Nine Mile
Point Nuclear Station, Units 1 and 2,
and that no action taken by a foreign
interest involved with licensed
activities is inimical to the common
defense and security. The results of the
Nuclear Advisory Committee’s review
shall be summarized in the Nuclear
Advisory Committee Report and shall
include discussions of any use of the
Chairman’s casting vote, determinations
whether an exercise of foreign
ownership, control, or domination has
occurred, or that foreign involvement
with licensed activities was inimical to
the common defense and security.
4. Exelon Generation, LLC shall enter
into the $205 million Support
Agreement for Constellation Energy
Nuclear Group, LLC, as described in the
November 11, 2011, supplement to the
May 12, 2011, indirect license transfer
application, no later than the time the
proposed transactions and indirect
license transfers occur. The Exelon
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18:34 Feb 23, 2012
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Generation, LLC, Support Agreement
shall supersede the Support Agreement
provided by Constellation Energy
Group, Inc., and shall be consistent with
the representations contained in the
application. Constellation Energy
Nuclear Group, LLC, shall take no
action to cause Exelon Generation, LLC,
or its successors and assigns, to void,
cancel, or materially modify the Support
Agreement or cause it to fail to perform,
or impair its performance under the
Support Agreement, without the prior
written consent of the NRC. The
Support Agreement may not be
amended or modified without 30 days
prior written notice to the Director of
the Office of Nuclear Reactor Regulation
or his designee. An executed copy of the
Support Agreement shall be submitted
to the NRC no later than 30 days after
the completion of the proposed merger
and the indirect license transfers.
Constellation Energy Nuclear Group,
LLC, shall inform the NRC in writing no
later than 10 days after any funds are
provided to Constellation Energy
Nuclear Group, LLC, or any of the
licensees by Exelon Generation, LLC,
under the Support Agreement.
5. Upon consummation of the merger,
Constellation Energy Nuclear Group,
LLC, shall submit to the NRC, the
amended and restated Constellation
Energy Nuclear Group, LLC, Operating
Agreement, reflecting the terms set forth
in the Settlement Agreement, including
the proposed revisions provided in the
January 25, 2012, supplement to the
application. The amended and restated
Operating Agreement may not be
modified in any respect concerning
decisionmaking authority over nuclear
safety, security, and reliability without
the prior written consent of the Director,
Office of Nuclear Reactor Regulation.
6. Should the proposed corporate
merger 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.
It is further ordered that, after receipt
of all required regulatory approvals of
the proposed indirect transfer action,
Exelon Generation shall inform the
Director of the Office of Nuclear Reactor
Regulation in writing of the date of the
closing of the corporate merger of
Exelon and CEG.
This Order is effective upon issuance.
For further details with respect to this
Order, see the initial application dated
May 12, 2011 (Agencywide Documents
Access and Management System
Accession No. ML11138A159), as
supplemented by letters dated June 17
(ML11173A067), August 3
PO 00000
Frm 00107
Fmt 4703
Sfmt 4703
11169
(ML112150519), August 12
(ML11234A062), October 13
(ML113050083), November 10
(ML11335A024), November 11
(ML113180265), November 18
(ML11325A258), and November 22,
2011 (ML113260456), and January 19
(ML12019A0346), and January 25, 2012
(ML12032A153), and the SE dated
February 15, 2012, 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,
MD. 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 PDR
reference staff by telephone at 1–800–
397–4209 or 301–415–4737, or by email
to pdr.resource@nrc.gov.
Dated at Rockville, Maryland, this 15th day
of February 2012.
For the Nuclear Regulatory Commission.
Michele G. Evans,
Director, Division of Operating Reactor
Licensing, Office of Nuclear Reactor
Regulation.
[FR Doc. 2012–4324 Filed 2–23–12; 8:45 am]
BILLING CODE 7590–01–P
NUCLEAR REGULATORY
COMMISSION
[NRC–2009–0192; Docket Nos. 50–244 and
72–67; License No. DPR–18; Docket No. 72–
67; General License]
In the Matter of Exelon Corporation;
Constellation Energy Group, Inc.; R.E.
Ginna Nuclear Power Plant, LLC; R.E.
Ginna Nuclear Power Plant; R.E. Ginna
Independent Spent Fuel Storage
Installation; Order Approving
Application Regarding Proposed
Corporate Merger and Indirect Transfer
of License
I
R.E. Ginna Nuclear Power Plant, LLC
(R.E. 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).
R.E. Ginna, LLC, is also the holder of the
general license for the R.E. Ginna
Independent Spent Fuel Storage
Installation (ISFSI) which authorizes the
possession, use and operation of the
R.E. Ginna ISFSI and authorizes R.E.
Ginna, LLC to receive, possess, transfer,
E:\FR\FM\24FEN1.SGM
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11170
Federal Register / Vol. 77, No. 37 / Friday, February 24, 2012 / Notices
and store power reactor spent fuel at the
R.E. Ginna ISFSI. The facilities are
located in Wayne County, New York.
srobinson on DSK4SPTVN1PROD with NOTICES
II
By letter dated May 12, 2011, as
supplemented on June 17, August 12,
October 13, November 10, November 11,
November 18, and November 22, 2011,
and January 19, and January 25, 2012
(collectively, the application), Exelon
Generation Company, LLC (Exelon
Generation), acting on behalf of itself,
Exelon Corporation (Exelon), and
Exelon Ventures Company, LLC (Exelon
Ventures), and Constellation Energy
Nuclear Group, LLC (CENG), acting on
behalf of itself, and the licensee,
requested that the U.S. Nuclear
Regulatory Commission (NRC, the
Commission), pursuant to Title 10 of the
Code of Federal Regulations (10 CFR)
50.80, consent to the proposed indirect
license transfer of Renewed Facility
Operating License No. DPR–18, that
would be effected by the indirect
transfer of control of the ownership and
operating interests in R.E. Ginna, LLC.
The transfer being sought is a result of
the proposed merger between Exelon
and one of CENG’s parent companies,
Constellation Energy Group, Inc. (CEG),
whereby CEG would be merged into
Exelon and ownership of CEG’s 50.01
percent of CENG would be transferred to
Exelon. The remaining 49.99 percent
ownership of CENG is held by EDF, Inc.
The licensee is a direct wholly owned
subsidiary of Constellation Nuclear
Power Plants, LLC, which, in turn, is a
direct wholly owned subsidiary of
CENG.
The proposed merger will be
accomplished in several steps and the
involvement of the following entities:
CEG, Exelon, Exelon Generation, Exelon
Ventures, Bolt Acquisition Corporation
(Bolt) (an Exelon subsidiary formed for
the sole purpose of merging with CEG),
and Constellation Nuclear, LLC (CNL) (a
wholly owned subsidiary of CEG and
intermediate parent company of R. E.
Ginna, LLC). Following the closing of
the transfers, Exelon will be the ultimate
parent company of CNL, CENG, and the
licensee.
Exelon Ventures and Bolt are direct
wholly owned subsidiaries of Exelon.
Exelon Generation is a direct wholly
owned subsidiary of Exelon Ventures.
First, the acquisition of CEG by Exelon
will be effected by the merger of Bolt
with and into CEG, with CEG being the
surviving corporation. As a result of the
merger, CEG will be a direct wholly
owned subsidiary of Exelon, and former
CEG shareholders will become
shareholders of Exelon. Immediately
after the merger, CEG will distribute to
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18:34 Feb 23, 2012
Jkt 226001
Exelon, as a dividend, 100 percent of
the equity interests of several companies
unrelated to CEG’s nuclear and other
generation business, including
Baltimore Gas and Electric Company.
Second, and concurrent with the
distribution of CEG’s equity interests in
RF HoldCo LLC (the holding company
for Baltimore Gas and Electric
Company), CEG will merge into Exelon,
resulting in the termination of CEG’s
corporate existence. Exelon will then
contribute 100 percent of its equity
interest in CEG to Exelon Ventures,
which, in turn, will contribute the
equity interest to Exelon Generation,
resulting in CEG becoming a direct
wholly owned subsidiary of Exelon
Generation. CEG will then cease to exist,
making CNL a direct wholly owned
subsidiary of Exelon Generation. Exelon
will indirectly own 100 percent of CNL
through its wholly owned subsidiary,
Exelon Generation.1
CNL, through wholly owned
subsidiaries, has a 50.01 percent
ownership interest in CENG; EDF Inc.
has a 49.99 percent ownership interest
in CENG. EDF Inc. is a U.S. corporation
organized under the laws of the State of
Delaware and is a wholly owned
subsidiary of E.D.F. International SAS, a
limited company organized under the
laws of France, which is, in turn, a
´
wholly owned subsidiary of Electricite
de France SA, a French limited
company. As a result of the merger,
CNL, as a direct subsidiary of Exelon
Generation, will continue to indirectly
hold a 50.01 percent ownership interest
in CENG; EDF Inc. will continue to have
a 49.99 percent ownership interest in
CENG. EDF Inc.’s 49.99 percent
ownership interest in CENG is
unaffected by the merger of Exelon and
CEG and associated indirect license
transfer.
No physical changes to the facilities
or operational changes are being
proposed in the application.
Notice of the request for approval and
opportunity for a hearing was published
in the Federal Register on July 8, 2011
(76 FR 40403). No comments or hearing
requests were received.
Pursuant to 10 CFR 50.80(a), 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 as
supplemented and other information
before the Commission, and relying
upon the representations and
1 See Revised Figure 3, ‘‘Post-Transaction Final
Organization,’’ from letter dated November 11,
2011.
PO 00000
Frm 00108
Fmt 4703
Sfmt 4703
agreements in the application, the NRC
staff has determined that the proposed
indirect transfer of control of the subject
license held by the licensee to the extent
such will result from the proposed
merger of CEG and Exelon, as described
in the application, will not affect the
qualifications of the licensee to hold the
respective license and is 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 findings set forth above are
supported by a safety evaluation (SE)
dated February 15, 2012.
III
Accordingly, pursuant to Sections
161b, 161i, 161o, and 184 of the Atomic
Energy Act of 1954, as amended (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 transfer related to the proposed
corporate merger, as described herein, is
approved, subject to the following
conditions:
1. All conditions contained in the
‘‘Order Superseding Order of October 9,
2009, Approving Application Regarding
Proposed Corporate Restructuring,’’
dated October 30, 2009, concerning the
corporate restructuring of CENG and
associated indirect transfer of control of
the operating license held by R.E.
Ginna, LLC, shall remain in full force
and effect and are incorporated herein
as if fully set forth, except as they are
amended herein.
2. The Nuclear Advisory Committee
of Constellation Energy Nuclear Group,
LLC, shall prepare an Annual Report
regarding the status of foreign
ownership, control, or domination of
the licensed activities of power reactors
under the control, in whole or part, of
Constellation Energy Nuclear Group,
LLC. The Report shall be submitted to
the NRC within 30 days of completion
of the Nuclear Advisory Committee
Report, or by January 31 of each year
(whichever occurs first). No action shall
be taken by Constellation Energy
Nuclear Group, LLC, or any entity to
cause Constellation Nuclear, LLC,
Exelon Generation, LLC, or their parent
companies, subsidiaries or successors to
modify the Nuclear Advisory Committee
Report before submittal to the NRC. The
Report shall be made available to the
public, with the potential exception of
information that meets the requirements
for withholding such information from
public disclosure under the regulations
of 10 CFR 2.390, ‘‘Public Inspections,
Exemptions, Requests for Withholding.’’
E:\FR\FM\24FEN1.SGM
24FEN1
srobinson on DSK4SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 37 / Friday, February 24, 2012 / Notices
3. Records of all votes by EDF Inc., or
its representatives, on the Constellation
Energy Nuclear Group, LLC, Board of
Directors and the use of the Chairman’s
casting vote will be sent to the Nuclear
Advisory Committee and shall be
reviewed by the Nuclear Advisory
Committee to ensure that no foreign
interests have exercised foreign
ownership, control, or domination over
the licensed activities of R.E. Ginna
Nuclear Power Plant, and that no action
taken by a foreign interest involved with
licensed activities is inimical to the
common defense and security. The
results of the Nuclear Advisory
Committee’s review shall be
summarized in the Nuclear Advisory
Committee Report and shall include
discussions of any use of the Chairman’s
casting vote, determinations whether an
exercise of foreign ownership, control,
or domination has occurred, or that
foreign involvement with licensed
activities was inimical to the common
defense and security.
4. Exelon Generation, LLC shall enter
into the $205 million Support
Agreement for Constellation Energy
Nuclear Group, LLC, as described in the
November 11, 2011, supplement to the
May 12, 2011, indirect license transfer
application, no later than the time the
proposed transactions and indirect
license transfers occur. The Exelon
Generation, LLC, Support Agreement
shall supersede the Support Agreement
provided by Constellation Energy
Group, Inc., and shall be consistent with
the representations contained in the
application. Constellation Energy
Nuclear Group, LLC, shall take no
action to cause Exelon Generation, LLC,
or its successors and assigns, to void,
cancel, or materially modify the Support
Agreement or cause it to fail to perform,
or impair its performance under the
Support Agreement, without the prior
written consent of the NRC. The
Support Agreement may not be
amended or modified without 30 days
prior written notice to the Director of
the Office of Nuclear Reactor Regulation
or his designee. An executed copy of the
Support Agreement shall be submitted
to the NRC no later than 30 days after
the completion of the proposed merger
and the indirect license transfers.
Constellation Energy Nuclear Group,
LLC, shall inform the NRC in writing no
later than 10 days after any funds are
provided to Constellation Energy
Nuclear Group, LLC, or any of the
licensees by Exelon Generation, LLC,
under the Support Agreement.
5. Upon consummation of the merger,
Constellation Energy Nuclear Group,
LLC, shall submit to the NRC, the
amended and restated Constellation
VerDate Mar<15>2010
18:34 Feb 23, 2012
Jkt 226001
Energy Nuclear Group, LLC, Operating
Agreement, reflecting the terms set forth
in the Settlement Agreement, including
the proposed revisions provided in the
January 25, 2012, supplement to the
application. The amended and restated
Operating Agreement may not be
modified in any respect concerning
decisionmaking authority over nuclear
safety, security, and reliability without
the prior written consent of the Director,
Office of Nuclear Reactor Regulation.
6. Should the proposed corporate
merger 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.
It is further ordered that, after receipt
of all required regulatory approvals of
the proposed indirect transfer action,
Exelon Generation shall inform the
Director of the Office of Nuclear Reactor
Regulation in writing of the date of the
closing of the corporate merger of
Exelon and CEG.
This Order is effective upon issuance.
For further details with respect to this
Order, see the initial application dated
May 12, 2011 (Agencywide Documents
Access and Management System
Accession No. ML11138A159), as
supplemented by letters dated June 17
(ML11173A067), August 3
(ML112150519), August 12
(ML11234A062), October 13
(ML113050083), November 10
(ML11335A024), November 11
(ML113180265), November 18
(ML11325A258), and November 22,
2011 (ML113260456), and January 19
(ML12019A0346), and January 25, 2012
(ML12032A153), and the SE dated
February 15, 2012, 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,
MD. 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 PDR
reference staff by telephone at 1–800–
397–4209 or 301–415–4737, or by email
to pdr.resource@nrc.gov.
Dated at Rockville, Maryland, this 15th day
of February 2012.
PO 00000
Frm 00109
Fmt 4703
Sfmt 4703
11171
For the Nuclear Regulatory Commission.
Michele G. Evans,
Director, Division of Operating Reactor
Licensing, Office of Nuclear Reactor
Regulation.
[FR Doc. 2012–4327 Filed 2–23–12; 8:45 am]
BILLING CODE 7590–01–P
NUCLEAR REGULATORY
COMMISSION
[Docket No. 50–483; NRC–2012–0001]
License Renewal Application for
Callaway Plant, Unit 1, Union Electric
Company
Nuclear Regulatory
Commission.
ACTION: Intent to prepare environmental
impact statement and conduct scoping
process.
AGENCY:
Union Electric Company, a
subsidiary of Ameren Corporation and
doing business as Ameren Missouri
(Ameren), has submitted to the U.S.
Nuclear Regulatory Commission (NRC)
an application for renewal of Facility
Operating License NPF–30 for an
additional 20 years of operation at
Callaway Plant, Unit 1 (Callaway).
Callaway is located in Callaway County,
MO. The current operating license for
Callaway expires on October 18, 2024.
DATES: The public scoping meeting will
be held on March 14, 2012. The first
session will be from 2 p.m. to 4 p.m.,
and the second session will be from 7:00
p.m. to 9:00 p.m. Submit comments by
April 24, 2012. Comments received after
these dates will be considered if it is
practical to do so, but assurance of
consideration cannot be given to
comments received after this date.
ADDRESSES: You may access information
and comment submissions related to
this document, which the NRC
possesses and is publicly-available, by
searching on https://www.regulations.gov
under Docket ID NRC–2012–0001. You
may submit comments by the following
methods:
• Federal Rulemaking Web site: Go to
https://www.regulations.gov and search
for Docket ID NRC–2012–0001. Address
questions about NRC dockets to Carol
Gallagher; telephone: 301–492–3668;
email: Carol.Gallagher@nrc.gov.
• Mail comments to: Cindy Bladey,
Chief, Rules, Announcements, and
Directives Branch (RADB), Office of
Administration, Mail Stop: TWB–05–
B01M, U.S. Nuclear Regulatory
Commission, Washington, DC 20555–
0001.
• Fax comments to: RADB at 301–
492–3446.
SUMMARY:
E:\FR\FM\24FEN1.SGM
24FEN1
]]>Agencies
[Federal Register Volume 77, Number 37 (Friday, February 24, 2012)]
[Notices]
[Pages 11169-11171]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-4327]
-----------------------------------------------------------------------
NUCLEAR REGULATORY COMMISSION
[NRC-2009-0192; Docket Nos. 50-244 and 72-67; License No. DPR-18;
Docket No. 72-67; General License]
In the Matter of Exelon Corporation; Constellation Energy Group,
Inc.; R.E. Ginna Nuclear Power Plant, LLC; R.E. Ginna Nuclear Power
Plant; R.E. Ginna Independent Spent Fuel Storage Installation; Order
Approving Application Regarding Proposed Corporate Merger and Indirect
Transfer of License
I
R.E. Ginna Nuclear Power Plant, LLC (R.E. 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). R.E. Ginna, LLC, is also the holder
of the general license for the R.E. Ginna Independent Spent Fuel
Storage Installation (ISFSI) which authorizes the possession, use and
operation of the R.E. Ginna ISFSI and authorizes R.E. Ginna, LLC to
receive, possess, transfer,
[[Page 11170]]
and store power reactor spent fuel at the R.E. Ginna ISFSI. The
facilities are located in Wayne County, New York.
II
By letter dated May 12, 2011, as supplemented on June 17, August
12, October 13, November 10, November 11, November 18, and November 22,
2011, and January 19, and January 25, 2012 (collectively, the
application), Exelon Generation Company, LLC (Exelon Generation),
acting on behalf of itself, Exelon Corporation (Exelon), and Exelon
Ventures Company, LLC (Exelon Ventures), and Constellation Energy
Nuclear Group, LLC (CENG), acting on behalf of itself, and the
licensee, requested that the U.S. Nuclear Regulatory Commission (NRC,
the Commission), pursuant to Title 10 of the Code of Federal
Regulations (10 CFR) 50.80, consent to the proposed indirect license
transfer of Renewed Facility Operating License No. DPR-18, that would
be effected by the indirect transfer of control of the ownership and
operating interests in R.E. Ginna, LLC. The transfer being sought is a
result of the proposed merger between Exelon and one of CENG's parent
companies, Constellation Energy Group, Inc. (CEG), whereby CEG would be
merged into Exelon and ownership of CEG's 50.01 percent of CENG would
be transferred to Exelon. The remaining 49.99 percent ownership of CENG
is held by EDF, Inc.
The licensee is a direct wholly owned subsidiary of Constellation
Nuclear Power Plants, LLC, which, in turn, is a direct wholly owned
subsidiary of CENG.
The proposed merger will be accomplished in several steps and the
involvement of the following entities: CEG, Exelon, Exelon Generation,
Exelon Ventures, Bolt Acquisition Corporation (Bolt) (an Exelon
subsidiary formed for the sole purpose of merging with CEG), and
Constellation Nuclear, LLC (CNL) (a wholly owned subsidiary of CEG and
intermediate parent company of R. E. Ginna, LLC). Following the closing
of the transfers, Exelon will be the ultimate parent company of CNL,
CENG, and the licensee.
Exelon Ventures and Bolt are direct wholly owned subsidiaries of
Exelon. Exelon Generation is a direct wholly owned subsidiary of Exelon
Ventures. First, the acquisition of CEG by Exelon will be effected by
the merger of Bolt with and into CEG, with CEG being the surviving
corporation. As a result of the merger, CEG will be a direct wholly
owned subsidiary of Exelon, and former CEG shareholders will become
shareholders of Exelon. Immediately after the merger, CEG will
distribute to Exelon, as a dividend, 100 percent of the equity
interests of several companies unrelated to CEG's nuclear and other
generation business, including Baltimore Gas and Electric Company.
Second, and concurrent with the distribution of CEG's equity interests
in RF HoldCo LLC (the holding company for Baltimore Gas and Electric
Company), CEG will merge into Exelon, resulting in the termination of
CEG's corporate existence. Exelon will then contribute 100 percent of
its equity interest in CEG to Exelon Ventures, which, in turn, will
contribute the equity interest to Exelon Generation, resulting in CEG
becoming a direct wholly owned subsidiary of Exelon Generation. CEG
will then cease to exist, making CNL a direct wholly owned subsidiary
of Exelon Generation. Exelon will indirectly own 100 percent of CNL
through its wholly owned subsidiary, Exelon Generation.\1\
---------------------------------------------------------------------------
\1\ See Revised Figure 3, ``Post-Transaction Final
Organization,'' from letter dated November 11, 2011.
---------------------------------------------------------------------------
CNL, through wholly owned subsidiaries, has a 50.01 percent
ownership interest in CENG; EDF Inc. has a 49.99 percent ownership
interest in CENG. EDF Inc. is a U.S. corporation organized under the
laws of the State of Delaware and is a wholly owned subsidiary of
E.D.F. International SAS, a limited company organized under the laws of
France, which is, in turn, a wholly owned subsidiary of
Electricit[eacute] de France SA, a French limited company. As a result
of the merger, CNL, as a direct subsidiary of Exelon Generation, will
continue to indirectly hold a 50.01 percent ownership interest in CENG;
EDF Inc. will continue to have a 49.99 percent ownership interest in
CENG. EDF Inc.'s 49.99 percent ownership interest in CENG is unaffected
by the merger of Exelon and CEG and associated indirect license
transfer.
No physical changes to the facilities or operational changes are
being proposed in the application.
Notice of the request for approval and opportunity for a hearing
was published in the Federal Register on July 8, 2011 (76 FR 40403). No
comments or hearing requests were received.
Pursuant to 10 CFR 50.80(a), 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 as
supplemented and other information before the Commission, and relying
upon the representations and agreements in the application, the NRC
staff has determined that the proposed indirect transfer of control of
the subject license held by the licensee to the extent such will result
from the proposed merger of CEG and Exelon, as described in the
application, will not affect the qualifications of the licensee to hold
the respective license and is 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 findings set forth above are supported by a safety evaluation
(SE) dated February 15, 2012.
III
Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the
Atomic Energy Act of 1954, as amended (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 transfer
related to the proposed corporate merger, as described herein, is
approved, subject to the following conditions:
1. All conditions contained in the ``Order Superseding Order of
October 9, 2009, Approving Application Regarding Proposed Corporate
Restructuring,'' dated October 30, 2009, concerning the corporate
restructuring of CENG and associated indirect transfer of control of
the operating license held by R.E. Ginna, LLC, shall remain in full
force and effect and are incorporated herein as if fully set forth,
except as they are amended herein.
2. The Nuclear Advisory Committee of Constellation Energy Nuclear
Group, LLC, shall prepare an Annual Report regarding the status of
foreign ownership, control, or domination of the licensed activities of
power reactors under the control, in whole or part, of Constellation
Energy Nuclear Group, LLC. The Report shall be submitted to the NRC
within 30 days of completion of the Nuclear Advisory Committee Report,
or by January 31 of each year (whichever occurs first). No action shall
be taken by Constellation Energy Nuclear Group, LLC, or any entity to
cause Constellation Nuclear, LLC, Exelon Generation, LLC, or their
parent companies, subsidiaries or successors to modify the Nuclear
Advisory Committee Report before submittal to the NRC. The Report shall
be made available to the public, with the potential exception of
information that meets the requirements for withholding such
information from public disclosure under the regulations of 10 CFR
2.390, ``Public Inspections, Exemptions, Requests for Withholding.''
[[Page 11171]]
3. Records of all votes by EDF Inc., or its representatives, on the
Constellation Energy Nuclear Group, LLC, Board of Directors and the use
of the Chairman's casting vote will be sent to the Nuclear Advisory
Committee and shall be reviewed by the Nuclear Advisory Committee to
ensure that no foreign interests have exercised foreign ownership,
control, or domination over the licensed activities of R.E. Ginna
Nuclear Power Plant, and that no action taken by a foreign interest
involved with licensed activities is inimical to the common defense and
security. The results of the Nuclear Advisory Committee's review shall
be summarized in the Nuclear Advisory Committee Report and shall
include discussions of any use of the Chairman's casting vote,
determinations whether an exercise of foreign ownership, control, or
domination has occurred, or that foreign involvement with licensed
activities was inimical to the common defense and security.
4. Exelon Generation, LLC shall enter into the $205 million Support
Agreement for Constellation Energy Nuclear Group, LLC, as described in
the November 11, 2011, supplement to the May 12, 2011, indirect license
transfer application, no later than the time the proposed transactions
and indirect license transfers occur. The Exelon Generation, LLC,
Support Agreement shall supersede the Support Agreement provided by
Constellation Energy Group, Inc., and shall be consistent with the
representations contained in the application. Constellation Energy
Nuclear Group, LLC, shall take no action to cause Exelon Generation,
LLC, or its successors and assigns, to void, cancel, or materially
modify the Support Agreement or cause it to fail to perform, or impair
its performance under the Support Agreement, without the prior written
consent of the NRC. The Support Agreement may not be amended or
modified without 30 days prior written notice to the Director of the
Office of Nuclear Reactor Regulation or his designee. An executed copy
of the Support Agreement shall be submitted to the NRC no later than 30
days after the completion of the proposed merger and the indirect
license transfers. Constellation Energy Nuclear Group, LLC, shall
inform the NRC in writing no later than 10 days after any funds are
provided to Constellation Energy Nuclear Group, LLC, or any of the
licensees by Exelon Generation, LLC, under the Support Agreement.
5. Upon consummation of the merger, Constellation Energy Nuclear
Group, LLC, shall submit to the NRC, the amended and restated
Constellation Energy Nuclear Group, LLC, Operating Agreement,
reflecting the terms set forth in the Settlement Agreement, including
the proposed revisions provided in the January 25, 2012, supplement to
the application. The amended and restated Operating Agreement may not
be modified in any respect concerning decisionmaking authority over
nuclear safety, security, and reliability without the prior written
consent of the Director, Office of Nuclear Reactor Regulation.
6. Should the proposed corporate merger 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.
It is further ordered that, after receipt of all required
regulatory approvals of the proposed indirect transfer action, Exelon
Generation shall inform the Director of the Office of Nuclear Reactor
Regulation in writing of the date of the closing of the corporate
merger of Exelon and CEG.
This Order is effective upon issuance.
For further details with respect to this Order, see the initial
application dated May 12, 2011 (Agencywide Documents Access and
Management System Accession No. ML11138A159), as supplemented by
letters dated June 17 (ML11173A067), August 3 (ML112150519), August 12
(ML11234A062), October 13 (ML113050083), November 10 (ML11335A024),
November 11 (ML113180265), November 18 (ML11325A258), and November 22,
2011 (ML113260456), and January 19 (ML12019A0346), and January 25, 2012
(ML12032A153), and the SE dated February 15, 2012, 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, MD. 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 PDR reference staff by telephone at 1-800-397-4209 or 301-415-
4737, or by email to pdr.resource@nrc.gov.
Dated at Rockville, Maryland, this 15th day of February 2012.
For the Nuclear Regulatory Commission.
Michele G. Evans,
Director, Division of Operating Reactor Licensing, Office of Nuclear
Reactor Regulation.
[FR Doc. 2012-4327 Filed 2-23-12; 8:45 am]
BILLING CODE 7590-01-P
