L-20-126, Request for Threshold Determination - Corporate Organization and Ownership

Request for Threshold Determination - Corporate Organization and Ownership

ML20125A347
Person / Time
Site:	Beaver Valley, Davis Besse, Perry, 07201043, 07200069
Issue date:	05/04/2020
From:	Energy Harbor Nuclear Corp, Energy Harbor Nuclear Generation LLC
To:	Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML20125A345	List: L-20-126, Request for Threshold Determination - Corporate Organization and Ownership ML20125A346
References
L-20-126
Download: ML20125A347 (13)

Text

Attachment 1 L-20-126 Corporate Organization and Ownership L-20-126 Redacted Nuveen Asset Management, LLC Voting Agreement (Eight pages follow)

EXECUTION VERSION ENERGY HARBOR CORP.

VOTING AGREEMENT This VOTING AGREEMENT (this Agreement) is made as of the 28th day of April, 2020, by and between Energy Harbor Corp., a Delaware corporation (the Company) and Nuveen Asset Management, LLC (together with the funds and investment accounts it manages, Nuveen).

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IN WITNESS WHEREOF, the parties hereto hav.:e caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

ENERGY HARBOR CORP.

NUVEEN ASSET MANAGEMENT, LLC By: ______________

Name:

Title:

[Signature Page to Voting Agreement}

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

ENERGY HARBOR CORP.

By:. ________________ _

Name:

Title:

NUVEEN ASSET MANAGEMENT, LLC By: ~

Name: Stuart J. Cohen

Title:

Managing Director and Head of Legal

[Signature Page to Voting Agreement]

L-20-126 Nuveen Asset Management, LLC Affidavit (Two pages follow)

10 CFR 2.390 AFFIDAVIT OF STUART COHEN I, Stuart Cohen, Managing Director and Head of Legal, Nuveen Asset Management, LLC, state that:

1.

I am authorized to execute this affidavit on behalf of Nuvcen Asset Management, LLC (Nuveen).

2.

Nuvcen is providing information in support of the "Request for Tiu-eshold Determination," submitted before the Nuclear Regulatory Commission (NRC), in regard to a stock buy-back transaction involving the current owners of Energy Harbor Corp., including Nuveen. Energy Harbor Corp. is the ultimate parent company ofNRC licensees Energy Harbor Nuclear Corp., and Energy I {arbor ~uclear Generation LLC (together, the Licensees). The document subject to this aflidavit is the "Voting Abrreement" (Voting Agreement), executed the 28th of April, 2020, by and between Energy 1 larbor Corp., and Nuveen. This document constitutes proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the poJicy reflected in 10 CFR 2.390(a)(4) and 10 CFR 9.17(a)(4),

because, to the best of my knowledge and belief:

a. This document is and has been held in confidence by Nuvecn and its affiliates.

b. This document is of the type that is held in confidence by Nuveen and its affiliates, and there is a rational basis for doing so because the information consists of highly sensitive and confidential commercial terms, and commercial and financial information. Public disclosure of this information could hamper the parties' negotiating positions in future transactions.

c. This information is being transmitted to the NRC in confidence.

d. This information is not available from public sources and could not be gathered readily from other public sources.

e. Public disclosure of this information wouh.l create substantial hanu lo the compclitivo position of Nuveen in this transaction or future transactions of the same or similar nature in disclosing Nuveen's internal posHions and policies related to such transactions with other parties who may be adverse to the commercial interests of Nuvccn.

3.

Accordingly, Nuvecn requests that the above identified Voting Agreement be withheld from public disclosure pursuant to the policy reflected in IO CFR 2.390(a)(4) and 9.17(a)(4).

Nuveen Asset Management, LLC Stuart Cohen Managing Director and Head of Legal Notary, next page.

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