ML070250521

Request for NRC Consent to the Transfer of Control of GE Licenses to GE-Hitachi Nuclear Energy America, LLC and for Approval of Conforming Amendments

ML070250521
Person / Time
Site:	Vallecitos Nuclear Center, 07000754, 07200001, 07105939, 07109208, 07109010, 07109204, 07001220, 07109225, 07109228, Vallecitos, 07105926, 07105979, 07109277
Issue date:	01/19/2007
From:	Monetta C General Electric Co
To:	Dyer J, Strosnider J Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML070250516	List: ML070250521 ML070250525
References
Download: ML070250521 (3)

Text

GE Energ~

Christopher Monetta General Manager Environment, Health &Safety P. 0. BOX 780 - M/C [A-101 Wilmington. NC 28402 USA January 19,2007 U.S. Nuclear Regulatory Commission Attention: Jack R. Strosnider, Jr.

Director, Office of Nuclear Material Safety and Safeguards 11555 Rockville Pike Rockville, Maryland 20852 U.S. Nuclear Regulatory Commission Attention: James E. Dyer Director, Office of Nuclear Reactor Regulation 11555 Rockville Pike Rockville, Maryland 20852

Subject:

Request for NRC Consent to the Transfer of Control of GE Licenses to GE-Hitachi Nuclear Energy America, LLC and for Approval of Conformins Amendments Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), and 10 CFR gg 50.80, 70.36 and 72.50, General Electric Company [GE) hereby requests that the Nuclear Regulatory Commission [NRC) consent to the transfer of control of certain NRC licenses presently held by GE (GE Licenses] to GE-Hitachi Nuclear Energy Americas, LLC. GE also requests IVRC approval of conforming amendments to the GE Licenses and certain listed Certificates of Compliance to reflect GE-Hitachi Nuclear Energy Americas, LLC as the licensee, Certificate holder, or registered user.

As described in the attached request: (1) GE will transfer certain of its nuclear businesses and operations in the United States to GE-Hitachi Nuclear Energy Americas, LLC, a newly formed entity; (2) this new entity will be wholly owned by GE-Hitachi Nuclear Energy Holdings, LLC; (3) GE (through various subsidiaries) will retain a 60% ownership interest in GE-Hitachi Nuclear Energy Americas, LLC; and (4) a U.S. subsidiary or subsidiaries of Hitachi Ltd., a Japanese company, will assume an General Electrlc Company

January 19,2007 Christopher Monetta. GE to NRC Page 2 of 40 indirect 40% ownership interest in GE-Hitachi Nuclear Energy Americas, LLC. There will be a direct transfer of control of GE's existing licenses to GE-Hitachi Nuclear Energy Americas, LLC when GE transfers assets and the GE Licenses to this entity and indirect transfer of control through the creation of its parent company, GE-Hitachi Nuclear Energy Holdings, LLC. The subsequent acquisition of a 40% indirect ownership interest will not involve any direct or indirect transfer of "control," but these arrangements are described herein to provide context for the approvals being sought.

The attached request involves the transfer of control of the NRC licenses identified herein held by GE for its Vallecitos Nuclear Center in Sunol, California, and its Morris-Operation Independent Spent Fuel Storage Installation in Morris, Illinois. The request involves various materials and test reactor licenses that are to be transferred.

It also requests approval of conforming license amendments for these licenses.

Notice of the planned transfer of various Certificates of Corr~pliance issued under 10 CFR Part 71 and associated quality assurance programs, as well as GE's 10 CFR Part 50 Appendix B Quality Assurance Program governing its reactor services business, is also provided. No prior written NRC consent to these transfers is required; however, GE requests the issuance of conforming amendments to reflect GE-Hitachi Nuclear Energy Americas, LLC as the Certificate holder or registered user. GE will separately request approval from NRC's Office of International Programs for amendments to effect the transfer of certain irnport and export licenses pursuant to 10 CFR 110.50(b)(6). The request for consent to transfer of control does not include I-icense No. SNM-1097 held by Global Nuclear Fuel-Americas, LLC for.the Wilmington, IVorth Carolina fuel fabrication facility, nor does it include other NRC licenses to be held by GE or its subsidiaries. There will be no direct or indirect transfer of control of these licenses.

The information in the attached request demonstrates that GE-Hitachi Nuclear Energy Americas, LLC will possess the requisite technical and financial qualifications to hold the IVRC licenses; the transfer of control is consistent with the requirements of the Act, NRC regulations, and the relevant IVRC licenses; there will be no adverse impact on public health and safety; and the transfer will not be inimical to the common defense and security of the United States. In addition, the information provided describes measures taken to assure that the IVRC licenses will not be "owned, controlled or dominated" by any alien, foreign corporation or foreign government within the meaning of those terms as used in Section 104d. of the Act.

The attached request includes a proprietary, separately bound Addendum comprised of "Attachment E-Proprietary," which contains confidential commercial or financial information. GE requests that this proprietary Addendum be withheld from public disclosure pursuant to 10 CFR 55 9.17(a)[4) and 2.390 as described in the Affidavit of Christopher J. Monetta included with Attachment E, which also provides a non-proprietary version of the material that is suitable for public disclosure.

January 19.2007 Christopher Monetta, GE to NRC Pqge 3 of 40 To the extent necessary to confirm actions committed and agreements made by GE-Hitachi Nuclear Energy Americas, LLC, as reflected in the attached request, an Affirmation by an officer of GE-Hitachi Nuclear Energy Americas, LLC will be provided to NRC in a subsequent submittal. This is a newly formed entity, and the Affirmation will be executed and submitted following the observation of corporate formalities required for the formation of the company and appointment of its officers.

It is the intention of the parties to close on the transaction as soon as practicable.

Accordingly, GE respectfully requests that the NRC issue its written consent and approve the proposed conformirlg amendments as expeditiously as possible, but in any event, on a schedule that will support a closing by April 30,2007. Such consent should be made immediately effective uporl issuance and should permit the transfer of control at any time prior to December 31,2007.

If the NRC requires additional information concerning this request, please contact Mr. Christopher J. Monetta, General Manager, Environment Safety and Health, at 910-675-6280 or at chris.monetta@ge.com. Service on GE or GE-Hitachi Nuclear Energy Americas, LLC of comments, hearing requests or intervention petitions, or other pleadings, if applicable, should be made to counsel for GE and GE-Hitachi Nuclear Energy Americas, LLC, Mr. Donald J. Silverman, Morgan Lewis & Bockius, LLP, 1111 Pennsylvar~ia Avenue, N.W., Washington, DC 20004 [tel: 202-739-5502; fax: 202-739-3001; email: dsilverman@morsanlewis.com).

Sincerely,

~hristo~her J. Monetta General Manager, Environmental, Health and Safety GE Energy - Nuclear CC: Mary Adams, NMSS Robert Pierson, NMSS Christopher Regan, NMSS Jason Zorn, OGC Marvin Mendonca, NRR

Enclosure:

Request for IVRC Consent to the Transfer of Control of GE Licenses to GE-Hitachi Nuclear Energy America, LLC and for Approval of Conforming Amendments