ML11311A148
| ML11311A148 | |
| Person / Time | |
|---|---|
| Site: | Millstone, Haddam Neck, Yankee Rowe, Maine Yankee |
| Issue date: | 11/04/2011 |
| From: | Rocheleau D Central Vermont Public Service Corporation |
| To: | Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation |
| References | |
| Download: ML11311A148 (13) | |
Text
Central Vermont Public Seice Corporation 10 CFR 50.80 November 4, 2011 U. S. Nuclear Regulatory Commission Washington, D.C. 20555 ATTENTION:
SUBJECT:
Document Control Desk NRC License No. NPF-49 (Docket No. 50-423) (Millstone Power Station, Unit No. 3);
License No. DPR-36 (Dockets Nos. 50-309, 72-30) (Maine Yankee); License No.
DPR-61 (Docket Nos. 50-213, 72-39) (Connecticut Yankee); and License No. DPR-3 (Docket Nos.50-029, 72-31)(Yankee Atomic)
REFERENCE:
(1) Application for Consent to Proposed License Transfers; Request for Threshold Determination, dated September 9, 2011 Supplemental Information As discussed with the NRC Staff during a teleconference on October 25, 2011, we enclose a draft form of Merger Agreement associated with the proposed combination of Central Vermont Public Service Corporation (CVPS) and Green Mountain Power Corporation (Green Mountain Power). As described in Reference (1), following the proposed acquisition of CVPS by Gaz M6tro Limited Partnership (Gaz Metro), the applicants intend to carry out a restructuring involving the combination of CVPS and Green Mountain Power, a current wholly owned subsidiary of Gaz M6tro. Both CVPS and Green Mountain Power are regulated public utilities in the State of Vermont.
As part of the restructuring, it is anticipated that CVPS will merge with and into Green Mountain Power, with Green Mountain Power as the surviving corporation. The enclosed form of Merger Agreement reflects this structure for the transaction. It is also possible that a new entity will be created and both CVPS and Green Mountain Power will merge with and into the new entity. In any event, the end result of the restructuring will be the same with CVPS and Green Mountain Power becoming a combined company (the Combined Company) that will be a Vermont regulated public utility. Moreover, the combination will not change any upstream ownership of CVPS.
The enclosed form of Merger Agreement has also been submitted to the Vermont Public Service Board and the Federal Energy Regulatory Commission as part of the applications to those authorities for regulatory approval. The applicants will submit to the NRC an updated form of Merger 77 Grove St., Rutland, VT 05701
- Web Site: http://www.cvps.com
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NRC Document Control Desk Page 2 Agreement if the planned structure of the transaction changes or if there are other material changes.
In addition, as committed in Reference (1), the applicants will submit the executed Merger Agreement for the CVPS-Green Mountain Power combination when it becomes available.
As explained in Reference (1), the combination of CVPS and Green Mountain Power is expected to take place within three months after the acquisition of CVPS by Gaz M6tro.
CVPS and the Combined Company will implement a Negation Action Plan in accordance with NRC guidance to assure continued U.S. control over all matters required to be under U.S. control related to the company's minority ownership interests in Millstone Unit 3 and the Yankee Companies.
The combination of CVPS and Green Mountain Power is expected to produce significant benefits as described in Reference (1). The objective is to combine the two leading electric utilities in Vermont, CVPS and Green Mountain Power. The combination would create the largest electricity distributor in Vermont serving nearly 250,000 customers, and is expected to produce $144 million in savings to CVPS and Green Mountain Power customers over 10 years. Further, the Combined Company will have better access to capital, which is important to improving and protecting electric reliability for customers. The Combined Company will have a more integrated approach to power purchasing and generation development, which will create more purchasing power, and help achieve state and federal renewable generation goals. The Combined Company will also have an enhanced ability to respond to storms and restore power quickly, due to the combination of contiguous service territories and closer coordination of responses through one storm center, and more flexibility with the combined field staff.
A combined organizational structure will be developed for the Combined Company, which will be staffed by the strongest team of executives and professional staff. By virtue of Gaz M6tro's current ownership of Green Mountain Power (which it has held since 2007), Gaz Metro is uniquely positioned to acquire CVPS and combine CVPS and Green Mountain Power together into one stronger utility for the benefit of our combined customer base. Gaz Metro's philosophy is to rely on experienced local management. The Combined Company will be a Vermont-managed, stand-alone utility just as Green Mountain Power is now. Neither Gaz M6tro nor its wholly-owned U.S. subsidiary holding company Northern New England Energy Corporation (NNEEC) will manage the Combined Company, which will instead be managed by its own local management and locally-based independent board of directors. As committed in Reference (1), we will provide the NRC with an updated list as necessary of the directors and principal officers for the Combined Company.
We believe that the information contained in Reference (1) and this supplement is sufficient to enable the NRC to complete its acceptance review relating to the second merger. The applicants have provided the necessary information about the transferee and a description of the purposes for which the transfer of the license is requested and the nature of the transaction necessitating or making desirable the transfer of the license, as required by 10 CFR 50.80(b)(1) and (2).
Additionally, in Attachment (7) to Reference (1), the Applicants provided a list of state and federal regulatory filings or approvals that are needed in connection with the merger.
The Applicants committed to update the information contained in Attachment (7) to reflect the docket numbers assigned for each filing once the information became known.
Accordingly, please refer to the 77 Grove St., Rutland, VT 05701
- Web Site: http://www.cvps.com M\\C - 0390091000001 - 3321892 v1
NRC Document Control Desk Page 3 attached revised Attachment (7), which is set forth in Attachment (2) to this transmittal, for the updated information.
Should you have any questions or require additional information regarding this supplemental information, please contact Stephen W. Page, Manager, Energy Administration, CVPS, at 802-747-5290.
Sincerely, Dale A. Rocheleau Senior Vice President, General Counsel
& Corporate Secretary Central Vermont Public Service Corporation STATE OF VERMONT TO WIT:
CITY OF RUTLAND I, Dale A. Rocheleau, state that I am the Senior Vice President, General Counsel & Corporate Secretary for Central Vermont Public Service Corporation, and that I am duly authorized to execute and file this application supplement on behalf of the company. To the best of my knowledge and belief, the statements contained in this documerit are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the companies. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.
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Subscribed and oworn before me, a Notary Public in and for the State of Vermont and City of Rutland, this 3"" day of Noge15-2011.
WITNESS my Hand and Notorial Seal:
My Commission Expires:
2-iO 15L amqic m
Date
Attachment:
(1)
Form of Agreement and Plan of Merger (Second Merger)
(2)
Updated Attachment (7) 77 Grove St., Rutland, VT 05701
- Web Site: http://www.cvps.com
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NRC Document Control Desk Page 4 cc:
Carleen J. Sanders, NRC Project Manager for Millstone 3 John M. Goshen, NRC Project Manager for Maine Yankee, Haddam Neck, and Yankee Rowe Susan Uttal, NRC Office of General Counsel Thomas Fredrichs, Senior Level Advisor for Financial Matters, NRR USNRC, Director, Office of Nuclear Reactor Regulation USNRC, Director, Office of Nuclear Material Safety and Safeguards Regional Administrator - NRC Region I NRC Senior Resident Inspector - Millstone 3 Lillian M. Cuoco, Senior Counsel, Dominion Resources Services, Inc.
Joseph D. Fay, General Counsel for the Yankee Companies Nicholas J. Scobbo, Jr., Ferriter Scobbo & Rodophele, PC, General Counsel for Massachusetts Municipal Wholesale Electric Company Peter Dion, President, Massachusetts Municipal Wholesale Electric Company Daniel F. Stenger, Hogan Lovells US LLP Thomas L. Cubbage Ill, Covington & Burling LLP Richard A. Meserve, Covington & Burling LLP 77 Grove St., Rutland, VT 05701
- Web Site: http://www.cvps.com
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ATTACHMENT (1)
Form of Agreement and Plan of Merger
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Exh..Pet.-Johit-3
- AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated
- 20_,
is made by and between GREEN MOUNTAIN POWER CORPORATION, a Vermont.
public utility corporation with a place of business in Colchester, Vermont ("G`MP'), and CENTRAL VERMONT PUBLIC SERVICE CORPORATION, a Vermont public utility corporation with a place of business in Rutland, Vermont.("CVPS").
RECITALS WHEREAS, Northern New England Energy Corporation, a Vermont corporation with a place of business in S outih Burlington, Vermont ("NNEEC") is the sole shareholder of both GMP and CVPS; and WHEREAS, each of the board of directors of GMP and CVPS deem it desirable and in the best interests of GMP and CVPS, and NNEEC, that GMP and CVPS merge pursuant to applicable provisions of the Vermont Business Corporation Act, 1 A V.S.A. Sections 1.01 et seq. (the "Act").
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and, valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I Plan of Merger Section 1.1.
Merger. As authorized by Section 11.01 of the Act, at the Effective Time (as hereinafter defined), CVPS shall merge with and into GMP, and GMP shall be the surviving corporation (the "Surviving Corporation"). The name of the Surviving Corporation shall be Section 1.2.
Conversion of Shares. The shares of CVPS common stock held by NNEEC constitute all of the issued and outstanding shares of stock of CVPS, and at the Effective Time, shall be converted to
__ shares of GMP common stock, so that as a result of the merger, NNEEC shall hold a total of shares of GMP common stock, constituting all, of the issued and outstanding shares of GMP stock.
Section 1.3.
Shareholder Approval. In accordance with Section 11.03 of the Act, this Agreement shall be submitted for adoption and. approval by NNEEC, the.sole shareholder of each of GMP and CVPS.
Section 1.4.
Articles of Merger. Upon the adoption and approval of this Agreement by NNEEC, Articles of Merger shall be executed and filed in the office of the Secretary of State of Vernont in the manner required by Section 11.05 of the Act.
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Section 1.5.
Effective Time. The merger of CVPS into GMP shall become effective upon the filing of Articles of Merger in the office of the Secretary of State. of Vermont, which shall hereafter be referredto in this Agreement as the "Effective Time."
ARTICLE II Effect of Merger Section 2.1.
Corporate Existence. At the Effective Time:
(a) GMP's corporate existence shall survive; (b) GMIP's identity, existence, purposes, powers, objectsý franchises, riglhts and immunities shall continue unaffected and unimpaired b1y the merger; and (c). CVPS' corporate identity, existence, purposes, powers, objects, franchises, rights and immunities shall be wholly merged into GMP, and the separate existence of CVPS, except insofar as continued by applicable law, shall cease.
Section 2.2. Assets and Liabilities. At the Effective Time, all property, real, personal and mixed, and all debts due to either GMP or CVPS on whatever account, and all and every other interest of or belonging to either GMP or.CVPS shall, be taken by and deemed to, be transferred to and vested in the Surviving Corporation without further act or deed; and all property pad every other interest shall be as effectually the property of the Surviving Corporation as it was of the respective corporations prior to the Effective Time, and the title to any real estate or any interest, whether vested by deed or otherwise, in either GMP or CVPS shall not revert or be in any way impaired by reason of the merger; provided, however, that all rights of creditors and all liens upon the property of either GMP or 'CVPS shall be preserved unimpaired, and all debts, liabilities, obligations and duties of GMP or CVPS shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if the debts, liabilities, obligations and duties had been incurred or contracted by it. Any action or proceeding pending by or against CVPS may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be submitted in place of CVPS. The parties respectively agree that from time to time, when requested by the Surviving Corporation, they will execute and deliver or cause to be executed and delivered all deeds and instruments, and will take or cause to be taken all further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest in and confinnto the Surviving Corporation title, to and possession of all the property and rights and otherwise carry out the intent and purposes of this Agreement.
ARTICLE III Articles of Incorporation: Bylaws: Directors and Officers Section 3.1. Articles of Incorporation. From and after the Effective Time,. the current Amended and Restated Articles of Incorporation of GMP shall be the Articles of Incorporation of Surviving Corporation, until further amended as provided therein.
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Section 3.2. Bylaws. From and after the Effective Time, the current Bylaws of GMP shall be the Bylaws of the Surviving Corporation until they shall be altered, amended or repealed, or until newBylaws shall be adopted, in accordance with the. provisions therein.
Section 3.3. Directors and Officers.
From and after the Effective Time, the current directors and officers of GMP shall continue to be the directors and officers, of the Surviving Corporation and shall hold office until their successors have been elected or appoint.et mid qualified pursuant to the Bylaws of the Surviving Corporation.
ARTICLE IV Conduct of Business Prior to the Effective Time, CVPS shall conduct its business in its usual and ordinary manner, mad shall not enter into any transaction other than in the usual and ordinary course of such business except as otherwise consented to in writing by GMP or as otherwise provided in this Agreement..
ARTICLE V Representations and Warranties Section 511.
CVPS Representations and Warranties. CVPS covenants, represents and warrants.to GMP that:
(a)
It is on the date of this Agreement and will be -immediately prior to the Effective Tim (i). a corporation duly organized and existing and in good standing under the laws of the. State of Vermont, and (ii) duly authorized under its Articles of Incorporation, as amended to date, and under applicable laws, to engage in the business carried on by it; and (b)
Its board of directors has, subject to the authorization and approval of its.
shareholder, authorized and approved the execution and delivery of this Agreement, and the perfornance of the. transactions contemplated by this Agreement.
Section 5.2. GMP Representations and Warranties. GMP covenants, represents and warrants to C.VPS that:
(a)
It is on the date of this Agreement and will be iiinmediately prior to the Effective Time (i) a corporation duly organized and existing and in good standing under the laws of the State of Vermont, and (ii) duly authorized under its Articles of Incorporation,. as anmended to date, mid under applicable laws, to engage in the business carried on by it; and (b)
Its board of directors has, subject to the authorization and approval of [ts shareholder, authorized and approved the execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement.
ARTICLE VI 3
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Consummation of Merger: Abandonment of Merger Section 6.1. Expenses. If the merger contemplated by this Agreement is completed, all expenses incurred in consummating this Agreement shall, except as otherwise agreed in writing, be borne by the Surviving Corporation. If the merger is not completed, each of GMP and CVPS shall be liable for, and shall pay, the expenses incurred by it.
Section 6.2. Abandonment of Merger. Notwithstanding shareholder authorization and at any time prior to the Effective Time, the merger maybe abandoned:
(a) By the mutual consent of the respective -boards of directors of each of GMP and CVPS; (b) At the election of the board of directors :of GMP if the representations and warranties and representations of CVPS contained in this Agreement shall not be accurate in all material respects on and as of the Effective Time, or the covenants of CVPS shall not have been performed or satisfied in all material respects;
(ý) At the election of the board of directors of CVPS. if the warranties and representations of GMP contained in this Agreement shall not be accurate in all material respects on and as of the Effective Time, or the covenants of GMP shall not have been performed or satisfied in all material respects; or (d) If the parties have not received all necessary governmental approvals for the consummation of the transactions contemplated by this Agreement, including without limitation, approval from the Vernont Public Service Board and the Federal Energy Regulatory Commission.
Section 6.3.
Effect of Agreement.
In the event of the abandonment of the merger pursuant to the foregoing provisions, this Agreement shall become void and have no effect, without any.liability on the part of either GMP or CVPS or NNEEC or directors or officers in respect of this merger except the obligation of each constituent corporation to pay its own expenses as provided in this Article VI.
ARTICLE VII Miscellaneous Section 7.1. Access. To enable GMP to coordinate the activities of CVPS into those of GMP on and after the Effective Time, CVPS shall, before the Effective Time, afford to the officers, and authorized representatives of GMP free and full access to the plants, properties, books and records of CVPS, and the officers of CVPS will furnish GMP with financial and operating data and other information as to the business and properties of CVPS as GMP shall from time to time reasonably request.
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Section 7.2.
Counterparts.
This Agreement may be executed in any number of counterparts and each executed counterpart shall be deemed to be an original instrument.
[remainder of/page intentionally left blank; signature page followsJ 5
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IN WITNESS WHEREOF, the parties have duly executed this Agreement and Plan of Merger as of the date first set forth above.
CENTRAL VERMONT PUBLIC, SERVICE CORPORATION By:_
Name:
Title:
GREEN MOUNTAIN POWER CORPORATION By:
Name:
Title:
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ATTACHMENT (2)
Updated Attachment (7)
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In addition to the NRC approval requested in the Application, the Applicants must also obtain the following state and federal approvals or file the following notifications prior to the merger:
Filing Docket Number Form Vermont Public Service Board 7770 Application for approval Federal Energy Regulatory EC1 1-117 Application for approval Commission Notification under the Hart-Scott-Transaction No. 20111378 Filing of notification Rodino Antitrust Improvements Act of.
1976 Committee on Foreign Investment in Case No. 11-75 Filing of notification the United States (CFIUS)
Federal Communications File Nos. 0004866189, Application for approval Commission 0004866190, 0004866191 New York State Public Service 11-E-0482 Application for approval Commission New Hampshire Public Utilities DE 11-201 Application for approval Commission Maine Public Utilities Commission 2011-313 Application for approval
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