ML120660230

Request for Additional Information Regarding Proposed License Transfers; Request for Threshold Determination

ML120660230
Person / Time
Site:	Millstone
Issue date:	03/30/2012
From:	Sanders C Plant Licensing Branch 1
To:	Rocheleau D Central Vermont Public Service Corporation
Sandeers, Carleen, NRR/DORL, 415-1603
References
TAC ME7127
Download: ML120660230 (8)

Text

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 March 30, 2012 Mr. Dale A. Rocheleau Senior Vice President, General Counsel

& Corporate Secretary Central Vermont Public Service Corporation 77 Grove St.

Rutland, VT 05701

SUBJECT:

MILLSTONE POWER STATION, UNIT NO.3 - REQUEST FOR ADDITIONAL INFORMATION REGARDING PROPOSED LICENSE TRANSFERS; REQUEST FOR THRESHOLD DETERMINATION (TAC NO. ME7127)

Dear Mr. Rocheleau:

By letter dated September 9, 2011,1 as supplemented by letter dated November 4, 2011,2 Central Vermont Public Service Corporation (CVPS or applicant) submitted a request that the U.S. Nuclear Regulatory Commission (NRC) consent to a license transfer of license No. NPF-49 for Millstone Power Station, Unit NO.3 (MPS3) to the extent held by CVPS and for a threshold determination request for Main Yankee, Connecticut Yankee, and Yankee Atomic (collectively, the Yankee Companies). By letter dated February 14,2012,3 the NRC partially accepted the applicant's request, citing insufficient technical information to complete a review of some of the requests. As such, the proposed license transfer and threshold determination requests that the NRC take the following actions:

1. Issuance of an Order consenting to the indirect license transfer of control related to the acquisition of CVPS by Gaz Metro Limited Partnership (Gaz Metro). CVPS owns 1.7303% of MPS3. Dominion Nuclear Connecticut, Inc. (DNC) is the majority owner and the operator. DNC is authorized to act as the agent and representative for CVPS and has exclusive responsibility and control over the physical operation and maintenance of MPS3. Massachusetts Municipal Wholesale Electric Company is also a minority owner of MPS3;

2. Issuance of a threshold determination that no license transfer approval is required with respect to CVPS shareholder interest in the Yankee Companies or if it is determined that NRC approval is needed, then an Order consenting to any license transfers associated with the acquisition of CVPS and the consolidated company are requested. CVPS owns through equity investment 2% of the outstanding common stock of Main Yankee Atomic Power Company, 2% outstanding stock of Connecticut Yankee Atomic Power Company, and 3.5% of the outstanding common stock of Yankee Atomic Eclectic Company.

1 Agencywide Documents Access and Management System (ADAMS) Accession No. ML11256A051 2 ADAMS Accession No. ML11311A148

) ADAMS Accession No. ML120100075

D. Rocheleau -2 The NRC staff has reviewed the information submitted by the applicant, and based on this review, determined that additional information is required to complete the evaluation.

The draft questions were sent to Mr. Steven Page, of your staff, to ensure that the questions were understandable, the regulatory basis for the questions was clear, and to determine if the information was previously docketed. On March 6, 2012, a clarifying phone call was held between the NRC staff and representatives of CVPS. Based on the information discussed during this phone call, the draft questions were updated. The updated draft questions were sent to Mr. Page, to ensure that the updated questions were understandable, the regulatory basis for the questions was clear, and to determine if the information was previously docketed. On March 26, 2012, Mr. Daniel Stenger, of Hogan Lovells US LLP, who is representing CVPS, agreed that you would provide a response by April 06, 2012. Please note that if you do not respond to this letter by the agreed-upon date or provide an acceptable alternate date in writing, we may reject your application for amendment under the provisions of Title 10 of the Code of Federal Regulations, Section 2.108.

If you have any questions, please contact me at (301) 415-1603.

Sincerely,

~

Carleen J. Sa rs, Project Manager Plant licensing ranch 1-2 Division of Operating Reactor Licensing Office of Nuclear Reactor Regulation Docket No. 50-423

Enclosure:

Request for Additional Information cc w/encl: See next page

Letter to Dale A. Rocheleau from Carleen J. Sanders dated March 30, 2012.

SUB..IECT: MILLSTONE POWER STATION, UNIT NO.3 REQUEST FOR ADDITIONAL INFORMATION REGARDING PROPOSED LICENSE TRANSFERS; REQUEST FOR THRESHOLD DETERMINATION (TAC NO. ME7127) cc:

Daniel F. Stenger Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Thomas L. Cubbage, III Covington & Burling LLP 1201 Pennsylvania Avenue, NW Washington, DC 20004 Additional distribution via Listserv

REQUEST FOR ADDITIONAL INFORMATION APPLICATION FOR INDIRECT LICENSE TRANSFER AND REQUEST FOR THRESHOLD DETERMINATION DOMINION NUCLEAR CONNECTICUT, INC.

MILLSTONE POWER STATION, UNIT NO.3 DOCKET NO. 50-423 By letter dated September 9, 2011,4 as supplemented by letter dated November 4,2011,5 Central Vermont Public Service Corporation (CVPS or applicant) submitted a request that the U.S. Nuclear Regulatory Commission (NRC) consent to a license transfer of license No. NPF-49 for Millstone Power Station, Unit No.3 (MPS3) to the extent held by CVPS and for a threshold determination request for Main Yankee, Connecticut Yankee, and Yankee Atomic (collectively, the Yankee Companies). By letter dated February 14, 2012,6 the NRC partially accepted the applicant's request, citing insufficient technical information to complete a review of some of the requests. As such, the proposed license transfer and threshold determination requests that the NRC take the following actions:

1. Issuance of an Order consenting to the indirect license transfer of control related to the acquisition of CVPS by Gaz Metro Limited Partnership (Gaz Metro). CVPS owns 1.7303% of MPS3. Dominion Nuclear Connecticut, Inc. (DNC) is the majority owner and the operator. DNC is authorized to act as the agent and representative for CVPS and has exclusive responsibility and control over the physical operation and maintenance of MPS3. Massachusetts Municipal Wholesale Electric Company is also a minority owner of MPS3;

2. Issuance of a threshold determination that no license transfer approval is required with respect to CVPS shareholder interest in the Yankee Companies or if it is determined that NRC approval is needed, then an Order consenting to any license transfers associated with the acquisition of CVPS and the consolidated company are requested. CVPS owns through equity investment 2% of the outstanding common stock of Main Yankee Atomic Power Company, 2%

outstanding stock of Connecticut Yankee Atomic Power Company, and 3.5% of the outstanding common stock of Yankee Atomic Eclectic Company.

The NRC staff has reviewed the information provided by CVPS and has determined that the following additional information is needed in order to complete the review:

1. The application does not provide information regarding CVPS directors or principal officers after the acquisition of CVPS by Gaz Metro. However, in Attachment 4, "List of 4 Agencywide Documents Access and Management System (ADAMS) Accession No. ML11256A051 5 ADAMS Accession No. ML11311A148 6 ADAMS Accession No. ML120100075 Enclosure

- 2 Commitments for Supplemental Information," the applicants do identify a commitment to submit a "List of CVPS directors and principal officers after First Merger." The noted scheduled completion date of this commitment is "As information becomes available."

Under information related to the general corporate information regarding CVPS in Attachment 6, "General Corporate Information," the applicants further note that, "The identities of the directors and principal officers following consummation of the merger have not yet been determined. This attachment will be updated in a supplement to the application once those identities have been determined." Pursuant to Title 10 of the Code of Federal Regulations (10 CFR) Part 50, Section 50.33(d)(3)(ii) and 10 CFR 50.38, submit the names, addresses, and citizenship of the directors and principal officers of CVPS after the merger.

2. Section 3.1.4 of Negation Action Plan (NAP) states, among other things, that, ..... the Nuclear Committee will have sole discretion to act on behalf of the Board in all matters related to the company's ownership interest in Millstone 3 and the company's shareholder interests in the Yankee Companies. The Nuclear Committee has the exclusive right to exercise the Board's authority over these matters." Section 3.2.1 goes on to state, among other things, " ... the full Board of Directors shall have authority to decide al\ matters not delegated to the Special Nuclear Committee, including the following special reserved matters: ... c) The right to take any action that is ordered by the NRC or any other agency or court of competent jurisdiction." Section 3.2.1 appears to give the full Board authority over NRC licensed activities for MPS3 and the Yankee Companies. Pursuant to 10 CFR 50.38, explain who will have authority to make decisions related to NRC safety and security issues, including those imposed by Order.

3. The NAP does not explicitly state what voting rights, if any, foreign members of the Board of Directors have on measures concerning nuclear safety and security. Pursuant to 10 CFR 50.38, explain what voting rights foreign members of the Board of Directors have on measures concerning nuclear safety and security.

4. Section 4.1 of the NAP states, "[u]pon acceptance of this Plan by the NRC, changes to this Plan may only be made upon the recommendation of CVPS or the Combined Company, and approval of the Special Nuclear Committee. Any proposed change that would result in a decrease in the effectiveness of this Plan will not be implemented without prior notification to and approval, as necessary, of the NRC." However, the NRC considers that all changes to an approved Plan or the related provisions of the underlying bylaws shall be reported to and approved by the NRC prior to implementation. Pursuant to 10 CFR 50.38, explain the discrepancy between the language in Section 4.1 of the NAP and the notification of the NRC when evaluating changes to the NAP and revise the proposed NAP as necessary.

- 3

5. Section 5.1 of the NAP states, "Any member of the Committee is empowered to report to the NRC any action by a foreign citizen which the member believes is designed to unduly influence his or her behavior to the detriment of the national interest or otherwise contrary to the NRC's restrictions on FOCD [foreign ownership, control or domination]."

Pursuant to 10 CFR 50.38, clarify the Special Nuclear Committee's NRC reporting process.

D. Rocheleau -2 The NRC staff has reviewed the information submitted by the applicant, and based on this review, determined that additional information is required to complete the evaluation.

The draft questions were sent to Mr. Steven Page, of your staff, to ensure that the questions were understandable, the regulatory basis for the questions was clear, and to determine if the information was previously docketed. On March 6, 2012, a clarifying phone call was held between the NRC staff and representatives of CVPS. Based on the information discussed during this phone call, the draft questions were updated. The updated draft questions were sent to Mr. Page, to ensure that the updated questions were understandable, the regulatory basis for the questions was clear, and to determine if the information was previously docketed. On March 26, 2012, Mr. Daniel Stenger, of Hogan Lovells US LLP, who is representing CVPS, agreed that you would provide a response by April 06, 2012. Please note that if you do not respond to this letter by the agreed-upon date or provide an acceptable alternate date in writing, we may reject your application for amendment under the provisions of Title 10 of the Code of Federal Regulations, Section 2.108.

If you have any questions, please contact me at (301) 415-1603.

Sincerely, IRAJ Carleen J. Sanders, Project Manager Plant Licensing Branch 1-2 Division of Operating Reactor Licensing Office of Nuclear Reactor Regulation Docket No. 50-423

Enclosure:

Request for Additional Information cc w/encl: See next page DISTRIBUTION:

PUBLIC LPLI-2 R/F RidsAcrsAcnw_ MailCTR Resource RidsNrrDirsltsb Resource RidsNrrDorlDpr Resource RidsNrrDorlLpl1-2 Resource RidsNrrDprPFAB Resource RidsNrrPMMillstone Resource RidsNrrLAABaxter Resource RidsOgcRp Resource RidsRgn1MailCenter Resource RidsNrrDirslhpb Resource SHarwell, DPR PFAB Asimmons, DPR PFAB ADAMS Accession No' .. ML120660230 OFFICE DORULPL1-2/PM DORULPL 1-2/LA DPRIPFAB/BC DIRSIIHPB/BC OGC DORULPL 1-2/BC I ABaxter (SUttle NAME CSanders for) CRegan UShoop SUttal MKhanna DATE 3/27112 3/26/12 3/27112

.. 3/27112 3/27112 3/30112 I Official Record Copy

Letter to Dale A. Rocheleau from Carleen J. Sanders dated March 30, 2012.

SUBJECT:

MILLSTONE POWER STATION, UNIT NO.3 REQUEST FOR ADDITIONAL INFORMATION REGARDING PROPOSED LICENSE TRANSFERS; REQUEST FOR THRESHOLD DETERMINATION (TAC NO. ME7127) cc:

Daniel F. Stenger Hogan Lovells US LLP 555 Thirteenth Street, NW Washington, DC 20004 Thomas L. Cubbage, III Covington & Burling LLP 1201 Pennsylvania Avenue, NW Washington, DC 20004 Additional distribution via Listserv