ML13141A408

Submittal of Corporate Restructuring

ML13141A408
Person / Time
Site:	Calvert Cliffs, Nine Mile Point, Ginna
Issue date:	05/09/2013
From:	Miller S Constellation Energy Group, EDF Group
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards
References
Download: ML13141A408 (7)

Text

100 Constellation Way Steven L. Miller CENG.

a joint venture of Suite 200C Baltimore, MD 21202-3106 Senior Vice President General Counsel, Secretary 410.470.3312 Constellation -64eDF 443.213.3680 Fax SEnergy, 0 steven.miller@cengllc.com 10 CFR 50.80 May 9, 2013 U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 ATTENTION: Document Control Desk

SUBJECT:

Calvert Cliffs Nuclear Power Plant, Units 1 and 2 Renewed Facility Operating License Nos. DPR-53 and DPR-69 Docket Nos. 50-317 and 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Materials License No. SNM-2505 Docket No. 72-8 Nine Mile Point Nuclear Station, Units 1 and 2 Renewed Facility Operating License Nos. DPR-63 and NPF-69 Docket Nos. 50-220 and 50-410 Nine Mile Point Nuclear Station Independent Spent Fuel Storage Installation General License Docket No. 72-1036 R.E. Ginna Nuclear Power Plant Renewed Facility Operating License No. DPR-1 8 Docket No. 50-244 R.E. Ginna Independent Spent Fuel Storage Installation General License Docket No. 72-67 Submittal of Comorate Restructuring

REFERENCES:

(a) Letter from U.S. NRC to C. M. Crane (Exelon Generation Company,LLC),

"Orders Approving Corporate Merger Between Exelon Corporation and Constellation Energy Group, Inc., and Resultant Indirect Transfer of Renewed Facility Operating Licenses - Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 and 2, and Independent Spent Fuel Storage Installation, Nine Mile Point Nuclear Station, Unit Nos. 1 and 2, and R. E. Ginna Nuclear Power Plant (TAC Nos. ME6234, ME6235, ME6236, ME6237, and ME6238)," dated February 15, 2012 (b) Letter from B. S. Montgomery (Constellation Energy Nuclear Group, LLC) to U.S. NRC, "Notification of Closing of Corporate Merger of

Document Control Desk May 9, 2013 Page 2 Exelon Corporation and Constellation Energy Group, Inc.," dated March 12, 2012 (c) Letter from K. R. Jury (Exelon Generation Company, LLC) to U.S.

NRC, "Notification of Closing of Corporate Merger of Exelon Corporation and Constellation Energy Group, Inc.," dated March 12, 2012 The purpose of this letter is to inform the NRC that Constellation Energy Nuclear Group (CENG) has.

performed a threshold review and determined that the proposed internal restructuring transaction described more fully in this letter does not involve any direct or indirect transfer of control of the above-captioned licenses (CENG Licenses) that would require the NRC's prior written consent pursuant to 10 CFR 50.80.

In Reference (a), the NRC approved the indirect transfer of control of the CENG Licenses in connection with the merger of Exelon Corporation (Exelon) and Constellation Energy Group, Inc.

(CEG), pursuant to which Exelon Generation Company, LLC (Exelon Generation) acquired Constellation Nuclear, LLC (CN) and its 50.01% controlling interests in CENG.

The proposed merger was completed on March 12, 2012 as reported to NRC in References (b) and (c). A simplified version of the ownership structure for the CENG Licenses is provided in Attachment (1) to this letter.

Based upon on-going business evaluations, Exelon Generation is planning to undertake an internal restructuring that will facilitate certain tax and other corporate efficiencies. Specifically, the proposed transaction would involve the merger of a second tier subsidiary of Exelon Generation into another second tier subsidiary of Exelon Generation. Under the proposed transaction, Constellation Power Source Generation, Inc. (CPSGI), a wholly-owned subsidiary of Constellation Holdings, LLC (CHL)'

and a second-tier subsidiary of Exelon Generation, will merge into a planned (yet to be formed) limited liability company that will be a wholly owned subsidiary of CN. It is expected that this subsidiary of CN will be Constellation Power Source Generation, LLC (CPSGL), and it will not hold any interests in CENG or any of CENG's parent companies. The merger will result in the dissolution of CPSGI and the transfer of its assets and liabilities to CPSGL, with CPSGL being the surviving company. As a result of the merger, CHL will remain a wholly-owned subsidiary of Exelon Generation, and it will receive a nonvoting minority interest in CN. Exelon Generation will continue to hold the entire voting interest in CN. The resulting structure is shown in Attachment (2) to this letter.

CENG has three member managed NRC licensee subsidiary companies, Calvert Cliffs Nuclear Power Plant, LLC (Calvert LLC), Nine Mile Point Nuclear Station, LLC, and R.E. Ginna Nuclear Power Plant, LLC (Ginna LLC), which own and operate the nuclear power plants of the same respective names. Additionally, Calvert LLC, Nine Mile Point LLC and Ginna LLC own and operate NRC-licensed ISFSI facilities at their respective plants. The proposed transaction does not affect the ownership of CENG, which will remain unchanged under the proposed transaction: 49.11% by CN, I CHL is a wholly-owned subsidiary of Exelon Generation.

Document Control Desk May 9, 2013 Page 3 0.9% by Constellation Energy Nuclear, LLC (a wholly-owned subsidiary of CN), and 49.99% by EDF, Inc.2 As a result of the proposed transaction, CHL will enter the chain of ownership of CENG. However, it will only hold a minority nonvoting equity interest in CN, and it will have no control over CN.

Rather, Exelon Generation will hold 100% of the voting interests in CN, as well as more than 90% of the equity interests in CN. CHL will have a non-voting equity interest in CN representing less than 10% of the entire equity interest in CN. Exelon Generation will continue to exercise direct control over CN, and as such, it will continue to exercise indirect control of CENG and its member managed subsidiaries, which hold the affected NRC licenses.

Based on the foregoing, CENG concludes the proposed internal restructuring transaction does not involve any direct or indirect transfer of control of the CENG Licenses, nor does it impact decision-making authority over nuclear safety, security and reliability, which would require the NRC's prior written consent pursuant to 10 CFR 50.80.

There are no regulatory commitments in this letter.

If there are any questions concerning this letter, please contact Everett (Chip) Perkins at everett.perkins(@cengllc.comr or 410-470-3928.

I declare under penalty of perjury that the foregoing is true and correct. Executed on May 3, 2013.

Sincer y" Ste n L. Miller Attachments: (1) Pre-Transaction Simplified Ownership of the CENG Licenses (2) Post-Transaction Simplified Ownership of the CENG Licenses SLM/EMT/bjd cc: B. K. Vaidya, NRC N. S. Morgan, NRC W. M. Dean, NRC Resident Inspector, NRC (Calvert Cliffs)

S. Gray, Maryland DNR 2 EDF Inc. is a U.S. corporation organized under the laws of the State of Delaware and 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 Electricit6 de France SA, a French limited company.

ATTACHMENT (1)

PRE-TRANSACTION SIMPLIFIED OWNERSHIP OF THE CENG LICENSES Constellation Energy Nuclear Group, LLC May 9, 2013

ATTACHMENT (1)

PRE-TRANSACTION SIMPLIFIED OWNERSHIP OF THE CENG LICENSES CN = Constellation Nudear, LLC CENG = Constellation Energy Nuclear Group, LLC CE Nuclear = CE Nuclear, LLC CHL = Constellation Holdings, LLC CNPP = Constellation Nuclear Power Plants, LLC CPSGL = Constellation Power Source Generation, LLC*

CPSGI = Constellation Power Source Generation, Inc.

EVC = Exelon Ventures Company, LLC EDF Inc. = EDF Incorporated EDF International = Electricite de France International S.A.

ExGen = Exelon Generation Company. LLC SHVVPC = Safe Harbor Water Power Corp.

• Planned prior to restructurihg Page 1 of I

ATTACHMENT (2)

POST-TRANSACTION SIMPLIFIED OWNERSHIP OF THE CENG LICENSES Constellation Energy Nuclear Group, LLC May 9, 2013

ATTACHMENT (2)

POST-TRANSACTION SIMPLIFIED OWNERSHIP OF THE CENG LICENSES CN = Constellation Nuclear, LLC CENG = Constellation Energy Nuclear Group, LLC CE Nuclear = CE Nuclear, LLC CHL = Constellation Holdings. LLC CNPP = Constellation Nuclear Power Plants, LLC CPSGL = Constellation Power Source Generation, LLC*

CPSGI = Constellation Power Source Generation, Inc.

EDF Inc. = EDF Incorporated EDF International = Electriciti de France International S.A.

EVC = Exelon Ventures Company, LLC ExGen = Exelon Generation Company. LLC SHWPC = Safe Harbor Water Power Corp.

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