BVY 17-027, Supplemental Information Regarding Application for Order Consenting to Direct and Indirect Transfers of Control of Licenses and Approving Conforming License Amendment and Notification of Amendment ...
| ML17234A141 | |
| Person / Time | |
|---|---|
| Site: | Vermont Yankee  |
| Issue date: | 08/22/2017 |
| From: | Bakken A Entergy Nuclear Operations |
| To: | Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation |
| References | |
| BVY 17-027 | |
| Download: ML17234A141 (13) | |
Text
Entergy Nuclear Operations, Inc.
1340 Echelon Parkway Jackson, MS 39213-1995 601-368-5692 A. Christopher Bakken III President and Chief Executive Officer 10 CFR 50.80 10 CFR 50.90 10 CFR 72.50 BVY 17-027 August 22, 2017 U.S. Nuclear Regulatory Commission Director, Attn: Document Control Desk Office of Nuclear Reactor Regulation One White Flint North One White Flint North 11555 Rockville Pike 11555 Rockville Pike Rockville, MD 20852-2738 Rockville, MD 20852-2738 (301) 415-7000
SUBJECT:
Supplemental Information Regarding Application for Order Consenting to Direct and Indirect Transfers of Control of Licenses and Approving Conforming License Amendment and Notification of Amendment to Decommissioning Trust Agreement Vermont Yankee Nuclear Power Station Docket Nos. 50-271 & 72-59 License No. DPR-28
REFERENCE:
- 1. Entergy Letter, BVY-17-005, Application for Order Consenting to Direct and Indirect Transfers of Control of Licenses and Approving Conforming License Amendment and Notification of Amendment to Decommissioning Trust Agreement, dated February 9, 2017 (ML17045A140)
By letter dated February 9, 2017, Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself and Entergy Nuclear Vermont Yankee, LLC (ENVY) (to be known as NorthStar Vermont Yankee, LLC or NorthStar VY), and NorthStar Nuclear Decommissioning Company, LLC (NorthStar NDC) (collectively Applicants) submitted Reference 1, an Application to transfer ENOIs and ENVYs Renewed Facility Operating License No. DPR-28 for the Vermont Yankee Nuclear Power Station (VY),
BVY 17-027 / Page 2 of 5 as well as the general license for the VY Independent Spent Fuel Storage Installation (ISFSI) to NorthStar VY and NorthStar NDC.
The Application described the ownership of VY after the completion of the proposed transaction as follows:
Following approval from the NRC, NorthStar Decommissioning Holdings, LLC will acquire 100% of the membership interests in ENVY pursuant to the terms of a Membership Interest Purchase and Sale Agreement (MIPA). As such, indirect control of ENVY will be transferred from ENVYs Entergy parent companies to NorthStar Decommissioning Holdings, LLC and its parents NorthStar Group Services, Inc. (NorthStar), LVI Parent Corp. (LVI), and NorthStar Group Holdings, LLC (Holdings). ENVY will immediately change its name to NorthStar VY, but the same legal entity will continue to exist before and after the proposed transfer.
In addition, NorthStar NDC, a wholly owned subsidiary of NorthStar, will assume licensed responsibility for VY through a direct transfer of ENOIs responsibility for licensed activities at VY to NorthStar NDC. NorthStar VY will enter into an operating agreement with NorthStar NDC which provides for NorthStar NDC to act as NorthStar VYs agent and for NorthStar VY to pay NorthStar NDCs costs of operation, including all decommissioning costs.
The Application included Figure 2, showing the planned ownership following the proposed transfers in simplified form such that the figure only showed the companies in the chain of ownership of the licensee entities after the proposed transfers. Section 3 of the application described the ownership of NorthStar NDC and NorthStar VY as follows:
General corporate information regarding NorthStar VY and NorthStar NDC and their corporate parents is provided in Enclosure 2. Holdings is the ultimate parent holding company of the proposed licensee entities. Holdings is privately held and controlled by its Board of Directors. It is owned by private equity funds and its management. Holdings is owned directly by (i) LVI Group Investments LLC (62.5%) (LVI Group); and (ii) NCM Group Holdings, LLC (34.83%) (NCM GH) and an affiliate of NCM GH owns 2.67%. LVI Group is owned by three private equity funds under separate control and also owned, in part, by the NorthStar management team. NCM GH is owned by two private equity funds under common control. Thus, the NCM GH owner group has the largest ownership interest in Holdings that is under common control. Under the terms of the LLC Agreement that governs Holdings, the Board of Directors of Holdings is comprised of two management Directors, one independent Director, and eight
BVY 17-027 / Page 3 of 5 Directors appointed by the private equity funds. However, each fund can designate only one or two Directors, and the NCM GH owner group, which is under common control, only controls the designation of three Directors. Thus, Holdings is not controlled by either LVI Group or the NCM GH owner group. As such, Holdings is controlled by its Board of Directors.
On June 12, 2017, NorthStar Group Holdings, LLC (NorthStar) was recapitalized, including both the investment of new capital and the conversion of certain debt to equity, in a transaction that improved the companys liquidity and financial condition. This transaction also involved a change in the ownership of NorthStar.
Specifically, as a result of the transaction, a new entity named JFL-NGS Partners, LLC (JFL-NGS Partners) now controls NorthStar. JFL-NGS Partners is controlled by JFL-NGS Holdings, LLC, which is controlled by JFL GP Investors IV, LLC. Ultimately, control is exercised by four U.S. citizens, John F. Lehman, Louis N. Mintz, Stephen L.
Brooks, C. Alexander Harman, who are the managing members of JFL GP Investors IV, LLC.
The majority of the equity interests in JFL-NGS Partners are held indirectly by three J.F.
Lehman & Company private equity funds: (i) JFL Equity Investors IV, L.P.; (ii) JFL Executive Investors IV, L.P.; and (iii) JFL Parallel Fund IV, L.P (the Funds). The Funds are managed and controlled by their general partner, JFL GP Investors IV, LLC, which also controls JFL-NGS Partners. In addition, Medley Capital Corporation and Medley Opportunity Fund LP (collectively Medley) also now hold non-controlling equity interests in JFL-NGS Partners, and non-controlling equity interests in JFL-NGS Partners may in the future be issued to certain NorthStar executives.
Enclosed with this letter is an updated version of Figure 2 that was provided with the Application. This organization chart has been updated to depict the entities that control JFL-NGS Partners. It is simplified in that it only shows the entities that will be in the chain of control of the licensee entities after the proposed transfers. The primary equity owners are also referenced. Various affiliated entities are omitted.
Also enclosed is an updated Enclosure 2, which provides updated general corporate information regarding NorthStar VY and NorthStar NDC and their corporate parents, including identification of the planned directors and executive personnel, all of whom are U.S. citizens except as otherwise indicated. Neither the Funds nor the Medley entities exercise operational control over JFL-NGS Partners, and detailed information relating to these entities is omitted. Two independent directors, each of whom has relevant industry and/or national security related experience, are expected to be appointed to the NorthStar Board. One of the planned independent directors is Alan Cook, who is a citizen of the United Kingdom.
BVY 17-027/ Page 4 of 5 This submittal contains no new regulatory commitments. In the event that the NRC has any questions about the transactions described in this letter or wishes to obtain any additional information, please contact Coley Chappell of Entergy at 802-451-3374, or contact Greg DiCarlo of NorthStar Group Services, Inc. at 203-222-0584 x3051 or GDiCarlo@ NorthStar.com.
I declare under penalty of perjury that the foregoing is true and correct. Executed on August 22, 2017.
Sincerely, ACB/ccc
Enclosures:
Figure 2 (Revised) (1 Page)
Enclosure 2 (Revised) (7 Pages) cc (w/Enclosures):
Mr. Jack D. Parrott Senior Project Manager Office of Nuclear Material Safety and Safeguards U.S. Nuclear Regulatory Commission Mr. Daniel H. Dorman Regional Administrator, Region I U.S. Nuclear Regulatory Commission Ms. June Tierney, Commissioner VT Department of Public Service 112 State Street Drawer 20 Montpelier, VT 05620-2061
BVY 17-027 / Page 5 of 5 AFFIRMATION I am Chief Executive Officer, NorthStar Group Services, Inc. and, as such, I am familiar with the contents of this correspondence and the attachments thereto concerning the Vermont Yankee Nuclear Power Station, and the matters set forth therein regarding NorthStar Group Services, Inc. and its affiliated companies are true and correct to the best of my knowledge, information and belief.
I declare under penalty of perjury that the foregoing is true and correct:
Executed on August 17, 2017.
Scott E. State
ENCLOSURE 2 (Revised)
GENERAL CORPORATE INFORMATION REGARDING JFL GP INVESTORS, LLC, JFL-NGS HOLDINGS, LLC, JFL-NGS PARTNERS, LLC, NORTHSTAR GROUP HOLDINGS, LLC, LVI PARENT CORP.,
NORTHSTAR GROUP SERVICES, INC.,
NORTHSTAR DECOMMISSIONING HOLDINGS, LLC, NORTHSTAR NUCLEAR DECOMMISSIONING COMPANY, LLC, AND NORTHSTAR VERMONT YANKEE, LLC Enclosure 2 Page 1 of 7
NAME: JFL GP Investors IV, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBERS: John F. Lehman Louis N. Mintz Stephen L. Brooks C. Alexander Harman OFFICERS: John F. Lehman Louis N. Mintz Stephen L. Brooks C. Alexander Harman NAME: JFL-NGS Holdings, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL GP Investors IV, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas Enclosure 2 Page 2 of 7
NAME: JFL-NGS Partners, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL-NGS Holdings, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas NAME: NorthStar Group Holdings, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: JFL-NGS Partners, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas Enclosure 2 Page 3 of 7
NAME: LVI Parent Corp.
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 DIRECTORS: C. Alexander Harman Glenn M. Shor David L. Rattner OFFICERS: President & Chief Executive Officer, Scott E. State Vice President & Chief Financial Officer, Jeffrey P. Adix Assistant Secretary, Glenn M. Shor Assistant Secretary, David L. Rattner Assistant Secretary, David F. Thomas Enclosure 2 Page 4 of 7
NAME: NorthStar Group Services, Inc.
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 DIRECTORS: C. Alexander Harman Glenn M. Shor Carol Bibb David Thomas Scott E. State Alan Cook*
Mike Bayer OFFICERS: Chief Executive Officer, Scott E. State Vice President & Chief Operating Officer, John M.
Leonard Vice President, Chief Financial Officer & Treasurer, Jeffrey P. Adix Vice President, General Counsel & Assistant Secretary, Gregory G. DiCarlo Vice President & Director of Health and Safety, Gary Thibodeaux Vice President, Kamal Sookram Secretary, David L. Rattner Assistant Secretary, Glenn M. Shor Assistant Secretary, David F. Thomas
- Citizen of the United Kingdom.
Enclosure 2 Page 5 of 7
NAME: NorthStar Decommissioning Holdings, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: NorthStar Group Services, Inc.
EXECUTIVE Scott State, CEO & CNO PERSONNEL Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &
Secretary Billy Reid - Vice President David Pearson - Vice President NAME: NorthStar Nuclear Decommissioning Company, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: NorthStar Group Services, Inc.
EXECUTIVE Scott State, CEO & CNO PERSONNEL Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &
Secretary Billy Reid - Vice President David Pearson - Vice President Enclosure 2 Page 6 of 7
NAME: NorthStar Vermont Yankee, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: NorthStar Decommissioning Holdings, LLC EXECUTIVE Scott State, CEO & CNO PERSONNEL Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &
Secretary Billy Reid - Vice President David Pearson - Vice President Enclosure 2 Page 7 of 7