ML19213A278
| ML19213A278 | |
| Person / Time | |
|---|---|
| Site: | 07002872 |
| Issue date: | 07/31/2019 |
| From: | Ihrke C General Electric Co, Reuter-Stokes |
| To: | NRC/RGN-III |
| Tran F | |
| References | |
| 613759 | |
| Download: ML19213A278 (3) | |
Text
July31,2019 U.S. Nuclear Regulatory Commission, Region Ill Material Licensing Section 2443 Warrenville Road, Suite 210 Lisle, Illinois 60532-4352 Reuter-Stokes, LLC Edison Park, 8499 Darrow Road Twinsburg, OH 44087, USA
SUBJECT:
Notice Regarding Parent Company Ownership - General Electric Company SNM-1826, Docket No. 70-02872 This letter provides Notice regarding the expected change in ownership of Reuter-Stokes, LLC's
("Reuter-Stokes") ultimate parent holding company, Baker-Hughes, a GE company ("BHGE").
BHGE is a publicly traded company, but it has been controlled by the General Electric Company
("GE") since July 1, 2017. GE owned 62.5% following a merger, which resulted in an indirect transfer of control of Reuter-Stokes, whereby Reuter-Stokes became an indirect, wholly owned subsidiary ofBHGE. The NRC gave its prior written consent to this change in control by letter dated June 8, 2017 (ADAMS Accession No. MLl 7159A597).
On November 13, 2018, BHGE and GE entered into an Amended and Restated Stockholders Agreement ("Agreement"). Under this Agreement, GE has the right to appoint five ofBHGE's nine directors until its ownership drops below 50%. The Agreement also provides that GE will have the right to appoint one director so long as it owns at least 20% of the voting power of BHGE stock.
GE's Chief Executive Officer signaled in a January 31, 2019 call to discuss GE's financial results for the fourth quarter of 2018 that there was a "high probability" that GE will sell its shares in BHGE "in an orderly manner." As of June 27, 2019, GE reported 50.3% ownership of BHGE's stock in a Schedule 13D filed with the Securities and Exchange Commission. As such, Reuter-Stokes expects that GE will surrender its control ofBHGE. Once GE owns less than 50% BHGE's voting stock, it will no longer have the right to appoint a majority of BHGE's board of directors. Thus, GE will lose control, and instead, BHGE will be controlled generally by its shareholders as a public company.
Given that GE's sale of stock is not expected to involve any new entity gaining control of BHGE, Reuter-Stokes believes that there will not be any indirect transfer of control of its license that requires NRC's prior consent pursuant to 10 CFR 70.36. If an entity or group under common control may acquire a controlling interest in BHGE, Reuter-Stokes will seek NRC's prior consent.
DB1/ 105149901.1 RECEIVED AUG O 1 2019
U.S. Nuclear Regulatory Commission, Region Ill July31,2019 Page2 In addition, Reuter-Stokes expects that BHGE will change its name to reflect the change in relationship to GE. However, this does not affect any licenses or permits held in the name of Reuter-Stokes.
If you have any questions, please do not hesitate to contact Kimberly Kuhls, Radiation Safety Officer, at 330.963.2477 or kimberly.kuhls@bhge.com.
Sincerely, C;J-J?-
Craig A. Ihrke President Reuter-Stokes, LLC.
DB1/ 105149901.1
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