ML20126L901

Lists Issues,Documentation & Info NRC Would Need to Review, W/Respect to Proposed Transfer of Control of Interest in Bankruptcy Proceeding Involving Facility OL NPF-86

ML20126L901
Person / Time
Site:	Seabrook
Issue date:	12/29/1992
From:	Butler W Office of Nuclear Reactor Regulation
To:	Feigenbaum T NORTH ATLANTIC ENERGY SERVICE CORP. (NAESCO)
References
TAC-M84952, NUDOCS 9301080148
Download: ML20126L901 (6)

Text

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UNITED STATES

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_g NUCLEAR REGULATORY COMMISSION WASHINGTON, D. C. 20555 g

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Docket No. 50-443 Mr. Ted C. Feigenbaum, Senior Vice President and Chief Nuclear Officer North Atlantic Energy Service Corporation Post Office Box 300 Seabrook, New Hampshire 03874

SUBJECT:

PROPOSED TRANSFER OF CONTROL 0F INTEREST IN BANKRUPTCY PROCEEDING INVOLVING SEABROOK STATION 0PERATING LICENSE (TAC NO. M84952)

In a letter dated November 19, 1992, supplemented by letters dated November 25, December 2, and December 9, 1992, North Atlantic Energy Service Corporation (NAESCO) requested that NRC grara approval of a proposed stock redemption, with express recognition that the redemption is only an interim step toward implementation of a reorganization plan filed in a pending bankruptcy proceeding, and that the NRC would retain jurisdiction over any subsequent transfer of control.

NAESCO seeks NRC approval of an indirect transfer of control of the interest of EUA Power, debtor-in-possession, of the Facility Operating License No.

NPF-86, issued to NAESCO, for operation of the Seabrook Nuclear Power Station, Unit I located in Seabrook, New Hampshire.

The NRC has reviewed the materials describing the-proposed stock redemption and related settlement of matters in the bankruptcy proceeding, under which Eastern Utilities Associates (EUA) would pay to its wholly owned subsidiary, EUA Power, $20 million as part of a divorce between the two companies. The NRC understands that after all EUA Power stock has been redeemed from EUA, EUA Power would then trade all its stock in exchange for the retirement of certain debt obligations as part of a" attempt to reorganize. Without knowing either the financial qualifications of the "new" EUA Power, or the identity of its new owners, NRC regulatory approval under 10 CFR 50.80 would be premature.

Such information may not yet exist. Assuming that the settlement agreement becomes effective, the NRC will need to address tne following issues, among others, in reviewing the reorganization plan as part of a license transfer

.'oceeding:

l. The long-term financial stability and new ownership of EUA Power and any of its successors in interest (collectively, the " License-Transferee").

2. The future status of the $294 million in bondholder claims against the License Transferee.

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3. The effect on Seatmook operations if EUA Service Corporation (EUASCO) withdraws its services from the License Transferee.

4. The ' status of engineering services for use by the License Transferee as reflected in the settlement agreement.

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5. The value of the License Transferee's interest.in Seabrook.

6. The value of secured note holders' interests in the License Trans feree .

7. The effect EUA's preferential tax benefits over those of the License-Transferee will have on the transferee's financial condition (see paragraph 10 of _ the settlement agreement). '

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8. The amount of the $20 million settlement which will go towards the future operating expenses of Seabrook, and the amount which will_-be used to pay expenses already incurred.

9. The ability of-the License Transferee to obtain financing-so as to be able to continue supporting Seabrook's operation past the summer of 1993.

Consideration of the transfer of license and the reorganization plan would be subject to notice in the Federal Reoister, along with a no significaat hazards consideration analysis and proposed determination.

Additionally, for the NRC to determine whether the transfer of the license is in the public interest and would adequately ensure the_public's health'and safety, the NRC would need to review the following documentation and information:

(a) The third' amended reorganization plan dated-September 30, 1992, or any later amended plan. -

(b) Any bankruptcy court-and Securities & Exchange. Commission Orders approving-tne November 18, 1992 settlement agreement ana/or the-stock redemption.

-(c) The; agreement dated November 1, 1991, assigning certain rights to receive discounted engineering services.

(d) Of fice addresses of EUA and EUA Pc;4er.

(e) The corporate' charter, articles of incorporation, and minutes of all

,- shareholder meetings of EUA Power.

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3- December 29, 1992 I (f) Details of the capitalization of EUA Power, including _the dates, amounts and sources of capitalization, and the relationship of those sources of capitalization to any owner, member, participant, associate, officer, director, or employee of EUA.

(g) The face amount of-- all bonds or other certificates:of _ indebtedness issued by EUA Power, the dates of such issuances, and the gross andi net amounts received by EUA Power from such. issuances.

(h) The list of all present and former EUA Power officers and. directors _,

and all EUA officers and directors since EUA- Power was formed, with -

the dates of service of each officer or director.

(i) The list of any payments or other forms of compen;ation made to any-officers, directors, or employees of EUA Power from EUA or any EUA-member, associate, affiliate or subsidiary, including the date, payor and payee, and reasons for making the payment.

(j) The list of-any payments or other forms of-compensatlon made- by EUA-Power to any officers, directors, ur employees of EUA or to any EUA member, associate, affiliate or subsidiary, including the'date, payor and payee, and reasons for making the payment.

(k) The list of the owners, officers and directors of EUASCO and the types of. services performed by EUASCO_for EUA Power.

(1) The description of EUA, including its organization its-constituent members or associates, and the businesses it is engaged in, including its articles of incorporation.

(m) The list of individuals or entities who, at anyL time, owned five or more percent of EUA. voting stock.

(n) The-list of all property, accounts, or evidences =of indebtedness owned nominally by EUA Power, but under the direction or control _ of EUA.

(o) The list of all property, accounts. .or evidences of. indebtedness owned nominally by EUA, but under the direction or control of EUA Power.

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/VOi Mr. Ted C. Feigenbaum December 29, 1992 If you have any t..rther questions at this time, please do not hesitate to call.

Sincerely, Original signed by Walter R. Butler, Director Project Directorate 1-3 Division of Reactor Projects - I/11 _

Office of Nuclear Reactor Regulation cc: See next page DISTRIRIJ110B:

Descket File 50-443 T. Gody, Sr, ILPB NRC & Local PDRs R. Wood, ILPB PDI-3 Reading J. Hull, OGC T. Murley/F. Miraglia E. Jordan F. Gillespie, PMAS G. Hill (4 cys)

J. Partlow ACRS (10)

8. Grimes OPA J. Lieberman OC/LFDCB S. Varga V. McCree, EDO J. Calvo J. Linville, Region 1 W. Butler B. Lazarus, Region I G. Edison W. Lambe, ILPB T. Clark A. Johnson

• See previous concurrence o arrict LA:PDI-3 ,. PMBU:PDI-3 ) PM:PDI-SM D:PDI-3 h *0GC mE TClarkMh AJohnsonO GEdisonN WButler JHull DATE

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OFFICIAL RECORD COPY FILENAME: A:\SEM84952.ISS

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Mr. Ted C. Feigenbaum December 29, l'..d If you have any further questions at this time, please do not hesitate to call..

Sincerely,- l 0

Walter R. Butler, Director Project Directorate I-3 Division-of Reactor Projects - I/II Office of Nuclear Reactor Regulation cc: See next page l- .

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Mr.,Ted C. Feigenbaum Seabrook Station cc:

Thomas Dignan,'Esq. Mr. George L. Iverson, Director John A. Ritsher, Esq. New Hampshire Office of Emergency Ropes and Gray Management.

One International Place State Office Park South Boston, Massachusetts 02110-2624 107 Pleasant Street Concord. New Hampshire 03301.

Mr. Peter Brann Assistant Attorney General Regional Adminis'trator, Region I-State House, Station #6 U.S. Nuclear Regulatory Commmission Augusta, Maine 04333 475 Allendale Road King of Prussia, Pennsylvania 19406 Resident Inspector U.S. Nuclear Regulatory Commission Office of the Attorney General Seabrook Nuclear Power Station One Ashburton Place Post Office Box 1149 20th Floor Seabrook, New Hampshire 03874 Boston, Massachuse+.ts 02108 North Atlantic Energy Service Board of Selectmen Corporation Town of Amesbury Seabrook Station Town Hall Route 1, Lafayette Road Amesbury, Massachusetts 01913 P.O. Box 300 Seabrook, New Hampshire 03874 Mr. Jack Dolan ._

ATTN: Ted C. Feigenbaum Federal Emergency Management Agency-Region I Mr. T. L. Harpster J.W. McCormack= Post Office &

North Atlantic Energy Service

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Courthouse. Building, Room 442-Corporation Boston, Massach setts- 02109 Post Office. Box 300 Seabcook, New Hampshire 03874 Mr. David Rodham, Director Massachusetts Civil Defense- Agency Town of Exeter 400 Worcester-Road-10 Front Street P. O. Box 1496 Exeter, New Hampshire 03823 Framingham,. Massachusetts 01701-0317 -

ATTN:- James Muckerheide-Gerald Garfield, Esq.

Day, Berry and Howard John P. Arnold, Attorney General City Place G. Dana'Bisbee, Associate Attorney Hartford, Connecticut 06103-3499 General' Attorney. General's Office Mr. R. M. Kacich 25.. Capitol Street Northeast Utilities Service Company Concord, New Hampshire 03301 P. O. Box 270 Hartford, Connecticut 06141-0270 Congressman Nicholas Mavroules.

U.S. House of Representatives Jane Spector 70 Washington Street Federal Energy Regulatory Commission Salem, Massachusetts 01970 825 North Capital Street, N.E.

L Room 8105 Washington, D.C. 20426 1

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