ML20205C071
| ML20205C071 | |
| Person / Time | |
|---|---|
| Site: | Grand Gulf  |
| Issue date: | 10/19/1988 |
| From: | SYSTEM ENERGY RESOURCES, INC. |
| To: | |
| Shared Package | |
| ML20205C070 | List: |
| References | |
| NUDOCS 8810260384 | |
| Download: ML20205C071 (16) | |
Text
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UNITED STATES OF AMERICA BEFORE THE NUCLEAR REGULATORY COMMISSION In the Matter of
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SYSTEM ENERGY RESOURCES, INC.,
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Docket No. 50-416 et. al.,
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(Grand Gulf Nuclear Station, Unit 1)
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Ai."LICATION TO AMEND FACILITY OPERATING ITCENSE NO. NPF-29 TO AUTHORIZE S."i AND LEASEBACK TRANSACTION (S)
System Energy Resources, Inc. ("SERI") hereby applies for an amendment to Facility Operating License No. NPF-29 to authorize one or more sale and leaseback transactions by SERI with respect l'
to a portion of its ownership share of the Grand Gulf Nuclear Station ("GGNS"), Unit 1.
SERI is presently a licensed co-owner of GGNS Unit 1 and is the licensed operator of the facility.
Following the proposed sale and leaseback transaction (s), SERI l
will continue in its present capacity as the sole entity with l
authority to manage, operate, and maintain the plant.
The license i
amendment applied for herein involves no significant hazards l
considerations.
t i
8910260384 esgog9 fDR ADOCK 05000416 PDC J14AECM88101401 - 3 l
l 1.
Requested Amendment l
SERI currently possesses a 90.0% undivided ownership interest in GGNS Unit 1 and the GGNS common facilities.1 SERI proposes to refinance part of its interest in GGNS Unit 1 by entering into one or more sale and leaseback transactions as described below.
SERI specifically requests that the Director of the Office of Nuclear i
Reactor Regulation authorize such transactions and amend the GGNS l
Unit 1 license by adding a new paragraph 2.B(7) as follows:
l t
(a)
SERI is authorized to transfer any portion of its 90.0% ownership share in GGNS Unit 1 to certain equity investors identified in the submission of [information to be provided by SERI), and at the same time to lease back from such purchasers such interest sold in the facility.
The term of the lease is for j
approximately 26 years subject to a right of i
renewal.
Such sale and leaseback transactions are subject to the condition that lessors and 1
anyone else who may acquire an interest under these transactions arm prohibited from 4
exercising directly or indirectly any control
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over the licensees of GGNS Unit 1.
- Further, any rights acquired under this authorization may be exercised only in compliance with and l
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subject to the requirements and restrictions of this operating license, the Atomic Energy i
Act of 1954, as amended, and the Commission's t
l regulations.
For purposes of this condition, the limitations of 10 C.F.R. 50.81, as now in effect and as they may be subsequently 2.
amended, are fully applicable to the lessors l
and any successors in interest to those j
lessors, as long as the license for GGNS i
l Unit 1 remains in effect.
(b)
SERI is required to notify tne NRC in writing j
prior to any change in (i) the terms or i
conditions of any sale or lease agreements i
i
.I i
1/
As discussed below, South Mississippi Electric Power
'I Association owns the remaining ownership interest in GGNS.
Its interests are not implicated in the present license amendment
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application.
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executed as part of the above authorized financial transactions, (ii) the GGNS Unit 1 l
operating agreement, or (iii) the existing c
property insurance coverage for GGNS Unit 1 that would materially alter the representations and conditions set forth in the staff's Safety Evaluation Report attached to the NRC letter dated LDate to be inserted by the NRC).
In add.. tion, SERI is required to notify i
4 the NRC of any action by a lessor or other successor in interest to SERI that may have an adverse effect on the operation of the facility.
i 2.
Precedent The NRC has previously approved sale and leaseback j
transactions.
The first such approval was sought by the licensee for the Palo Verde Nuclear Generating Station in October 1985.
l The NRC Staff reviewed that license amendment application and, for the reasons stated in NRC Policy Paper SECY-85-367 l
t I
(Nov. 20, 1985), found the proposed sale and leaseback l
1 i
transactions to be acceptable.
The Commission concurred in an l
order issued December 12, 1985.
See Arizona Public Service j
Company (Palo Verde Nuclear Cenerating Station, Unit 1),
i CLI-85-17, 22 NRC 875 (1985); see also 51 Fed. Reg. 1883 (1986).
Based on the fact that such cases involve a transfer of plant ownership, the NRC specifically concluded in the Palo Verde case i
i that sale and leaseback financing transactions require prior NRC approval.
However, the NRC also applied the limitations in its creditor regulations (10 C.F.R. I 50.81) and concluded that i
l financial investors and the owner-trustes do not need to be l
4 specifically licensed by the NRC.
The NRC further concluded that t
I where the lease expressly provides that the lessee will continue l
j to be licensed to possess the facility, continue to serve as a l
participant under the facility operating agreement, and continue 3
f J14AECM88101401 - 7 i
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i its reponsibility for payment of its share of taxes, insurance premiums, and operating, maintenance, and decommissioning costs, i
the transacticn presents no public health and safety concerns.
Similarly, where the investor-owner does not acquire a right to electric power generated at the facility, and electricity j
distribution under the facility operating agreement remains the same, the NRC found no antitrust implications.
The NRC consented to the Ialo Verde sale snd leaseback transaction, subject to the condition that the lesdor or anyone else who may acquire an interest under the transaction is prohibited from exercising directly or indirectly any control over the facility licensees.
Palo Verde, 22 NRC at 876.
In this respect, the Commiscion specified that the limitatior.s of 10 C.F.R.
$ 50.81 apply to the lessors and to any successor in interest to those lessors.2 The NRC's approval of the transaction also included the condition that the NRC be notified in writing prior l
to any change in the executed sale or lease agreements, the facility operating agreement, or existing insurance policies, and be promptly notified of any action by the lessor or others which might have an adverse effect on safe operation of the facility.
i Since the initial Palo Verde approval, the NRC has issued several license amendments authorizing similar, subsequent sale I
and leaseback transactione involving that facility.
- See, e.g.,
2/
Under the limitations of 5 50.81, neither the owner-trustee nor any equity investor nor any of their respective successors or assigns may take possession of the facility prior to either (a)
NRC issuance of a license authorizing such possession or (b) NRC approval of an appropriate license transfer pursuant to 10 C.F.R.
$ 50.80.
J14AECM88101401 - 8
51 Fed. Reg. 22247 (1986); S1 Fed. Reg. 30585 (1986): 51 Fed.
Reg. 47085 (1986).
In addition, the NRC has issued subsequent license amendmenus authorizing sale and leaseback transactions with respect to ownership shares of at least two other nuclear facilities.
Specifically, on March 16, 1987, the NRC issued an amendment authorizing sale and leaseback transactions by Ohio Edison Company relating to its 30 percent ownership interest in Perry Nuclear Power Plant, Unit 1.
52 Fed. Reg. 9587 (1987).
On September 23, 1987, the NRC issued an amendment authorizing sale 1
and leaseback transactions by Duquesne Light Company and its co-owners related to Beaver Valley Power Station, Unit 2.
52 Fed. Reg. 37557 (1987).
All of these amendments have contained
- l conditions similar to those outlined in the first Falo Verde amendment.
As demonstrated below, the transactions proposed by SERI for GGNS sre similar in all material respects to the previously approved transactions.
Moreover, as discussed above, SERI is p: oposing license conditions identical in all material respects to those that have previously been accepted by the Commission and NRC Staff.
4 l
3.
Description of Proposed Transaction (s)
The Transaction:
SERI and South Mississippi Electric Power i
Association ("SMEPA") presently own undivided ownership interests 1
of 90.0% and 10.0%, respectively, in GGNS Unit 1.
SERI, a l
wholly-owned subsidiary of Middle South Utilities, Inc. ("MSU"), a registered holding company under the Public Utility Holding i
1 J14AZCM88101401 - 9
i l
1 Company Act of 1935, proposes to enter into one or more transactions involving the sale and leaseback pursuant to a lease or leases (collectively, "Lease") of approximately 10-15% of its 90.0% undivided ownership interest in GGNS Unit 1.
This proposal i
has been submitted for approval to the Unites states Securities I
i and Exchange Commission.
f To effectuate the transaction, 11rsuant to a Participation l
Agreement or Participation Agreements with various of tho
{
t participants, SERI will sell to one or more banks or trust l
companies (collectively "Owner-Trustee" or "Lessor"), designated as such in one or more agreerents (collectively "Owner Trust")
i between the Owner-Trustee and one or more institutional equity investors ("Owner Participants"), separate undivided interests in l
GGNS Unit 1 (collectively, "Undivided Interest").
Simultaneously l
SERI will lease back from the Owner-Trustee the Undivided Interest
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l
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pursuant to the Lease.
It is currently contemplated that the I
common facilities with GGNS Unit 2 nnd transmissior (acilities
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associated with GGNS would not be sold as part of the Undivided
[
l Interest.
The portion of SERI's interest in GGNS Unit 1 that is
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not subject to a sale and leaseback transaction will be retained by SBRI as an undivided interest.
The terms of all sale and leaseback transactions proposed j
herein will be substantially identical.
Each Owner Participant l
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will be the beneficiary of a separately established Owner Trust, l
each with the same Owner-Trustee.
A separate Undivided Interest ~
in GGNS Unit 1 will be sold to each Owner Trust and a separate but i
substantially identical Lease and other documentation will be l
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J14AECM88101401 - 10 i
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entered into with recpect to each Undivided Interest.
The Owner Trustee and each Owner Participant will be unaffiliated with SERI or ar.y of SERI's affiliates.
The Lessors' cost will be funded through amounts provided by the Owner Participants through their equity dnvestments in the Owner Trusts and through amounts to be borrowed.
Each Owner Participant may be an equity investor or may be a limited partnership in which an equity investor is the limited partner.
Purchase Price:
The sale of the Undivided Interest to the Owner-Trustee will be at a fair market value established oy an independent appraiser.
The maximum aggregate fair market value of the Undivided Interest will not exceed $500 million.
Lease Term and Renewal Option:
Concurrently with the sale by SERI of the Undivided Interest, SERI will enter into the Lease with the Owner-Trustee.
It is contemplated that there will be an
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interim term of the Lease commencing on the closing date and j
ending in approximately January 1989.
The Basic Lease Term is i
contemplated to commence in approximately January 1989 and end no j
later than July 2015.
Subject to certain conditions, it is
(
contemplated that SERI will have the right to renew the Lease for j
succeasive terms for tha useful life of CGNS Unit 1.
Such rentals l
would in no case exceed a fair market rental value.
Upon written notice in the manner prescribed in the Lease, 4
SERI will have the option to purchase the Undivided Interest for l
its fair market value at the end of the Basic Lease Term or at the end of any elected renewal period.
In addition, SERI will have an option to terminate the Lease and purchase the Undivided J14AECM88101401 - 11 i
--~ -
interest on the 10th, 15th or 20th anniversary of the closing date for the higher of fair market value or casualty value, as defined in the Lease.
Furthermore, at any time on or after an initial period of approximately 10 years after the Basic Lease Term commencement date, it is contemplated that the Lease may be terminated by SERI if SERI's ownership and leasehold interests in t
Grand Gulf Unit 1 become obsolete or uneconomic for SERI's purposes.
Lease Provisions:
The Lease is expected to be a typical net f
lease conferring on SERI all responsibility for operation, maintentnce, insurance, taxes, assessments and other charges or liabilit.ies related to the Undivided Interest, including, without 3
r limitation, decommissioning and rebuilding.
f It is also expected that SERI will be obligated to maintain the Undivided Interest in good operating condition, normal wear sad tear excepted, and will have the right at its own cost and i
expense to make certain modifications and additions to the t
Undivided Interest.
't SERI will be liable to fund the Lessor's share of
[
l decommissioning necessary in connection with the Undivided Interest over the Basic Lease Term.
The Lessor may, in effect, terminate its involvement in the Lease, as contemplated, upon ti.e occurrence of Loss Events, including:
(a) certain events resulting in cessation of operation 1
of GGNS Unit 1 by SERI (generally related to licensing problems, j
damage or destruction of the unit, or government taking or raquisition); (b) the Lessor or any owner Participant becoming J14AECW W101401 - 12
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subject to adverse regulation as a public utility; (c) the Lessor or any owner Participant being required to become a licensee of the NRC or subject to the Atomic Energy Act or otherwise becoming l
subject to burdensome regulation; or (d) any governmental action or change in applicable law edversely affecting the legality of 4
j the proposed transaction, or certain remedies of the Lessor or
[
the Owner Participant thereunder, or causing the Lessor or the 3
t Owner Participant to become liable with respect to the i
a i
decommissioning of GGNS Unit 1 or which causes loss of the I
i j
protection against public liability afforded by the Price-Anderson 1.c t.
l i
SERI will undertake to use its best efforts to cause access to the transmission systems of the MSU subsidiary operating companies, with certain limitations, to be provided to Lessor l
j upon Lease termination.
The Lessor would not, of course, itself t
take possession of or operate the facility without prior NRC f
f approval.
The Operating Agreement:
SERI and SMEPA are parties to an-j operating Agreement ("operating Agreement") and a Joint
]
Construction, Acquisition and Ownership Agreement ("Ownership i
j Agreement"), each dated May 1, 1980, pursuant to whir.h SERI is i
solely responsible for construction, operation, maintenance, i
repair and decommissioning of GGNS Unit 1.
Under the Operating t
I Agreement, SERI has the right to terminate operation of GGNS Unit 1 if more economical power is available to the Middle South i
System, in which case, pursuant to a Substitute Power Agreement among Mississippi Pcwer & Light Company ("MP&L"), SERI and SMEPA, i
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l j
J14AECM88101401 - 13
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MP&L is obligated to supply SMEPA with power at the cost which would have been paid if GGNS Unit I had remained in operation.
It is contemplated that the Lessor will become a party to the Operating and Ownership Agreements, pursuant to an Assignment, Assumption and Further Agreement ("Assignment, Assumption and Further Agreement").
As so contemplated, () ) prior to the Lease expiration date, SERI will exercise all of the Lessor's rights and be responsible for fulfilling all of the Lessor's obligations under the Operating and Ownership Agreements and (2) after the expiration of the Lease, the Lessor will have rights and obligations, proportionate to its interest in GGNS Unit 1, substantially the same as SMEPA's under the Operating and j
Ownership Agreements, except that the Lessor will be obligated to pay amounts specified in the Assignment, Assumption and Further Agreement in respect to the cost of operation.
4.
Reasons for Proposed Transaction (si
)
SERI proposes to use the net proceeds from the sale of the Undivided Interest for the redemption, in whole or in part, prior 1
to their respective maturities, of one or more se ies of SERI's outstanding first mortgage bonds at par, pursuant to the provisions of SERI's Mortgage and Deed of Trust, dealing with redemptions of bonds with the proceeds of released property.
Use of a leasing structure has a number of benefits.
These will allow SERI to reduce its costo, resulting in lower rates
)
l than if SERI continues to own the Undivided Interest.
J14AECM88101401 - 1 1
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First, under the terms of its Mortgage, SERI has the right to utilize proceeds from the sale of released property to redeem certain of its first mortgage bonds at par.
As noted above, it da anticipated that the proceeds from the sale of the Undivided Interest will enable SERI to cause the redemption of approximately
$500 million of first mortgage bonds having high interest rates which are otherwise non-redeemable or redeemsble only upon payment of very high redemption premiums.
I Second, SERI has a substantial amount of tax loss carry J
forwards ("NOLs") and investment tax credits ("ITCs") resulting 4
from interest deductions and other costs and credits which could 1
not be utilized during the lengthy construction period of GGNS Unit 1 or utilized fully subsequent to commercial operation.
By i
transferring the Undivided Interest to a raw owner, SERI will be able to use these NOLs and ITCs sooner and the new owner of the f
Undivided Interest (who will be considered the "true owner" for t
1 tax purposes) will be able to realize the tax benefits of ownership (primarily depreciation) which SERI would have had to s
defer.
The Lossor will reflect these tax benefits in the rentals for the Undivided Interest, i
Finally, the Lease structure is designed to reduce the revenue requirements for the Undivided Interest in the early years of the Lease, thus reducing rate pressures on SERI's customers, MSU's operating companies, and their ultimate customers, the l
residents and businesses of the Middle South System service area.
l While revenue requirements in the later years of the Lease are j
1 anticipated to be higher than if SERI continued to own the J14AECM88101401 - 15 L
Undivided Interest, the benefits of debt redemptionc and accelerated use of tax bennfits outweigh later higher revenue requirements and result in a net pressnt value revenue requirement savings.
5.
Schedule for Sale and Leaseback If the proposed sale and leaseback transactions are to provide the benefits discussed above, such transactions must be 4
consummated by the end of December 1988.
SERI, therefore, respectfully requests that the NRC expeditiously publish the required notice and complete the necessary review in order to issue the requested amendment on this schedule.
SERI will promptly provide any additional information or assistance that the NRC Staff may deem necessary and appropriate.
SERI c. Iso anticipates that e.ll other necessary regulatory approvals will be i
completed in time to meet the schedule, i
i 6.
Supporting Information lieither the Owner-Trustee nor the Owner Participant (equity investors) have yet been identified.
Upon accepting an Owner-j Trustee, SERI will, as promptly as possible, provide the NRC with the general information specified by 10 C.F.R. 5 50.33(a) through (d).
Copies of annual financial reports will also be provided.
Upon SERI's accepting a proposal from a potential equity investor, SERI will, as promptly as possible, provide the I
NRC with (i) the purchase price of the portion of GCNS Unit 1 in J14AECPG8101401 - 16
respect of which each equity investor will make its initial commitment to invest and (ii) the most recent publicly-available annual and interim financial statements for such equity investor.
7.
Antitrust Considerations Because discussions with potential equity investors are continuing, the identity of the actual equity inventors i:ho will participate in the proposed transactions is not yet known..
Hoiever, affiliates a.id subsidiarios of electric utilitien (singly or in joint venture with other equity investors and/or financial intermediaries) are an important potential source of equity 1
investment for sale and leaseback transactioits.
Participation by affiliates and subsidiaries of electric utilities as equity l
investors therefore is possible.
Nevertheless, such participation would not present any antitrust consideration not previously 1
addressed in connection with issuance of the GGNS Unit 1 operating licensa.
All potential equity investors, including those that might be affiliates and subsidiaries of electric utilitier, will be f
passive.
So long ao the Lease is in effect, these entities will not have, by virtue of the Lease, any right to GGNS Unit I capacity or associated energy, and such capecity and energy will be allocated in the same menner, and with the same terms, as is presently set forth in the operating Agreement and ownership Agreement.
Moreover, participation by equity investors will have
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1 no effect on the operation of the plant or the generation and transmission of electricity.
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i In reviewing the Palo Verde sale and leaseback transactions, the NRC Staff concluded that where, as here, the investor owners 1
do not acquire the right to electric power generation at the facility, and where the electricity will continue to be j
distributed in the same mar.ner as though no sale and leaseback f
i transactions had been consummated, the transactions do not present new antitrust considerations.
SECY-85-367, at 9.
The Staff made i
a similar determination with respect to the."erry sale and 1
leaseback transactions.
See Safety Evaluation Report, Arendment 2 I
to License No. NPF-58, Docket No. 50-440, at page 2-3 l
(March 16, 1987).
SERI concludes that no further antitrust review i
I
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is therefore required in the present case, m
8.
Foreign Ownership considerations 7
J i
Certain equity investors may be "owned," "controlled" or
[
"dominated" by a foreign corporation within the meaning of l
l i
k l
Section 103d of the Atomic Energy Act.
In the context of the j
i
)
original Palo Verde sale and leaseback amendment, however, the
{
Staff took the position that, if a licensing requirement were not 1
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imposed on the equity investors, then the prohibition of 1
j Section 103d need not be addressed.
SECY-85-367, at 9-10, n.7.
'1 In its Order of December 12, 1985, the Commission tacitly 1
j concurred.
Palo Verde, 22 NRC 875.
SERI respectfully submits, therefore, that possible foreign control of an equity investor j
should not prohibit the proposed license amendment.
This J
l conclusion is reinforced by the fact that under the proposed t
i 1
l j
J14AECM88101401 - 18 i
.___,-,_.--._,-,--._m_,_
transactions SERI would not be subject to the will of any equity investor.
The proposed license conditions assure that the oquity investors will not have any power to influence, directly or indirectl*?, SERI's actions with respect to GGNS Unit 1.3 9.
Responsibility for Management of GGNS Unit 1 As suggested above, any and all sale and leaseback transactions will not result in any change in the responsibilities, obligaticns, or authorities of SERI as the exclusive licensee under Facility Operating License No. NPF-29 authorized to operate and maintain the plant.
SERI is and will remain solely responsible to the NRC for the proper operation and maintenance of the plant.
Further, in accordance with the limitations of 10 C.F.R.
$ 50.81, only SERI and SMEPA will be authorized to "possess" the facility.
Neither the Owner-Trustee nor any equity investor will have (i) any ability to restrict or inhibit compliance with the safety, security, or other regulations of the commission, (ii) any capacity to control the use or disposal of nuclear fuel, or (iii) any right to use or direct the use of GGNS Unit 1 or any other part of GGNS.
Although certain legal title will reside with the Owner-Trustee, the current regime of control, supervision, and responsibility will be unaltered, 3/
Any foreign investors would, of course, be subject to Section 103d in the event SERI did not repurchase the Undivided i
Interest and the Lessor sought approval to operate the plant.
J14AECM88101401 - 19
i k
10.
Environmental considerations The proposed conveyances of an undivided interest in GCNS Unit 1 to the Owner-Trustee and the Lease of such interest in Unit 1 back to SERI do not involve any design or physical change to the plant, any change in the transmission or other associated facilities, any change in types or amounts of effluents, any change in the patential for accidental releases, any change in the 1
authorized power level of GGNS Unit 1, or any change to individual or cumulative occupational exposures.
Accordingly, the grant of L
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the amendment requested by this Application does not present any l
new or unreviewed environmental impact.
11.
No Significant Hazards Considerations The proposed amendment would revise Facility Operating License No. NPF-29 to authorize SERI to enter into one or more r
sale and leaseback ansactions as described above.
The,mendment I
would be on the condition that neither the owner-Trustee nor owner i
Participants could exercise any control, either direct or 1
I indirect, over SERI.
SERI would continue its present
{
]
responsibility as the sole licensee authorized to operate and j
maintain the plant and would remain exclusively responsible for j
all safety decisions.
There would be no physical change to the plant, no change to operating procedures, and no change to the operating organization or personnel as a result of the transaction (s) described herein.
As such, the proposed change 4
l involves no significant hazards cc>nsiderations.
ll 1
J14AECM88101401 - 20
r The following discussion provides a specific analysis of the proposed change against the three standards delineated in 10 C.F.R. $ 50.92:
a.
The proposed change will not increase the probability or consequences of an accident previously evaluated.
As a result of the proposed c.mendment, there will not be physical changes to the facility, and all Operating Procedures, Limiting conditions for Operation, Limiting Safety System Settings, and Safety Limits specified in the Technical Specifications will remain unchanged.
SERI will continue in its present role under the Operating Agreement and Ownership Agreement.
There will be no changes to the operating organization or personnel as a result of the transaction (s) described herein.
b.
The proposed amendment will not create the possibility of a new or different kind of accident from any accident previously evaluated.
The design and design bases of GGNS Unit 1 will remain the l
same.
Therefore, the current plant safety analyses will remain complete and accurate in addresr,ing the licensing basis events and in analyzing plant renponse and consequences.
Further, the Operating l
Procedures, Limiting Conditions for Operation, Limiting Safety System Settings, and Safety Limits specified in the Technical Specifications are not affected.
As such, the plant conditions for which the design basis accident analyses were performed are still valid, c.
The proposed amendment will not involve a reduction in any margin of safety.
Plant safety margins are established through Limiting Conditions for Operation, Limiting safety System Settings, and l
Safety Limits specified in the Technical l
Specifications.
Because there will be no change to l
either the physical design of the plant or to any of these settings and limits, there will be nu change to any of the margins of safety.
Based upon the above analysis, SERI concludes that the proposed amendment meets the requirements of 10 C.F.R. 5 50.92(c) and does not involve a significant hazard considerations.
J14AECM88101401 - 21
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