ML20238F528

Requests That License Amend Authorizing Sale & Leaseback Transactions Be Issued.Financial Statements for Each Listed Investors Encl.Svc List Encl

ML20238F528
Person / Time
Site:	Beaver Valley
Issue date:	09/14/1987
From:	Doris Lewis DUQUESNE LIGHT CO., OHIO EDISON CO., SHAW, PITTMAN, POTTS & TROWBRIDGE
To:	NRC OFFICE OF ADMINISTRATION & RESOURCES MANAGEMENT (ARM)
Shared Package
ML20238F529	List: ML20238F528 ML20238F530 ML20238F543 ML20238F555 ML20238F585 ML20238F625 ML20238F651 ML20238F662 ML20238F711
References
NUDOCS 8709160209
Download: ML20238F528 (4)

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.I 9 HAW, PITTMAN, PoTTs & TROWBRIDGE A PARThE RSHIP INCLUD'NG PROFESSIONAL CORPORATIONS 2300 N ST RE ET, N. W.

TE LE N/ CABLE WASHINGTON, D. C. 20037 vtRGINIA OFreCE 09 2693 (swAwt Aw wsM) ISOi rARu CREort oRivE

- MC 4 E A N, VIRGINI A 22102 T E LE PHONE (703)7907900 (202)663 0474 TELECoprER (202)223 3760 & 223 3764 September 14, 1987 , A,T. A ,,

DAVID R LEWi$ (202)775-0338 U.S. Nuclear Regulatory Commission ATTENTION: Document Control Desk 7920 Norfolk Avenue )

Bethesda, Maryland 20814 l I

In the Matter of )

Duquesne Light Company, et al.

(Beaver Valley Power Station, Unit 2)

Docket No. 50-412 Ref: Application for License Amendment and Approval .

In Connection with Sale and Leaseback Transactions by Ohio Edison Company (July 14, 1987). ]

Dear Sir:

On July 14, 1987, Duquesne Light Company (DL) filed, on be-half of Ohio Edison Company (OE), an Application for License Amendment and Approval in Connection with Sale and Leaseback Transactions by OE. The Application indicated that the equity investors who would be involved in the transactions would be sub-sequently identified and financial statements provided. To date, the following companies have been identified as potential equity investors, who may participate either directly or through a sub-sidiary:

Investor Potential Investment Banc One Equipment Finance up to $125 Million Chase Manhattar. Capital up to $125 Million Markets Corporation j Chrysler Capital up to $175 Million Corporation Citicorp Industrial up to $125 Million Credit, I r. c .

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.) N 0 S 8709160209 870914 W PDR ADOCK 05000412 2 PDR

l SH Aw, PITTMAN, PoTTs & TROWBRIDGE A PARTNER $ Hip INCLUDtNG PROFESSIONAL CORPO54ATIONS Letter to U.S. Nuclear Regulatory Commission September 14, 1987 Page 2 Mission Financial Management up to $275 Million Company (a non-utility affiliate of Southern California Edison Company)

Security Pacific Leasing up to $175 Million Corporation Sovran Leasing Corporation up to S 75 Million State Street Boston up to $175 Million Corporation Trans Union Leasing up to $ 75 Million Corporation Financial statements for each participant or its corporate parent are attached collectively as Exhibit A. None of the potential equity investors is a forei"a corporation.

Among the potential equity investors above is a non-utility affiliate of an electric utility. The Application noted the pos-sibility of participation by affiliates of utilities and stated that in such event OE would submit a memorandum addressing anti-trust matters. This memorandum is attached as Exhibit B and dem-onstrates that there will be no significant antitrust change war-ranting further review.

In the Application, First National Bank of Boston was iden- I tified as the anticipated owner-trustee (the organization that would hold title on behalf of the equity investors and act as lessor). Potential equity investors, however, have expressed the preference that Wilmington Trust Company act as owner-trustee.

The general information specified by 10 C.F.R. 5 50.33(a) through (d) respecting Wilmington Trust Company is provided as Exhibit C hereto. Copies of the most recent annual and quarterly reports for Wilmington Trust Company are provided as Exhibits D through F. Similar information for First National Bank of Boston, which may still be selected to act as owner-trustee, was previously provided with the Application.

Finally, attached for your information as Exhibit G are copies of two versions of the draft sale and leaseback transac-tion documents. One version is for equity invc- ' ors partici- .

pating individually in the sale and leaseback transactions; the

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I SHAw, PITTM AN, PoTTs & TROWBRioGE A PAuTNE pSHip INCLUDING PROF E SSION AL COPACHAT60NS Letter to U.S. Nuclear Regulatory Commission September 14, 1987 Page 3 second version is for equity investors participating as a part-nership. The names of equity investors in the previously com-pleted sale and leaseback transactions for Perry Unit 1 have been used on the cover page of and in the draft transaction documents to indicate whether the documents pertain to an individual equity investor or to a partnership, and the names are not intended to reflect the identity of equity investors in the present transac-tions. Terms in these documents are still being negotiated and are subject to change. However, the basic structure of the transactions, as described in the Application, is reflected in these drafts and will not change. Also enclosed for your n- i formation is a draft revision to the BVPS Operating Agreen at (Exhibit H), which is being amended as described in the Applica-tion.

As noted in the Application, the sale and leaseback transac-tions must for tax purposes be completed in September. The NRC published a Federal Register Notice relating to transactions on August 12, 1987 (52 Fed. Reg. 29,915), permitting approval of the Application on or after September 11, 1987. Because of the im-portance of these transactions and the benefit to ratepayers, DL and OE respectfully request that the license amendment authoriz-ing the transactions be issued this week.

Sincerely, N

\

David R. Lewis Counsel for Applicants

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SH/ w, PITTM AN, PoTTs & TROWBRIDGE A Pi $TNCRSHiP INCLUDING PROFE SSIONAL CORPORATIONS Letter to U.S. Nuclear Regulatory Commission September 14, 1987 Page 4 Service List U.S. NRC Regional Administrator Region I Att'n: Mr. Lowell Tripp 631 Park Avenue King of Prussia, PA 19406 Mr. Jim Beall NRC Resident Inspector Beaver Valley Power Station, Unit 2 PO Box 181 Shippingport, PA 15077 Mr. Peter S. Tam Project Manager, Project Directorate I-4 Division of Reactor Projects I/II U.S. Nuclear Regulatory Commission 7920 Norfolk Avenue Bethesda, Maryland 20814 Oreste K. Pirfo., Esq.

Office of the General Counsel U.S. Nuclear Regulatory Commission Maryland National Bank Building 7735 Old Georgetown Road Bethesda, MD 20814 l

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