ML21077A256
| ML21077A256 | |
| Person / Time | |
|---|---|
| Site: | Palo Verde  |
| Issue date: | 03/18/2021 |
| From: | Tomblin K El Paso Electric Co |
| To: | Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation |
| References | |
| Download: ML21077A256 (32) | |
Text
P.O. Box 982 El Paso, Texas 79960-0982 (915) 543-5711 March 18, 2021 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001
References:
(1) Renewed License Nos. NPF-41, NPF-51 and NPF-74 (Docket Nos. 50-528, 50-529, 50-530, and 72-44) (Palo Verde Units 1, 2, and 3, and Independent Spent Fuel Storage Facility)
(2) El Paso Elec. Co. (Palo Verde Nuclear Generating Station, Units 1, 2 & 3, and Independent Spent Fuel Storage Installation), Docket Nos. 50-528, 50-529, 50-530
& 72-44; NRC-2019-0214, Application for Order Approving Indirect Transfer of Control of Renewed Facility Operating License Nos. NPF-41, NPF-51, and NPF-74 (filed Aug. 13, 2019, the August 2019 Application) (ML19225D197)
(3) U.S. Nuclear Regulatory Commission (NRC), Order Approving Indirect Transfer of Licenses, Docket Nos. 50-528, 50-529, 50-530 & 72-44; NRC-2019-0214 (dated Mar. 5, 2020, the March 2020 Approval Order) (ML20038A206)
Subject:
Application for Approval of Indirect Transfer of Control of Licenses Pursuant to 10 C.F.R. §§ 50.80 and 72.50
Dear Sir or Madam,
In accordance with section 184 of the Atomic Energy Act, as amended (42 U.S.C. § 2234, the AEA), 10 C.F.R. § 50.80 and 10 C.F.R. § 72.50, El Paso Electric Company (EPE) submits this application for Nuclear Regulatory Commission (NRC) consent on a prospective basis1 to 1
On March 4, 2021, IIF US 2 through counsel alerted NRC staff (Joel Matteson and Siva Lingam) that (i) in the course of developing responses to certain questions posed by the NRC to IIF US 2, IIF US 2 had discovered that the potential replacement of Dennis Clarke identified in footnote 4 of the August 2019 Application requesting approval for IIF US 2s acquisition of EPE took place on December 17, 2020, inadvertently without having obtained the prior approval of the NRC, and (ii) EPE would be submitting contemporaneously with the responses to those questions a request for prospective approval of the indirect license transfer over EPEs Palo Verde Nuclear Generating Station NRC licenses resulting from the replacement of Dennis Clarke by Anne Cleary (a U.S. citizen) as one of the three private individuals who indirectly own and control IIF US 2 GP. Ms. Cleary, IIF US 2 and EPE, regret this inadvertent noncompliance and by this Application are acting to promptly rectify it going forward. Further, appropriate steps are being taken to ensure non-compliance with the NRC license transfer requirements does not happen again.
El Paso Electric
March 18, 2021 Page 2 of 5 the indirect transfer of control of EPEs possession only non-operating interests in Renewed Facility Operating License Nos. NPF-41, NPF-51 and NPF-74 for the Palo Verde Nuclear Generating Station, Units 1, 2, and 3 (PVNGS), as well as the general license for the PVNGS Independent Spent Fuel Storage Installation (ISFSI) (collectively the NRC Licenses) as a result of the acquisition of an approximately 33.3% membership interest in IIF US Holding 2 GP, LLC (IIF US 2 GP)the general partner of IIF US Holding 2 LP (IIF US 2)by a private individual, Anne Cleary (a U.S. citizen, the Owner together with EPE, the Applicants) subsequent to the retirement and relinquishment of an approximately 33.3% IIF US 2 GP membership interest held by Dennis Clarke (a U.S. citizen) (the Transaction). IIF US 2s indirect acquisition of EPE was previously approved by the March 2020 Approval Order. Simplified organization charts showing the pre-Transaction and post-Transaction ownership structures are provided as Attachment 1 and Attachment 2, respectively, to the license transfer application included as Enclosure 3 (the Application).
EPE currently owns a 15.8% tenant-in-common interest in, and holds possession-only rights in the NRC license with respect to, each of PVNGS Units 1, 2, and 3. Arizona Public Service Company (APSC), owns a 29.1% tenant-in-common interest in, and holds both operating and possession rights in the NRC license with respect to, each of PVNGS Units 1, 2, and 3.2 Pursuant to a Participation Agreement entered into in 1973 and amended multiple times since then (the Participation Agreement), APSC operates each of the PVNGS Units pursuant to the operating rights granted to it under the license of each PVNGS Unit. The Transaction implicates only an indirect upstream change in control over EPEs possession-only rights in the NRC Licenses. The Transaction does not involve or implicate any change in EPEs rights and obligations under the Participation Agreement or any of the NRC Licenses, nor does it implicate APSCs or any other Possession-Only Co-Owners rights and obligations under the Participation Agreement or any of the NRC Licenses.
Additional information pertaining to the Transaction, including information required under 10 C.F.R. § 50.80(b), is included in the enclosed Application. As the Application demonstrates, the Transaction does not:
implicate or affect the technical qualifications of APSC as the licensed operator of PVNGS Units 1, 2, and 3; have any material adverse impact on EPEs financial qualifications to hold its possession-only rights in PVNGS Units 1, 2, and 3; affect decommissioning funding assurance for each of PVNGS Units 1, 2, and 3 or the ISFSI; or 2
Like EPE, the remaining tenant-in-common co-owners of PVNGS hold possession-only rights in the NRC Licenses for, and equal interests in each of, the PVNGS Units 1, 2, and 3. These other possession-only tenant-in-common owners and their respective ownership interests are: Salt River Project Agricultural Improvement and Power District (17.49%); Southern California Edison Company (15.8%); Public Service Company of New Mexico (10.2%); Southern California Public Power Authority (5.91%); and Los Angeles Department of Water and Power (5.7%) (together with EPE, the Possession-Only Co-Owners).
March 18, 2021 Page 3 of 5 result in foreign ownership, control or domination over EPE or any of the NRC Licenses or other PVNGS NRC licensees.
In sum, the Transaction and indirect license transfers are not inimical to the common defense and security, do not include foreign ownership, control or domination, and do not result in or cause any undue risk to the public health and safety. Further, no license amendments are required for the Transaction as the indirect transfer of EPEs PVNGS NRC Licenses resulting from the Transaction makes no changes to any PVNGS Unit or its NRC licensees requiring conforming license amendments.
Applicants request that the NRC consent, when issued, be made immediately effective.
Applicants are prepared to promptly and fully support the NRCs review as necessary.
Certain other regulatory approvals and reviews in addition to the NRCs are required.
These include approval of the Transaction by the Federal Energy Regulatory Commission (FERC). FERC approval of the Transaction was obtained on December 17, 2020.3 There are no new regulatory commitments associated with the Application.
In the event the NRC requires any additional information concerning the Application, please contact Nadia Powell at 915-543-2284, or by email at nadia.powell@epelectric.com.
Service upon the Applicants of any notices, comments, hearing requests, intervention petitions, or other pleadings should be made to:
For EPE:
James A. Schichtl El Paso Electric Company Stanton Tower, 100 N. Stanton Street El Paso, TX 79901 tel:
915-521-4697 email: james.schichtl@epelectric.com For Anne Cleary:
Amanda Wallace IIF US Holdings 2, LP 277 Park Avenue, 35th Floor New York, NY 10172 tel:
212-648-2241 email: amanda.wallace@jpmorgan.com 3
IIF US Holding LP, 173 FERC ¶ 61,232 (2020).
March 18, 2021 Page 4 of 5 Robert W. W arnement Skadden, Arps, Slate, Meagher, and Flom LLP 1440 New York Avenue, N.W.
Washington, DC 20005 tel:
202-371-7507 email: roberl.\\\\arncn entra,sk, ddcn.com Further, please place the above individuals as well as the following individual on the NRC correspondence distribution for all correspondence related to the Application:
Thomas N. Weber Arizona Public Service Company 400 N. 5th Street Phoenix, AZ 85004 tel:
623-383-5764 email: thomas.t1.\\\\ebcr'd:,1gs.com I declare under penalty of perjury that I am familiar with the content of the foregoing application as it relates to the El Paso Electric Company; and that the matters set forth therein are true and correct to the best of my knowledge and belief.
Executed this I,C day of March, 2021.
Enclosure I:
Affirmation of EPE :
Affirmation of Anne Cleary Kelly A. Tomblin Chief Executive )fficer :
Application for Order Approving Indirect Transfer of Control of Renewed Facility Operating License Nos. NPF-41, NPF-51 and NPF-74 cc:
Scott Morris Regional Administrator, NRC Region IV U.S. Nuclear Regulatory Commission S. P. Lingam NRC NRR Project Manager, Palo Verde Nuclear Generating Station U.S. Nuclear Regulatory Commission
March 18, 2021 Page 5 of 5 M. OBanion NRC NRR Project Manager U.S. Nuclear Regulatory Commission C. A. Peabody Senior Resident Inspector, Palo Verde Nuclear Generating Station U.S. Nuclear Regulatory Commission Andrea Veil Director, Office of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission John W. Lubinski Director, Office of Nuclear Material Safety and Safeguards U.S. Nuclear Regulatory Commission Jeremy L. Wachutka NRC Office of General Counsel U.S. Nuclear Regulatory Commission
ENCLOSURE 1 EPE AFFIRMATION
"UNITED STATES OF AMERICA NUCLEAR REGULATORY*COMMISSION In the Matter of:
El Paso Electric Cornpany Indirect License Transfer
)
)
)
)
)
-AFFIRMATION License Nos. NPF-41, 51, and 74 Docket Nos. 50-528, 529, and 530 Docket No. 72-44 I, Kelly A, Tomblin, being dulysworn, hereby depose and state that I alil the Chief Executive Officer of El Paso Electric Company; that I am duly authorized to sign and file with the Nuclear Regulatory Cotrnnission ("NRC) the enclosed application fot consent to the indirect transferof control of the N RC I icenses for Palo Verde Nuclear Generating Statio,!J Units 1, 2, and 3, that I am fam ii iar with the contcill thereof as it !'elates to El Paso Electric Co any; and th e matters set forth thereinare true and correct tCi the best ofmy kn wled 1d belief:
STATE OF
\\{J~56 COUNTYOF E\\ J'c,~Q
}
)
)
Subsci'ibed and swon1 to rne, a Notary Public_, in and for the State of Te,y. fa')
this \\~ day of March, 202 I.
VALERIE Ji PUGH My Notary ID # 10712464 Expires December 9, 2024
ENCLOSURE 2 IIF US 2 AFFIRMATION
UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of License Nos. NPF-41, 51, and 74 Docket Nos.
50-528, 529, and 530 Docket No.
72-44 Paso Electric Company Indirect License Transfer NetNeeNetNeeee AFFIRMATION 1,
Anne
- Cleary, being duly
- sworn, hereby depose and state that I
am a
private United States Citizen; that I am duly authorized to sign and file with the Nuclear Regulatory Commission the enclosed application for consent to the indirect transfer of contro]
of the NRC licenses for Palo Verde Nuclear Generating Station Units 1,
2, and 3,
that I am familiar with the content thereof as it relates to
- myself, IIF US Holding 2 LP, and
[IF US Holding 2
GP; and that the matters set forth therein are true and correct to the best of my knowledge and belief.
(hae Chan Z
STATE OF
)
couNTY Subscribed and swom to me, a Notary Public, in and for the State of Ala this(S day of March __, 2021.
QueOLA ae yet be, ae
~
My Commission Expires 01/07/2!
UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of:
El Paso Electric Company Indirect License Transfer
)
)
)
)
)
AFFIRMATION License Nos. NPF-4 J. 51, and 74 Docket Nos. 50-528, 529, and 530 Docket No. 72-44 I, Anne Cleary, being duly sworn, hereby depose and state that I am a private United States Citizen; that I am duly authorized to sign and file with the Nuclear Regulatory Commission
("NRC") the enclosed application for consent to the indirect transfer of control of the NRC licenses for Palo Verde Nuclear Generating Station Units 1, 2, and 3, that I am familiar with the content thereof as it relates to myself, HF US Holding 2 LP, and HF US Holding 2 GP; and that the matters set forth therein are true and correct to the best of my knowledge and belief.
STATE OF 111~~()"\\t:-
)
COUNTYOF Je,~(S~ ~
CL_rn,T Subscribed and sworn to me, a Notary Public, in and for the State of this C 4( day of March _, 2021.
ENCLOSURE 3 APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF RENEWED FACILITY OPERATING LICENSE NOS. NPF-41, NPF-51, AND NPF-74
UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of :
)
)
License Nos. NPF-41, 51, and 74 El Paso Electric Company
)
Docket Nos. 50-528, 529, and 530 Indirect License Transfer
)
Docket No. 72-44
)
APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF RENEWED FACILITY OPERATING LICENSE NOS. NPF-41, NPF-51, AND NPF-74 I.
INTRODUCTION In accordance with section 184 of the Atomic Energy Act, as amended (42 U.S.C. § 2234, the AEA), 10 C.F.R. § 50.80 and 10 C.F.R. § 72.50, El Paso Electric Company (EPE) submits this application for Nuclear Regulatory Commission (NRC) consent on a prospective basis1 to the indirect transfer of control of EPEs possession only non-operating interests in Renewed Facility Operating License Nos. NPF-41, NPF-51 and NPF-74 for the Palo Verde Nuclear Generating Station, Units 1, 2, and 3 (PVNGS), as well as the general license for the PVNGS Independent Spent Fuel Storage Installation (ISFSI) (collectively the NRC Licenses), as a result of the acquisition of an approximately 33.3% membership interest in IIF US Holding 2 GP, LLC (IIF US 2 GP)the general partner of IIF US Holding 2 LP (IIF US 2)by a private individual, Anne Cleary (a U.S. citizen, the Owner together with EPE, the Applicants) subsequent to the retirement and relinquishment of an approximately 33.3% IIF US 2 GP membership interest held by Dennis Clarke (a U.S. citizen) (the Transaction). Simplified organization charts showing the pre-Transaction and post-Transaction ownership structures are provided as Attachment 1 and Attachment 2, respectively, attached hereto.
The Transaction is a straight-forward issuance of the approximately 33.3% interest in IIF US 2 GP that was relinquished by Dennis Clarke on September 30, 2020, to Anne Cleary pursuant to that certain resolution dated September 30, 2020, of the IIF US 2 GP Owners, Rita J. Sallis and 1
On March 4, 2021, IIF US 2 through counsel alerted NRC staff (Joel Matteson and Siva Lingam) that (i) in the course of developing responses to certain questions posed by the NRC to IIF US 2. IIF US 2 had discovered that the potential replacement of Dennis Clarke identified in footnote 4 of the August 2019 Application requesting approval for IIF US 2s acquisition of EPE took place on December 17, 2021, inadvertently without having obtained the prior approval of the NRC, and (ii) EPE would be submitting contemporaneously with the responses to those questions a request for prospective approval of the indirect license transfer over EPEs Palo Verde Nuclear Generating Station NRC licenses resulting from the replacement of Dennis Clarke by Anne Cleary (a U.S. citizen) as one of the three private individuals who indirectly own and control IIF US 2. Ms. Cleary, IIF US 2 and EPE, regret this inadvertent noncompliance and by this Application are acting to promptly rectify it going forward. Further, appropriate steps are being taken to ensure non-compliance with the NRC license transfer requirements does not happen again.
2 Christopher Ward (the September 2020 Resolution). The September 2020 Resolution is attached hereto as Attachment 3. As a result of the Transaction, as of December 17, 2020, Anne Cleary became an approximately 33.3 % owner of IIF US 2 GP and indirect owner of EPE. The approximately 33.3 % interests of each of Rita Sallis and Christopher Ward are unaffected by the Transaction.
EPE currently owns a 15.8% tenant-in-common interest in, and holds possession-only rights in the NRC license with respect to, each of PVNGS Units 1, 2, and 3. Arizona Public Service Company (APSC) owns a 29.1% tenant-in-common interest in, and holds both operating and possession rights in the NRC Licenses with respect to, each of PVNGS Units 1, 2, and 3.2 Pursuant to a Participation Agreement entered into in 1973 and amended multiple times since then (the Participation Agreement), APSC operates each of the PVNGS Units pursuant to the operating rights granted to it under each NRC License. The Transaction involves only an indirect upstream change in control over EPEs possession-only rights in the NRC Licenses. The Transaction doesnt involve or implicate any change in EPEs rights and obligations under the Participation Agreement or any of the NRC Licenses nor does it implicate APSCs or any other Possession-Only Co-Owners rights and obligations under the Participation Agreement or any of the NRC Licenses.
Under the AEA and the NRCs regulations issued thereunder, an NRC nuclear generating power plant licensee must seek and obtain prior NRC consent for the indirect transfer of its NRC licenses resulting from the transfer of control over the licensee. In reviewing a license transfer application, the NRC must find that the transfer is not inimical to the common defense and security, does not include foreign ownership, control or domination, and will not result in or cause any undue risk to the public health and safety. In making these findings the NRC assesses, among other things, the transferees technical and financial qualifications to own and operate the nuclear facilities, whether there is assurance that adequate decommissioning funds will be available to safely decommission the facilities at the end of their useful lives, whether the transfer will result in foreign ownership, control or domination, and whether the transfer is otherwise consistent with the applicable provisions of laws, regulations and orders of the NRC. The NRC presumes financial qualifications for state rate-regulated electric utilities that are authorized to recover the costs and operating expenses of their nuclear facilities through state-approved rates. The NRC also permits state rate-regulated entities to provide decommissioning funding assurance through the use of external sinking funds. As demonstrated more fully below, the Transaction:
does not implicate or affect the technical qualifications of APSC as the licensed operator of PVNGS Units 1, 2, and 3; 2
Like EPE, the remaining tenant-in-common co-owners of PVNGS hold possession-only rights in the NRC license for, and equal interests in each of, the PVNGS Units 1, 2, and 3. These other possession-only tenant-in-common owners and their respective ownership interests are: Salt River Project Agricultural Improvement and Power District (17.49%); Southern California Edison Company (15.8%); Public Service Company of New Mexico (10.2%); Southern California Public Power Authority (5.91%); and Los Angeles Department of Water and Power (5.7%) (together with EPE, the Possession-Only Co-Owners).
3 does not alter EPEs status as an electric utility or have any material adverse impact on EPEs financial qualifications to hold its possession-only rights in PVNGS Units 1, 2, and 3; does not alter EPEs status as an electric utility or otherwise affect decommissioning funding assurance for each of PVNGS Units 1, 2, and 3 or the ISFSI; does not result in foreign ownership, control or domination over EPE or any of the NRC Licenses or other PVNGS NRC licensees; and is otherwise consistent with the applicable provisions of laws, regulations and orders of the NRC.
In sum, the Transaction and indirect license transfers of the NRC Licenses resulting from the Transaction are not inimical to the common defense and security, do not implicate impermissible foreign ownership, control or domination, and do not result in or cause any undue risk to the public health and safety. Further, no license amendments are required for the Transaction. Accordingly, Applicants respectfully request NRC consent to the Transaction on a prospective basis.
II.
STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE The purpose of the Transaction is to replace Dennis Clarke (a U.S. Citizen) as a IIF US 2 GP Owner with Anne Cleary (a U.S. Citizen). The Transaction does not involve any other changes to IIF US 2 GP, IIF US 2, EPE, or EPEs transmission, distribution or generating facilities or their operation, including PVNGS Units 1, 2, and 3. The Transaction simply replaces Dennis Clarke with Anne Cleary as a IIF US 2 GP Owner.
III.
SUPPORTING INFORMATION A.
General Information Regarding EPE
- 1.
Name and Address El Paso Electric Company Stanton Tower 100 North Stanton Street El Paso, Texas 79901
- 2.
Description of Business EPE, a Texas corporation, is a public utility engaged in the generation, transmission and distribution of electricity in an area of approximately 10,000 square miles in west Texas and southern New Mexico. EPE also serves a full requirements wholesale customer in Texas. EPE owns or has significant ownership interests in several electrical generating facilities providing it
4 with a net dependable generating capacity of approximately 2,085 megawatts, including its 15.8%
interests in PVNGS Units 1, 2 and 3.
EPE serves approximately 442,000 residential, commercial, industrial, public authority and wholesale customers and distributes electricity to retail customers principally in El Paso, Texas and Las Cruces, New Mexico. In addition, EPEs wholesale sales include sales for resale to other electric utilities and power marketers. Principal industrial, public authority and other large retail customers of EPE include U.S. military installations, such as Fort Bliss in Texas and White Sands Missile Range and Holloman Air Force Base in New Mexico, an oil refinery, several medical centers, two large universities and a steel production facility.
- 3.
Organization and Management The following are the current Board of Directors of EPE (all are U.S. citizens):
Kathy Alexander Frank Cassidy (Chairman)
Edward Escudero L. Frederick Francis Andrew Landy Gilbert Mike Jesansis Peter Kind Kathleen Lawler Raymond Palacios Jr.
Kelly A. Tomblin The following are the current principal officers of EPE (all U.S. citizens):
Kelly A. Tomblin, Chief Executive Officer Steven T. Buraczyk, Senior Vice President, Operations Robert Clay Doyle, Vice President, Transmission and Distribution Eduardo Gutierrez, Vice President, Customer Care and Communication David C. Hawkins, Vice President, Strategy and Sustainability Cynthia Henry, Vice President, General Counsel Richard Ostberg, Chief Financial Officer Cynthia S. Prieto, Vice President, Controller Victor F. Rueda, Vice President, Human Resources and Safety James A. Schichtl, Vice President, Regulatory and Governmental Affairs H. Wayne Soza, Vice President, Chief Compliance Officer and Chief Risk Officer Richard E. Turner, Vice President, Business Development
5 B.
General Information Regarding IIF US 2
- 1.
Name and Address IIF US Holding 2 LP 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business IIF US 2, a limited partnership organized under the laws of the state of Delaware, is a private, open-end infrastructure investment vehicle. IIF US 2s investments are generally focused on U.S. based companies that provide essential services, such as energy, water, and transportation, to local communities either under a regulatory construct or long-term contracts.
- 3.
Organization and Management IIF US 2 is an infrastructure investment fund managed and controlled by its general partner, IIF US Holding 2 GP, LLC (IIF US 2 GP). IIF US 2 GP is a general partner formed under the laws of the state of Delaware. IIF US 2 GP is owned and controlled by three private individuals each of whom is a U.S. citizen (the IIF US 2 GP Owners). Prior to the Transaction, the IIF US 2 GP Owners were Rita J. Sallis, Christopher Ward, and Dennis Clarke. On and after December 17, 2020, with the replacement of Dennis Clarke by Anne Cleary pursuant to the September 2020 Resolution, the IIF US 2 GP Owners are Rita J. Sallis, Christopher Ward, and Anne Cleary.
IIF US 2s limited partners and their upstream investors constitute the investors providing capital for IIF US 2s activities. IIF US 2s limited partners and their upstream investors are passive and do not have the ability to direct the management or control of IIF US 2 or any of its subsidiaries. The limited partner rights in IIF US 2 are very limited and generally include only those necessary for them to assess the economic performance of the fund and meet their fiscal and legal reporting obligations.3 These include the right to receive a summary of the funds investments, and information regarding annual and quarterly financial performance of the fund, including tax information, necessary to allow the limited partner investors to prepare their own financial statements and tax filings. Notably, unlike lenders or bond holders in secured financings that are pre-approved under the NRCs creditor regulations,4 IIF US 2s limited partners have no right to receive any information regarding the operation of IIF US 2s subsidiaries, no right to 3
A limited partner in IIF US 2 also has certain consent rights under the IIF US 2 limited partnership agreement, which are described below. The limited partners of IIF US 2 have no right under the IIF US 2 limited partnership agreement to direct the investment or businesses activities of IIF US 2 or remove the general partner of IIF US 2.
4 See 10 C.F.R. § 50.81. Although the NRCs creditor regulations allow the entering into secured financing arrangements without disclosing the identity or nationality of the lenders or bond holders providing the financing, the pre-approval of the secured financing is subject to the requirement that should a lender or bond holder, as applicable, seek to exercise any step-in rights they would need NRC approval prior to exercising such rights and the approval would require them to make the proper showing of no foreign ownership, control or domination.
See 10 C.F.R. § 50.81(a)(2). Notably, no limited partner or upstream passive investor in IIF US 2 even has any such step-in rights.
6 access or review the activities or properties of IIF US 2s subsidiaries (in each case, including with respect to EPE and its interests in PVNGS Units 1, 2, and 3), and have no step-in rights on defaults under the IIF US 2 limited partnership agreement. Further, the IIF US 2 limited partnership agreement contains no analogous affirmative or negative covenants typically found in secured financing credit agreements or bond indentures regarding the operation of IIF US 2 or its subsidiaries. In fact, the limited partner consent rights under the IIF US 2 limited partnership agreement are limited to (i) approving amendments to the IIF US 2 limited partnership agreement (provided that, among other things, the IIF US 2 general partner may make amendments that it believes, in good faith, are not materially adverse to any limited partner), (ii) revoking an existing limited partner consent to JPMorgan Chase & Co. and its subsidiaries and affiliates (JP Morgan) and certain other parties acting as a broker for IIF US 2 and for the other side of a transaction,5 and (iii) electing to continue the partnership in the event of a removal or withdrawal of the IIF US 2 general partner. The limited partners of IIF US 2 have no right under the IIF US 2 partnership agreement to direct the investment or business activities of IIF US 2 or remove the IIF US 2 GP.
Further, similar to many infrastructure investment funds, the IIF US 2 investment structure further shields IIF US 2 and its subsidiaries from its upstream passive investors. IIF US 2s upstream passive investors do not invest directly as limited partners in IIF US 2. Rather, IIF US 2s upstream passive investors invest as limited partners (or other passive interest-holders depending on the corporate structure, but all referred to here as limited partners) in upstream investment vehicles which are themselves limited partnerships (or similar entities under the laws of their jurisdiction of organization) that were formed for the purpose of investing the pooled assets of their limited partners (or similar passive investors) in IIF US 2. Currently, there are twenty such investment vehiclessix of which are organized under the laws of the United States (Delaware),
two United Kingdom (England and Wales), six Canadian (Ontario), two Luxembourg, three Cayman Islands, and one Australia. Typically, foreign investors invest through a foreign domiciled investment vehicle but they are not required to do so. The investment vehicle limited partners (i.e., IIF US 2s upstream passive investors) do have a limited ability to request a vote of the investors to remove the general partner of an investment vehicle limited partnership in which they are invested (but not the general partner of IIF US 2). Otherwise their rights in the governance of the limited partnership are similar to those of the limited partners of IIF US 2, and as is typical in open-end investment funds, they have no rights to direct the activities and businesses of the investment vehicles or their investments, including the investment vehicles limited partnership interests in IIF US 2.6 The passive economic interests held by IIF US 2s limited partners and upstream investors are geographically broadly held (i.e., are held by both domestic and foreign investors). As of January 31, 2021, approximately 57% of the passive limited partner investors are: U.S. (~20%);
Canadian (~12%); and U.K. (~25%) entities. The remaining passive limited partner investors are distributed in the aggregate by region as follows: Europe excluding the UK (~17%); Japan (~10%);
5 In addition, in the event that IIF US 2 GP elects to remove and replace J.P. Morgan Investment Management Inc.
as investment advisor to IIF US 2, the consent of at least 50% of the limited partners that are not affiliated with JP Morgan is required prior to such removal and replacement.
6 As is typical in open-end investment funds, an investors primary governance right is to elect to redeem cash from the fund.
7 Middle East (~9%); Australia (~4%); Asia excluding Japan (~2%); and all Other regions (<1%).
Further, only four countries have aggregated passive economic interests in the fund above 5%.
These are: UK (25.20%); US (19.78%); Canada (12.04%); and Japan (10.36%). To IIF US 2s knowledge no single foreign passive upstream limited partner investor in IIF US 2 holds directly or indirectly through affiliates more than a 5% passive economic interest in the aggregate in IIF US 2. IIF US 2 is an open-end fund which means that investors can subscribe to and redeem from the fund from time to time. Commitments are accepted monthly, redemption windows occur twice per year, and satisfaction of redemption requests are subject to certain conditions. The foregoing percentages are provided on an as-committed basis because commitments are binding. Because IIF US 2 is open-end, these aggregate percentages are subject to change as investorsall of whom as discussed above are passivecommit to, and redeem from, the fund.
C.
General Information Regarding IIF Sun Jupiter Holdings LLC
- 1.
Name and Address IIF Sun Jupiter Holdings LLC 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business IIF Sun Jupiter Holdings LLC (IIF Sun Jupiter Holdings) is a Delaware limited liability company and a wholly owned subsidiary of IIF US 2 formed solely for the purpose of being the general partner of IIF Sun Jupiter Ultimate Holdings LP (Sun Jupiter Ultimate Holdings). IIF Sun Jupiter Holdings conducts no other business activities other than being the general partner of Sun Jupiter Ultimate Holdings LP.
- 3.
Organization and Management IIF Sun Jupiter Holdings sole member is IIF US 2. As discussed above, IIF US 2 is controlled by IIF US 2 GP which is owned and controlled by the IIF US 2 GP Owners.
D.
General Information Regarding IIF Sun Jupiter Ultimate Holdings LP
- 1.
Name and Address IIF Sun Jupiter Ultimate Holdings LP 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business Sun Jupiter Ultimate Holdings is a Delaware limited partnership. Sun Jupiter Ultimate Holdings was formed solely for the purpose of owning Sun Jupiter Topco LLC (Sun Jupiter Topco) and completing the Transaction. Sun Jupiter Ultimate Holdings conducts no other business activities other than its ownership of Sun Jupiter Topco.
8
- 3.
Organization and Management Sun Jupiter Ultimate Holdings is controlled by its general partner IIF Sun Jupiter Holdings. IIF US 2 owns 100% of the limited partnership interests in Sun Jupiter Ultimate Holdings. As discussed above, IIF Sun Jupiter Holdings is owned and controlled by IIF US 2, IIF US 2 is controlled by its general partner IIF US 2 GP, and IIF US 2 GP is owned and controlled by the IIF US 2 GP Owners.
E.
General Information Regarding Sun Jupiter Topco LLC
- 1.
Name and Address Sun Jupiter Topco LLC 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business Sun Jupiter Topco is a Delaware limited liability company and a wholly owned subsidiary of IIF Sun Jupiter Ultimate Holdings formed solely for the purpose of owning Sun Jupiter Parent LLC (Sun Jupiter Parent) and completing the Transaction. Sun Jupiter Topco conducts no other business activities other than its ownership of Sun Jupiter Parent.
- 3.
Organization and Management Sun Jupiter Topcos sole member is Sun Jupiter Ultimate Holdings. As discussed above, Sun Jupiter Ultimate Holdings is controlled by its general partner IIF Sun Jupiter Holdings, IIF Sun Jupiter Holdings is owned and controlled by IIF US 2, IIF US 2 is controlled by its general partner IIF US 2 GP, and IIF US 2 GP is owned and controlled by the IIF US 2 GP Owners.
F.
General Information Regarding Sun Jupiter Parent LLC
- 1.
Name and Address Sun Jupiter Parent LLC 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business Sun Jupiter Parent is a Delaware limited liability company and a wholly owned subsidiary of Sun Jupiter Topco formed solely for the purpose of owning Sun Jupiter Parent and completing the Transaction. Sun Jupiter Parent conducts no other business activities other than its ownership of Parent.
9
- 3.
Organization and Management Sun Jupiter Parents sole member is Sun Jupiter Topco. As discussed above, Sun Jupiter Topco is owned and controlled by Sun Jupiter Ultimate Holdings, Sun Jupiter Ultimate Holdings is controlled by its general partner IIF Sun Jupiter Holdings, IIF Sun Jupiter Holdings is owned and controlled by IIF US 2, IIF US 2 is controlled by its general partner IIF US 2 GP, and IIF US 2 GP is owned and controlled by the IIF US 2 GP Owners.
G.
General Information Regarding Parent
- 1.
Name and Address Sun Jupiter Holdings LLC 277 Park Avenue, 35th Floor New York, NY 10172
- 2.
Description of Business Parent is a Delaware limited liability company and a wholly owned subsidiary of Sun Jupiter Parent. Parent conducts no other business activities other than its ownership of EPE.
- 3.
Organization and Management Parents sole member is Sun Jupiter Parent. As discussed above, Sun Jupiter Parent is owned and controlled by its sole member Sun Jupiter Topco, Sun Jupiter Topco is owned and controlled by its sole member Sun Jupiter Ultimate Holdings, Sun Jupiter Ultimate Holdings is controlled by its general partner IIF Sun Jupiter Holdings, IIF Sun Jupiter Holdings is owned and controlled by its sole member IIF US 2, IIF US 2 is controlled by its general partner IIF US 2 GP, and IIF US 2 GP is owned and controlled by the IIF US 2 GP Owners.
IV.
FOREIGN OWNERSHIP OR CONTROL The Transaction will not result in EPE or its interests in PVNGS Units 1, 2, or 3, and their NRC Licenses becoming owned, controlled, or dominated by an alien, foreign corporation or a foreign government. As demonstrated above, following the Transaction EPE retained its own board of directors and principal officers all of whom are U.S. citizens. Further, all of EPEs upstream owners are U.S. entities controlled by U.S. citizens that are ultimately controlled by the IIF US 2 GP Owners, all of whom are U.S. citizens. Finally the limited partners in IIF US 2 and their passive upstream investors (foreign or domestic) are expressly prohibited from participating or taking part in the management or control of IIF US 2s business and have no power or authority to act for or on behalf of, or to bind, IIF US 2, or its subsidiaries, including EPE. The NRC assesses foreign ownership, control or domination issues pursuant to its Standard Review Plan on foreign ownership and control issues issued in 1999 (Standard Review Plan).7 The Standard Review 7
Final Standard Review Plan on Foreign Ownership, Control, or Domination, 64 Fed. Reg. 52,355 (Sept. 28, 1999).
10 Plan and NRC practice demonstrates that the key inquiry is whether the will of one party [the NRC licensee] is subjugated to the will of another [the foreign entity] and that Congressional intent was to prohibit such relationships where an alien has the power to direct the actions of the licensee.8 As a result, the primary test is whether the foreign owner or investor will have the power to direct the actions of the licensee, with a primary focus on actions related to the licensees obligations with respect to its nuclear operations. With respect to foreign investors holding passive limited partnership interests in infrastructure investment funds, which as here, are under the exclusive control of U.S. general partners and convey no ability for the passive investor to direct the management or control the activities of the investment fund or its subsidiaries, the NRC has found that such passive interests do not result in impermissible foreign ownership, control or dominationnotably without requiring the Applicants to provide a disclosure beyond that certain of the ultimate upstream passive investors may be foreign and no single such investor holds more than a specified percentage.9 8
General Elec. Co., 3 AEC 99, 101 (1966).
9 See, e.g., Crystal River - Application of Duke Energy Florida, LLC for Order Consenting to Direct Transfer of Control of Licenses and Approving Conforming License Amendment, Docket Nos. 50-302 & 72-1035, dated June 14, 2019 (ML19170A194), Fig. 2 and (ML19170A194), at 9-10 (disclosing potential existence of upstream passive foreign investors and stating no single such investor is believed to hold more than 5%); Safety Evaluation Related to Transfer of Licensed Authority and Transfer of Ownership for Crystal River Unit 3 Nuclear Generating Plant, Docket Nos. 50-302 & 72-1035, dated Apr. 17, 2020 (ML20101G583), at 13-15 (same); Vermont Yankee
- Application of Entergy Nuclear Operations, Inc. 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, Docket Nos. 50-271 & 72-59, dated Feb. 9, 2017 (ML17045A140), at 11-12, as supplemented Aug. 22, 2017 (ML17234A141), at Fig. 2 (disclosing potential existence of upstream passive foreign investors and stating no single such investor is believed to hold more than 5%); Safety Evaluation Related to Direct and Indirect Transfers of Control and Licensed Authority for Vermont Yankee Nuclear Power Station, Docket Nos. 50-271 and 72-59, dated Oct. 11, 2018 (ML18242A639), at 18 (same); Comanche Peak, Units 1 and 2, and ISFSI - Application of Luminant Generation Company LLC for Order Approving Transfer of Licenses and Conforming License Amendments, Docket Nos. 50-445, 50-446 & 72-74, dated Nov. 12, 2015 (ML15320A093),
at 13-19, as supplemented Mar. 14, 2016 (ML16076A162), Encls. 1 at 3, 2 at 1 & n.1 (disclosing potential existence of upstream passive foreign investors and stating no single such investor is believed to hold more than 15%); Safety Evaluation for Conforming Amendments for Comanche Peak Nuclear Power Plant, Units 1 & 2, Resulting from Transfer of Ownership Interests, Docket Nos. 50-445 & 50-446, dated May 6, 2016 (ML16096A266), Encl. 4 at 11-13 (same); Zion, Units 1 and 2 - Request of ZionSolutions, LLC for Approval Indirect Transfer of Control of Licenses, Docket Nos. 50-295 & 50-304, dated Jan. 10, 2013 (ML13014A007),
Attach. 1 at 5-6 (disclosing potential existence of upstream passive foreign investors and stating no single such investor holds more than 12%); Safety Evaluation for Indirect Transfer of Facility Operating Licenses for Zion Nuclear Power Station, Units 1 & 2, Docket Nos. 50-295 & 50-304, dated May 8, 2013 (ML13122A058), at 8-10 (same); Comanche Peak - Application of TXU Generation Company LP for Order Approving Indirect Transfer of Control of Licenses and License Amendments to Reflect Proposed Licensee Name Change, Docket Nos. 50-445 & 50-446, dated Apr. 18, 2007 (ML071100349), at 30-36 (disclosing potential existence of upstream passive foreign investors and stating no such single investor will hold in the aggregate more than a 9%); see also id. at 9-29; Safety Evaluation Regarding Acquisition of TXU Corp. by Texas Energy Future Holdings Ltd Partnership and Indirect Transfer of Facility Operating Licenses for Comanche Peak Steam Electric Station Units 1 & 2, Docket Nos. 50-445 & 50-446, dated Aug. 1, 2007 (ML072130249), at 10-13 (same).
11 V.
TECHNICAL QUALIFICATIONS APSC owns a 29.1% tenant-in-common interest in, and holds both operating and possession rights in the NRC license with respect to, each of PVNGS Units 1, 2, and 3. Pursuant to the Participation Agreement, APSC operates each of the PVNGS Units pursuant to the operating rights granted to it under each PVNGS Units respective NRC License. Following the Transaction, APSC continues to operate each of PVNGS Units 1, 2, and 3, pursuant to the Participation Agreement and its PVNGS NRC Licenses, and its rights and obligations with respect thereto are unaffected by the Transaction. More particularly, the Transaction did not require or involve any change in APSCs management or staffing of its nuclear organization or procedures or have any effect whatsoever on APSCs technical qualifications to operate PVNGS Units 1, 2, and 3 pursuant to the Participation Agreement and its PVNGS NRC Licenses. Further, APSCs nuclear organization continues to have clear and direct lines of responsibility and authority, which are unaffected by the Transaction.
VI.
FINANCIAL QUALIFICATIONS Following the Transaction, EPE continues to generate, transmit and distribute electricity to ratepayers and recover its costs for such activities through rates authorized by the Public Utility Commission of Texas (PUCT), the New Mexico Public Regulation Commission (NMPRC),
and the Federal Energy Regulatory Commission (FERC). Accordingly, following the Transaction (i) EPE continues to meet the definition of electric utility set forth in 10 C.F.R.
§ 50.2, and (ii) EPEs financial qualifications are presumed under 10 C.F.R. § 50.33(f) and no specific demonstration of financial qualifications is required.
VII.
DECOMMISSIONING FUNDING ASSURANCE The Transaction has no effect on the decommissioning funding assurance currently in place for PVNGS Units 1, 2, and 3. Information regarding the status of funding for PVNGS Units 1, 2, and 3, as of December 31, 2018, has been reported to the NRC in accordance with 10 C.F.R.
§ 50.75(f)(1) on March 29, 2019.10 Funding levels in the decommissioning trust funds for each of PVNGS Units 1, 2, and 3, are currently in full compliance with 10 C.F.R. § 50.75. Following the Transaction, EPE (i) continues to maintain its existing decommissioning trust funds segregated from its assets and outside its administrative control in accordance with the requirements of 10 C.F.R. § 50.75(e)(1), (ii) remains responsible for the decommissioning liabilities associated with its ownership interests in PVNGS Units 1, 2, and 3, and (iii) continues to fund its decommissioning trusts through rates authorized by the PUCT, NMPRC, and FERC, as applicable, and in accordance with 10 C.F.R. § 50.75.
VIII.
PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The indirect transfer of the PVNGS NRC Licenses resulting from the Transaction has no effect on the existing Price-Anderson indemnity or the nuclear insurance (property and liability) for PVNGS. APSC, on behalf of itself and as agent for EPE and each of the other PVNGS 10 The ADAMS accession number for the PVNGS Consolidated Funding Status report is ML19088A281; this document is non-public.
12 Possession-Only Co-Owners, continue to maintain the required nuclear property damage insurance coverage pursuant to 10 C.F.R. § 50.54(w) and nuclear liability insurance pursuant to section 170 of the AEA and 10 C.F.R. Part 140. Annual reporting by APSC, on behalf of itself and as agent for EPE and each of the other Possession-Only Co-Owners, in compliance with 10 C.F.R. § 140.21 provides reasonable assurance of EPEs ongoing ability to pay its share of any annual retrospective premium. As the Transaction does not result in any change to EPE or any other Possession-Only Co-Owner licensee, no revisions to the indemnity agreements for PVNGS Units 1, 2, or 3 are required.
IX.
ANTITRUST INFORMATION The NRC has found that antitrust reviews of post-operating license transfer applications are neither required nor authorized by the AEA. Final Rule, Antitrust Review Auth.: Clarification, 65 Fed. Reg. 44,649 (July 19, 2000); see also Kan. Gas & Elec. Co. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999). Accordingly, no antitrust review is required with respect to the indirect transfers of control that result from the Transaction.
X.
RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION This Application for consent to the indirect transfer resulting from the Transaction does not contain any Restricted Data or Classified National Security Information (as such term is defined under the AEA and the NRCs implementing regulations thereunder) and does not involve any change in access to such Restricted Data or National Security Information. Existing restrictions on access to Restricted Data and Classified National Security Information pertaining to PVNGSs and EPEs possession-only NRC License rights with respect thereto are unaffected by the Transaction.
XI.
ENVIRONMENTAL CONSIDERATIONS This Application for the indirect transfer of control over the PVNGS NRC License resulting from the Transaction is exempt from environmental review because it falls within the categorical exclusion established under the Commissions regulations at 10 C.F.R. § 51.22(c)(21) which excludes from environmental review [a]pprovals of direct or indirect license transfers of any license issued by the NRC and any associated amendments of license required to reflect the approval of a direct or indirect transfer of an NRC license.
XII.
CONFORMING LICENSE AMENDMENTS The indirect transfer of EPEs PVNGS NRC Licenses resulting from the Transaction makes no changes to any PVNGS Unit or its NRC licensees requiring conforming license amendments.
XIII.
REGULATORY COMMITMENTS There are no new regulatory commitments associated with the Transaction.
13 XIV.
STATE CONSULTATION; OTHER REQUIRED APPROVALS The Transaction is subject to other required regulatory approvals in addition to the NRCs.
These include approval of the Transaction by the FERC. FERC approval of the Transaction was obtained on December 17, 2020.11 XV.
EFFECTIVE DATE Applicants request that the NRC issue an order prospectively approving the Transaction, which when issued, be made immediately effective.
XVI.
CONCLUSION As demonstrated above, the indirect license transfers resulting from the Transaction are consistent with the requirements of the AEA and NRCs regulations and regulatory guidance promulgated thereunder. More particularly, the indirect transfers of control over the PVNGS NRC Licenses resulting from the Transaction are not inimical to the common defense and security, do not implicate impermissible foreign ownership, control or domination, and do not result in or cause any undue risk to the public health and safety. Accordingly, Applicants request that the NRC consent to the Transaction on a prospective basis in accordance with section 184 of the AEA and 10 C.F.R. § 50.80.
ATTACHMENTS :
EPE Simplified Organization ChartPre-Transaction :
EPE Simplified Organization ChartPost-Transaction :
September 2020 Resolution 11 IIF US Holding LP, 173 FERC ¶ 61,232 (2020).
EPE Simplified Organization ChartPre-Transaction
LP interests EPE Simplified Organization ChartPre-Transaction El Paso Electric Company has a 15.8% tenant-in-common interest in each of the PVNGS Units Investors IIF US Holding 2 LP (Delaware)
LP interests IIF US Holding 2 GP, LLC (Delaware)
GP interests Other IIF 2 Investments PVNGS Unit 1 PVNGS Unit 2 PVNGS Unit 3 Rita J. Sallis (U.S.)
Christopher Ward (U.S.)
Dennis Clarke (U.S.)
33.3%
33.3%
33.3%
IIF Sun Jupiter Ultimate Holdings LP (Delaware)
Sun Jupiter Holdings LLC (Delaware)
Sun Jupiter Topco LLC (Delaware)
Sun Jupiter Parent LLC (Delaware)
IIF Sun Jupiter Holdings LLC (Delaware)
GP interests El Paso Electric Company (Texas)
EPE Simplified Organization ChartPost-Transaction
LP interests EPE Simplified Organization ChartPost-Transaction El Paso Electric Company has a 15.8% tenant-in-common interest in each of the PVNGS Units Investors IIF US Holding 2 LP (Delaware)
LP interests IIF US Holding 2 GP, LLC (Delaware)
GP interests El Paso Electric Company (Texas)
Other IIF 2 Investments PVNGS Unit 1 PVNGS Unit 2 PVNGS Unit 3 Rita J. Sallis (U.S.)
Christopher Ward (U.S.)
Anne Cleary (U.S.)
33.3%
33.3%
33.3%
IIF Sun Jupiter Ultimate Holdings LP (Delaware)
Sun Jupiter Holdings LLC (Delaware)
Sun Jupiter Topco LLC (Delaware)
Sun Jupiter Parent LLC (Delaware)
IIF Sun Jupiter Holdings LLC (Delaware)
GP interests September 2020 Resolution
UNANIMOUS WRITTEN CONSENT OF THE BOARDS OF DIRECTORS As of September 30, 2020 The undersigned, constituting the entire boards of directors (the "Boards") of the entities set forth on Appendix A attached hereto (the "Entities"), hereby take the following actions and adopt the following resolutions by written consent to action without a meeting pursuant to the governing agreements of the Entities:
WHEREAS, Dennis Clarke desires to resign as a member of the Boards; WHEREAS, the Entities desire to appoint Anne Cleary as a replacement for Dennis Clarke on the Boards, subject in certain cases to the receipt of regulatory approvals; and WHEREAS, the Boards deem it advisable and in the best interests of the Entities for the Entities to appoint Anne Cleary as described above.
NOW, THEREFORE, BE IT RESOLVED, that effective as of September 30, 2020, the resignation of Dennis Clarke as a director of the Entities is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that effective as of October 1, 2020, the appointment of Anne Cleary as a director of the Entities other than IIF US Holding GP, LLC ("GP") and IIF US Holding 2 GP, LLC ("GP 2" and, together with GP, collectively, the "US GPs") is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that effective immediately upon receipt of the approval of the Federal Energy Regulatory Commission without any further action by the Boards, the appointment of Anne Cleary as a director of the US GPs is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that effective as of October 1, 2020, the automatic transfer of all shares and/or interests held by Dennis Clarke (if any) in the Entities other than the US GPs to Anne Cleary is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that effective as of September 30, 2020, the forfeiture of all shares and/or interests held by Dennis Clarke in the US GPs, which automatically become treasury shares and/or interests as of such forfeiture, is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that the automatic issuances of all shares and/or interests forfeited by Dennis Clarke in the US GPs, without any further action by the Boards, to Anne Cleary upon the date of her appointment as a director to the US GPs is hereby ratified, confirmed and approved by the Boards.
FURTHER RESOLVED, that all actions heretofore taken by the Boards or any authorized signatory of the Entities in connection with any matter referred to in the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects.
FURTHER RESOLVED, that each authorized signatory of the Entities be, and each hereby is, authorized and directed to do and perform, or cause to be done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, filings, instruments or certificates in its own name or in the name of, and on behalf of, the Entities, or otherwise as each such authorized signatory may deem necessary or advisable to carry out the intent and purpose of the foregoing resolutions, such execution, delivery, performance and taking of such actions to constitute conclusive evidence of such authorized signatory's approval of the necessity or advisability of such action.
FURTHER RESOLVED, that each authorized signatory of the Entities is hereby authorized to certify and deliver, to any person to whom such certification and delivery may be deemed necessary or appropriate in the opinion of such authorized signatory, a true copy of the foregoing resolutions.
IN WITNESS WHEREOF. the undersigned have executed this consent as of the date first written above.
Christopher Ward Henry W. Fayne Vumindaba Dube Mike Nagle Ebru Sert Jan-Willem Overheul Patrick Houbert Patrick Meunier Dennis C. Kulk John W. MacDonald
Appe di* A Entitiy
' 1.
- 2.
- 3.
IIF US Sub Corp.
- 4.
IIF Manager, LLC
- 5.
IIF Water Manager LLC
- 6.
IIF Hedged Manager, LLC
- 7.
IIF Dutch Marmedsa Investment HoldCo B.V.
I*
- 8.
IIF Dutch Marvalsa Investment HoldCo B.V.
- 9.
IIF Dutch TopCo B.V.
- 10.
IIF LuxCol S.a r.L
- 11.
IIF LuxCo2 S.i r.l.
- 12.
IIF Int'! Lux Acquisitions S.a r.l.
- 13.
IIF Int'l Airport Acquisitions (Canada) S.a r.l.
- 14.
IIF Int'! Castle Investment S.a r.l.
- 15.
IIF Int'! Debt Investments S.a r.L
- 16.
IIF Int' I Equity Investments S.a r.l.
- 17.
IIF Int'! Ivy Investment S.a r.l.
- 18.
IIF Int'l Nature Investment S.a r.l.
- 19.
IIF Int'! Neon Investment S.a r.l.
- 20.
IIF Int'! Sirius Investment S.a r.L
- 21.
IIF Int'l Ventient Investment S.a.r.l
- 22.
IIF Int'! Vision Investment S.a r.L
- 23.
Lux Marmedsa GP S.a r.l.
- 24.
Sirius BidCo S.a r.L 25, Vision Infrastructure TopCo S.a r.l.
- 26.
> IIF Int'l Beta Renewables Midco S.a r.l.
- 27.
IIF Int'! Beta Renewables Bidco S.a r.l.
- 28.
IIF Int'! Equity Investments 2 S.a r.l.