ML22354A291

Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination

ML22354A291
Person / Time
Site:	Westinghouse
Issue date:	12/20/2022
From:	Sweeney M Westinghouse
To:	Office of Nuclear Material Safety and Safeguards, Document Control Desk
Shared Package
ML22354A290	List: ML22354A291
References
131663394
Download: ML22354A291 (1)

Text

Westinghouse Non-Proprietaiy Class 3

@ Westinghouse Michael T. Sweeney Executive Vice President and Chief Legal Officer Westinghouse Electric Company 1000 Westinghouse Drive Cranbeny Township, PA 16066 USA December 20, 2022 10 CFR 70.36 10 CFR 110.50 & 110.51 SNM-1107 Via Electronic Information Exchange ATTN: Document Control Desk Direct tel: (412) 374-4526 U.S. Nuclear Regulato1y Commission Mobile: (412) 251 -1469 e-mail: sweenemt@westinghouse.com One White Flint N 01i h 11555 Rockville Pike Rockville, MD 20852 Re: Application for Consent to Indirect Change of Control with Respect to a Materials License, Expo1i Licenses, and Notification Regarding Other Approvals and Request for Threshold Detennination

Dear Sir or Madam:

Enclosed for filing with the U.S. Nuclear Regulato1y Commission (NRC") is an application by Westinghouse Electric Company LLC ("Westinghouse") for the NRC 's consent ("Consent") to indirect transfer of control, within the meaning of 10 CFR 70.36 and implementing guidance, concerning the materials license, and the transfer of the expo1i licenses held by Westinghouse listed on Exhibit B (the "Application"). The Application also provides related notification regarding Westinghouse's Quality Assm ance Program ("QAP") approval, the APlOOO Design Ce1iification ("DC"), and Ce1iificates of Compliance ("CoCs"). The Application and Consent are necessitated by the proposed indirect acquisition (the "Transaction") of 100% of Westinghouse by Watt New Aggregator L.P. ("Buyer"), an exempted limited partnership fotmed under the laws of the Cayman Islands that is ultimately controlled, directly or indirectly through its affiliates, by Brookfield Corporation ("Brookfield"), a corporation fo1med under the laws of Ontario. 1 Upon the closing of the Transaction, Brookfield will indirectly hold a controlling 51% interest in Watt GP Ltd. ("Watt GP"), a Be1muda exempted company limited by shru.*es, which controls Buyer as its general paiiner. Brookfield will also indirectly hold a 51 % limited paiinership interest in Buyer through a diverse set of limited paiiners, all of which are passive investors including Brookfield Renewable Partners L.P. ("BEP," and together with its institutional paiiners refen ed to in this Unrelated to the Transaction, Brookfield Asset Management, Inc. changed its name to Brookfield Co1poration.

This Application, including the Exhibits, uses the updated name.

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Application as Brookfield Renewables). The remaining 49% interest in Watt GP and Buyer will be held directly or indirectly by Cameco Corporation (Cameco).

The equity purchase agreement (the Purchase Agreement) governing the Transaction, contemplates that, subject to the terms and conditions set forth therein, Buyer will indirectly acquire all equity interests in Brookfield WEC Holdings Inc. (WEC Holdings), a Delaware corporation. WEC Holdings is an indirect parent company of Westinghouse and a wholly owned subsidiary of Brookfield WEC Holdings Sub-Aggregator LP (Sub-Aggregator), an exempted limited partnership formed and registered under the laws of the Cayman Islands, and is currently controlled by Brookfield Capital Partners (Bermuda) Ltd. (Brookfield Capital Partners), a Bermuda exempted company limited by shares and a direct wholly owned subsidiary of Brookfield.

Prior to the closing of the Transaction, for business purposes and tax efficiency, Brookfield currently plans to replace the general partner of Sub-Aggregator, Brookfield Capital Partners, with a new general partner, which will be a newly-formed Canadian corporation (the New GP) that also will be a direct wholly owned subsidiary of Brookfield (the Interim Transaction). Currently, besides Westinghouse, Brookfield Capital Partners controls various other Brookfield investments, whereas, after giving effect to the Interim Transaction, the New GP, depicted on Exhibit C-2 as Brookfield Controlled CanCo (NewCo) (Ontario) will control only the Westinghouse businesses, through its general partner interest in Sub-Aggregator. As explained further in the enclosed Application, although the New GP will have indirect control interests in Westinghouse, because of certain restrictions included in its corporate organizational documents, the New GP will not be authorized to exercise control over the licensed activities of Westinghouse. The New GP will exercise control over Sub-Aggregator, the owner of WEC Holdings and therefore the indirect owner of Westinghouse, only to the extent necessary to comply with the minimum requirements of applicable corporate laws and only until the closing of the Transaction, at which time the New GP will cease to have any interests in the direct or indirect owners of Westinghouse. Thus, the Interim Transaction will not result in a change of control of Westinghouse.

Brookfield seeks to effect the Interim Transaction as soon as possible. Accordingly, Brookfield requests that the NRC issue, by March 1, 2023, a threshold determination for the Interim Transaction that no separate consent is required as there will be no interim changes to Westinghouse or the ultimate control of Westinghouse. In the alternative, however, to the extent that the NRC concludes prior consent is required for the Interim Transaction, Brookfield requests that the NRC provide its consent for this Interim Transaction as soon as possible but prior to April 15, 2023. All information to support these requests is included in this Application.

The current corporate organizational structure showing the entities with control of Westinghouse, within the meaning of 10 CFR § 70.36 and implementing guidance, is depicted in a simplified organization chart provided in Exhibit C-1 to the enclosed Application. Exhibit C-2 provides a simplified organization chart showing the structure of Westinghouse after the closing of the Interim Transaction, while Exhibit C-3 provides a simplified organization chart showing the structure of Westinghouse after the closing of the Transaction, including the entities expected to 2

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indirectly acquire ownership of Westinghouse pursuant to the Transaction.2 After the closing of the Transaction, Westinghouse will continue to be indirectly controlled by Brookfield, as Brookfield ultimately controls Brookfield Renewables and Buyer. Cameco will be entitled to certain shareholder rights as discussed more fully in the enclosed Application.

The Application is submitted pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and the NRCs implementing regulations in 10 CFR § 70.36, 10 CFR § 110.50, and 10 CFR § 110.51. The Application follows NRC Guidance provided in NUREG-1556, Volume 15, Rev. 1, Consolidated Guidance About Materials Licenses: Guidance about Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses (June 2016) and Regulatory Issue Summary 2008-19, Lessons Learned from Recent 10 CFR Part 70 License-Transfer Application Reviews (Aug. 28, 2008).

Westinghouse also holds CoCs for transportation packages and an NRC-approved QAP. See Exhibit B of the Application. Westinghouse is also the applicant for the AP1000 DC contained in Appendix D of 10 CFR Part 52. Transactions involving CoCs, QAP approvals, and DCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations. In the enclosed Application, Westinghouse notifies the NRC of the changes in indirect control, within the meaning of 10 CFR § 70.36 and implementing guidance, of the entity that has been issued the CoCs, the QAP approval, and the DC. Westinghouse will continue to be the holder of or applicant for the licenses, QAP, DC, and CoCs, listed in Appendix B after the closing of the Transaction and the Transaction will not result in any reduction in safety or change any commitments made under these approvals.

There are currently no anticipated changes in the operations, key operating personnel, or licensed activities because of the Transaction. Westinghouse will notify the NRC if changes become anticipated as part of the Transaction. Westinghouse will remain a U.S. company and will continue to be headquartered in Pennsylvania.

Current Westinghouse employees responsible for licensed materials and activities will continue to be responsible for such materials and activities after the closing of the Transaction. Accordingly, Westinghouse will remain technically qualified as the licensee and will continue to fulfill all responsibilities as the licensee.

Westinghouse currently is, and after the Transaction will continue to be, financially qualified to engage in NRC-licensed activities. The Application includes enclosed proprietary financial information showing income statements and pro forma opening balance sheet that demonstrate 2

As described more fully in the Application, the Purchase Agreement contemplates that the parties will effect the Transaction through one of two structures: (1) in one structure, which is illustrated in Exhibit C-3, Buyer would acquire, indirectly through a series of wholly owned subsidiaries, all equity interests of WEC Holdings; and (2) in a second structure, Buyer would acquire the limited partner interests in Sub-Aggregator (and an affiliate of the Buyer, Watt GP, would be expected to acquire the general partner interests in Sub-Aggregator). More detailed information about these transaction structures is provided in the Application and Exhibit C-3. Westinghouse will notify the NRC when the parties have determined which of the two transaction structures will be used. Both transaction structures would involve the same ultimate ownership and control of Westinghouse, as described in the Application.

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that Westinghouse is, and will be, financially qualified to continue its licensed activities.

Westinghouse will also continue to comply with applicable NRC requirements for financial assurance for decommissioning.

The Transaction is not presently anticipated to affect the organizational or operational structure described in the licenses, approvals, and certificates. There are currently no anticipated changes in operating organizations, locations, facilities, equipment, or procedures associated with the licensed activities. Further, there are currently no anticipated changes in the use, possession, locations, or storage of licensed materials because of the Transaction. Licensed activities of Westinghouse will continue in their current form without interruption resulting from the Transaction. Westinghouse will inform NRC if changes become anticipated as part of the Transaction.

In addition to the Consent requested in the Application, the closing of the Transaction is conditioned, among other things, on the filing of certain applications and notices with, and receipt of relevant approvals, licenses or consents from, applicable governmental authorities (collectively, Regulatory Approvals). The parties to the Transaction currently anticipate that the Regulatory Approvals will have been received, and the Transaction will close, in the second half of 2023.

Therefore, Westinghouse requests that the NRC provide the Consent no later than May 15, 2023.

The Consent should remain effective for one year. Westinghouse will keep the NRC informed of the progress in obtaining Regulatory Approvals and the expected timing of the closing of the Transaction.

Westinghouse also would appreciate the NRC adding the individuals on the attached list to the service list for correspondence related to the Application.

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Should there be any questions regarding the Application, or the licenses, approvals, or ce1tificates listed in Appendix B that are the subject of the Application, or any questions regarding the Buyer, Brookfield, Brookfield Renewables, Cameco, or any of their affiliated companies, please contact the appropriate contact individual(s) listed in the Application.

Ve1y trnly yours, Michael T. Sweeney Executive Vice President and Chief Legal Officer Enclosures cc:

Administrator, USNRC Region II Director, Office of Nuclear Materials Safety and Safeguards Director, Office of International Programs Director, Office of New Reactors Executive Director for Operations D81/ 131663394 5

ADDITIONS TO SERVICE LIST Ray P. Kuyler, Esq.

Deputy General Counsel Westinghouse Electric Company 1000 Westinghouse Dr.

Cranberry Twp, PA 16066 Telephone: (412) 374-5762 Email: kuylerr@westinghouse.com Timothy P. Matthews Grant W. Eskelsen Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, D.C. 20004 Telephone: (202) 739-3000 E-Mail: timothy.matthews@morganlewis.com E-Mail: grant.eskelsen@morganlewis.com R. Liam Mooney Vice-President, Safety, Health, Environment & Quality and Regulatory Relations Cameco Corporation 2121 - 11th Street West Saskatoon, SK S7M 1J3 Telephone: (306) 956-6685 Email: liam_mooney@cameco.com Elina Teplinsky Anne R. Leidich Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth St NW Washington, DC 20036 Telephone: (202) 663-8707 Email: elina.teplinsky@pillsburylaw.com Email: anne.leidich@pillsburylaw.com 6

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Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 APPLICATION FOR CONSENT TO INDIRECT CHANGE OF CONTROL WITH RESPECT TO A MATERIALS LICENSE AND EXPORT LICENSES AND NOTIFICATION REGARDING OTHER APPROVALS AND REQUEST FOR THRESHOLD DETERMINATION

1.0 INTRODUCTION

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and the implementing regulations in 10 CFR §§ 70.36, 110.50 and 110.51, and implementing guidance in NUREG-1556, Vol. 15, Rev. 11 and RIS 2008-19,2 Westinghouse Electric Company LLC, a Delaware limited liability company (Westinghouse), acting on behalf of itself and the holders of its equity interests, requests the U.S. Nuclear Regulatory Commission (NRC or the Commission) to grant its consent (Consent) to the indirect transfer of control of Westinghouse within the meaning of 10 CFR § 70.36 and implementing guidance.

The Application and Consent are necessitated by the proposed indirect acquisition (the Transaction) of 100% of Westinghouse by Watt New Aggregator L.P. (Buyer), an exempted limited partnership formed under the laws of the Cayman Islands that is ultimately controlled, directly or indirectly through its affiliates, by Brookfield Corporation (Brookfield), a corporation formed under the laws of Ontario.3 Upon the closing of the Transaction, Brookfield will indirectly hold a controlling 51% interest in Watt GP Ltd. (Watt GP), a Bermuda exempted company limited by shares, which controls Buyer as its general partner. Brookfield will also indirectly hold 1

NUREG-1556, Volume 15, Rev. 1, Consolidated Guidance About Materials Licenses - Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses (June 2016).

2 RIS 2008-19, U.S. Nuclear Regulatory Commission Regulatory Issue Summary 2008-19: Lessons-Learned from Recent 10 CFR Part 70 License-Transfer Application Reviews (Aug. 2008).

3 Unrelated to the Transaction, Brookfield Asset Management, Inc. changed its name to Brookfield Corporation. This Application, including the Exhibits, uses the updated name.

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a 51% limited partnership interest in Buyer through a diverse set of limited partners, all of which are passive investors, including Brookfield Renewable Partners L.P. (BEP, and together with its institutional partners referred to in this Application as Brookfield Renewables). The remaining 49% interest in Watt GP and Buyer will be held, directly or indirectly, by Cameco Corporation (Cameco).

Westinghouse holds a materials license issued by the NRC under 10 CFR Part 70 and export licenses issued under 10 CFR Part 110. The licenses applicable to this Application are listed in Exhibit B. Westinghouse, by this Application, requests that, under applicable law and NRC regulations, the NRC grant its consent to the Transaction.

Westinghouse is also the holder of five Certificates of Compliance (CoCs) for transportation packages, CoC numbers 9239, 9274, 9292, 9297, and 9380, and an NRC-approved Quality Assurance Program (QAP). It is also the applicant for the AP1000 Design Certification (DC) contained in Appendix D of 10 CFR Part 52. Transactions involving CoCs, QAP approvals, and DCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations.

Westinghouse hereby notifies NRC of the indirect transfer of control of Westinghouse, within the meaning of 10 CFR § 70.36 and implementing guidance, the entity that has been issued the CoCs and QAP approval, and the DC. The Transaction will not result in any reduction in safety or change any commitments made under these approvals.

Exhibits C-1, C-2, and C-3 to this Application contain simplified corporate organizational diagrams for Westinghouse, as described more fully below. These organization charts are simplified in that they show only the entities with control over Westinghouse; no entities with 2

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passive ownership rights are shown unless otherwise specified. Exhibits C-1, C-2, and C-3 are proprietary and are therefore provided in a separate enclosure to this submittal. Exhibits C-1 and C-2 are considered Brookfield proprietary information, and Exhibit C-3 is considered Brookfield and Cameco proprietary information. Affidavits requesting the withholding of Exhibits C-1, C-2, and C-3 are enclosed in Exhibit A.

1.1 Current Ownership Currently, Westinghouse is ultimately controlled by Brookfield. A simplified diagram of the current U.S. ownership organization for Westinghouse is provided in Exhibit C-1.

1.2 Consent for the Transaction As discussed above, the Application and Consent are necessitated by the proposed indirect acquisition of 100% of Westinghouse by Buyer, an exempted limited partnership formed under the laws of the Cayman Islands ultimately controlled by Brookfield. Pursuant to the equity purchase agreement governing the Transaction (the Purchase Agreement), and subject to the terms and conditions set forth therein, Buyer will indirectly acquire all equity interests in Brookfield WEC Holdings Inc. (WEC Holdings), a Delaware corporation. WEC Holdings is an indirect parent company of Westinghouse and a wholly owned subsidiary of Brookfield WEC Holdings Sub-Aggregator LP (Sub-Aggregator), an exempted limited partnership formed and registered under the laws of the Cayman Islands, and is currently controlled by Brookfield Capital Partners (Bermuda) Ltd. (Brookfield Capital Partners), a Bermuda exempted company limited by shares. Brookfield Capital Partners is a direct wholly owned subsidiary of Brookfield.

After the closing of the Transaction, Westinghouse will continue to be indirectly majority owned and controlled by Brookfield as the entity with ultimate control of Brookfield Renewables (and 3

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thus Buyer). Brookfield Renewables (through one or more affiliated entities, including BGTF Bermuda GP Limited (BGTF), an exempted company organized under the laws of Bermuda) will hold a 51% interest in the Buyer and Watt GP. Cameco (both directly and through an affiliated entity) will hold the remaining 49% interest in the Buyer and Watt GP. After the closing of the Transaction, Brookfield Renewables (through BGTF) and Cameco will exercise their respective shareholder rights through Watt GP. Brookfield Renewables and Cameco each will appoint three members of the board of directors of Watt GP and certain other affiliate boards that will control Westinghouse after the closing of the Transaction, with Brookfield Renewables appointees controlling 51% of the votes and Camecos appointees controlling 49% of the votes. Certain Reserved Matters and Fundamental Reserved Matters described further in Section 3.1.1 below require the vote of at least one director appointed by Brookfield Renewables and at least one director appointed by Cameco.

After closing of the Transaction, Westinghouse will remain the holder of or applicant for the licenses, approvals, and certificates listed in Appendix B. After the closing of the Transaction, Westinghouse will remain technically qualified as the licensee and will continue to fulfill all responsibilities as the licensee. Current Westinghouse employees responsible for licensed materials and activities will continue to be responsible for such materials and activities after the closing of the Transaction. Westinghouse currently is, and after the closing of the Transaction will continue to be, financially qualified to engage in licensed activities, as described more fully below.

Westinghouse will also continue to comply with financial assurance requirements for decommissioning.

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The Transaction will not affect the organizational or operational structure described in the licenses and approvals. There are currently no changes anticipated in operating organizations, locations, facilities, equipment, or procedures associated with the licensed activities. Further, there are currently no changes anticipated in the use, possession, locations, or storage of licensed materials because of the closing of the Transaction. Licensed activities will continue in their current form without interruption of any kind resulting from the Transaction. Westinghouse will inform the NRC if changes become anticipated as part of this Transaction.

Consistent with NUREG-1556, Volume 15, Revision 1 and RIS 2008-19, Westinghouse provides information in the remainder of this Application regarding the Transaction to allow NRC to review the proposed indirect transfer of control within the meaning of 10 CFR § 70.36 and implementing guidance.

1.3 Request for Threshold Determination or Consent - Interim Transaction Prior to the closing of the Transaction, for business purposes and tax efficiency, Brookfield currently plans to replace, the general partner of Sub-Aggregator, Brookfield Capital Partners, with a new general partner, which will be a newly-formed Canadian corporation (the New GP) that will also be a direct wholly owned subsidiary of Brookfield (the Interim Transaction). Currently, besides Westinghouse, Brookfield Capital Partners controls various other Brookfield investments, whereas, after the Interim Transaction, the New GP, depicted on Exhibit C-2 as Brookfield Controlled CanCo (NewCo) (Ontario), will control only the Westinghouse businesses, through its general partner interest in Sub-Aggregator. As explained further below, because of restrictions included in its corporate organizational documents, the New GP will not be authorized to exercise control over the licensed activities of Westinghouse. The New GP will exercise control over 5

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Sub-Aggregator, the owner of WEC Holdings and therefore the indirect owner of Westinghouse, only to the extent necessary to comply with the minimum requirements of applicable corporate laws and only until the closing of the Transaction, at which time the New GP will cease to have any interests, direct or indirect, in Westinghouse. Thus, the Interim Transaction will not result in a change of control of Westinghouse.

To ensure that the New GP is not able to exercise control over the NRC-licensed activities of Westinghouse, the Articles of Incorporation for the New GP will provide that:

During such time as the Corporation owns any direct or indirect equity, general partner or similar controlling interest in Westinghouse Electric Company LLC (WEC), except as required by applicable law or as directed in writing by Brookfield WEC Holdings, Inc.

(Brookfield WEC), the Corporation shall be prohibited from:

(1) granting any pledge, hypothecation, security interest, encumbrance or lien of any kind on the equity interests of WEC or Brookfield WEC; (2) transferring or otherwise disposing of, granting any options, warrants, calls or other rights of any kind to acquire, the equity interests of WEC or Brookfield WEC; (3) exercising any management, voting, nomination, appointment or similar rights (including to pass a resolution) attached to the equity, general partner or similar controlling interest of WEC or Brookfield WEC, except to: (A) appoint as a board member or manager of WEC or Brookfield WEC a person nominated in writing by Brookfield WEC, but only if and to the extent that, absent such appointment, such entity would have no board members (or managers if the entity is manager-managed) at the time of such appointment; (B) appoint as a director of WEC or Brookfield WEC, a person approved by the board or manager of such entity; (C) remove any board member or manager who, in the opinion of the Corporation (acting reasonably), has engaged in a material breach of his or her fiduciary (or similar board members or managers) duties to WEC or Brookfield WEC; (D) pass or vote on any resolution of WEC or Brookfield WEC, to the extent such resolution has been approved unanimously by the board or manager of such subsidiary; (E) pass or vote on any annual or similarly recurring resolution of WEC or Brookfield WEC, required by applicable law to be passed in connection with the ongoing solvency or standing of such entity, it being understood that nothing in these Articles shall prevent Brookfield WEC, Brookfield WEC Holdings Sub-Aggregator LP, or TSB Nuclear Energy Services Inc. from appointing a director to fill a vacancy on the board of, or manager to fill a vacancy of a manager of, WEC or Brookfield WEC independently of the Corporation; 6

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(4) entering into any legally binding commitment with respect to any of the foregoing; or (5) in each case to the extent of any power the Corporation may have, causing any entity in which the Corporation has a direct or indirect equity, general partner or similar controlling interest to do any of the foregoing.

The form of the revised Articles of Incorporation for the New GP are provided in Exhibit E.

Exhibit E contains proprietary information of Brookfield, and an Affidavit requesting the withholding of Exhibit E from public disclosure is enclosed in Exhibit A.

The restrictions in the Articles of Incorporation cited above prevent the New GP from controlling WEC Holdings or any NRC-licensed activities at Westinghouse. These restrictions are substantially similar to the restrictions included in the Stock Purchase Agreement under which Brookfield purchased the equity interests in an indirect owner of Westinghouse from Toshiba Corporation in 2018.4 The NRC issued a threshold determination on March 22, 2018, agreeing that the inclusion of the specified restrictions in the stock purchase agreement meant that the proposed transaction did not involve a transfer, direct or indirect, of the licenses issued by the NRC to Westinghouse.5 The restrictions in the New GP are materially similar to the restrictions in the 2018 share purchase agreement in that they limit the authority of the indirect parent of Westinghouse to the minimum activities necessary to comply with its governing law while also 4

Letter from M. Sweeney, Westinghouse, to NRC, Request for Threshold Determination (Feb. 5, 2018)

(ML18036A982).

5 Evaluation of and Threshold Determination on the Share Purchase Agreement Between Toshiba Corporation and Brookfield WEC Holdings LLC (Mar. 22, 2018) (ML18073A224).

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prohibiting the indirect parent from controlling NRC-licensed activities. For these reasons, the New GP will not have authority to decide when and how [the] license[s] will be used.6 For all of these reasons, the Interim Transaction does not involve a transfer of control over any NRC-licensed activity because the entities and individuals, including the senior management at Westinghouse and the individuals responsible for NRC-licensed activities, will not change.

Brookfield seeks to effect the Interim Transaction as soon as possible. Brookfield accordingly requests that the NRC issue, by March 1, 2023, a threshold determination for the Interim Transaction confirming no separate consent for the Interim Transaction is required because it involves merely the substitution of one Brookfield-controlled general partner for another, with no interim changes to control over Westinghouse or any changes to the ultimate control of Westinghouse.

However, to the extent that the NRC concludes prior consent is required for the Interim Transaction, Brookfield requests that the NRC provide its consent for this Interim Transaction as soon as possible but prior to April 15, 2023. The Interim Transaction does not involve a transfer of control of any NRC-licensed activity because the entities and individuals, including individuals responsible for licensed activities and senior management at Westinghouse who exercise direction and control over Westinghouse today will continue to do so following the closing of the Interim Transaction. In addition, the New GP will not exercise management influence or control for the reasons discussed above and because of the restrictions in its Articles 6

NUREG-1556 at 5-2 see also U.S. Nuclear Regulatory Comm'n, Regulatory Issue Summary 2008-19, Lessons-Learned from Recent 10 CFR Part 70 License-Transfer Application Reviews at 6 (Aug. 28, 2008)

(ML081760011).

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of Incorporation. Finally, there will be no physical changes made to any facility, and no adverse changes in day-to-day operations, as a result of the Interim Transaction (as control will not change). There will likewise be no movement of assets out of Westinghouse and there will be no adverse impact to the public health and safety, nor will the transfer be inimical to the common defense and security. Further, the Interim Transaction will have no effect on Westinghouses financial qualifications or decommissioning records or funding.

1.4 Timing In addition to the Consent requested in this Application, the closing of the Transaction is conditioned, among other things, on the filing of certain applications and notices with, and receipt of the relevant approvals, licenses, or consents from applicable governmental authorities, including the Committee on Foreign Investment in the United States as well as consents for the Transaction for the radioactive material licenses issued by the states of New Hampshire, Pennsylvania, South Carolina, Utah, Vermont, and Washington pursuant to Section 274 of the AEA (collectively, Regulatory Approvals). The parties to the Transaction currently anticipate that the Regulatory Approvals will have been received, and the Transaction will close, in the second half of 2023.

Therefore, Westinghouse requests that the NRC issue the Consent to the Transaction no later than May 15, 2023. The Consent should remain effective for one year. Westinghouse will keep the NRC informed of the progress in obtaining the Regulatory Approvals and the expected timing of the closing of the Transaction.

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2.0 THE PARTIES 2.1 Brookfield Corporation Brookfield, the ultimate parent company of Westinghouse, acquired Westinghouse in 2018.

Brookfield currently controls, indirectly through its subsidiaries, Westinghouse. Brookfield is a leading global alternative asset manager with a history spanning over 100 years and over $750 billion of assets under management across a broad portfolio of real estate, infrastructure, renewable power and transition, private equity, and credit. Headquartered in Toronto, Canada, and traded on the New York Stock Exchange (NYSE: BAM) and Toronto Stock Exchange (TSX: BAM.A),

Brookfield employs more than 1,000 investment professionals and has a market capitalization of over $66 billion. Through its portfolio companies, Brookfield supports employment for over 180,000 individuals globally. Brookfield is focused on long-term investments to deliver stable returns to its investors, which include public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors. Brookfield has a strong presence in the United States and also has substantial experience in the power industry, with 7,900 MW of installed capacity, 135 renewable hydro plants, and 20,000 km of electricity transmission lines in the U.S. alone. Worldwide Brookfield has $68 billion in total power assets and 25,000 MW of capacity, including partial ownership of Comanche Peak Nuclear Power Plant through Vistra Energy.

Upon the closing of the Transaction, Brookfield will continue to have indirect majority control of Westinghouses licensed activities, and control of Westinghouse, through its control of Brookfield Renewables. Cameco will have certain investor rights in Buyer detailed below.

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2.2 Buyer and Watt GP Buyer is controlled by Watt GP, which exclusively manages, controls, and conducts the business of Buyer as its general partner, subject to limited exceptions. BGTF, an affiliate of Brookfield Renewables, holds a 51% interest in Watt GP, with the remaining 49% interest held directly or indirectly by Cameco. Buyer has three limited partners: (1) Watt Aggregator L.P., an affiliate of Brookfield Renewables that holds a 51% interest in the limited partnership, (2) Cameco, which holds a 12.25% interest in the limited partnership and the general partner (Watt GP), and (3) Cameco U.S. Holdings, Inc., which holds a 36.75% interest in the limited partnership and the general partner.

2.2.1 BEP and Brookfield Renewables BEP is a publicly traded Bermuda limited partnership with a business address at 181 Bay Street, Toronto, Ontario M5J 2T3. BEP is a publicly traded partnership listed on the New York Stock Exchange (NYSE: BEP) and Toronto Stock Exchange (TSX: BEP.UN). BEP is a globally diversified, multi-technology, owner and operator of renewable power and climate transition assets. BEPs portfolio consists of hydroelectric, wind, utility-scale solar, distributed generation, storage and other facilities around the world. BEPs 2021 revenue was $4.6 billion; as of June 30, 2022, the firm had 3,200 employees. BEP is ultimately controlled by Brookfield. BEP, and therefore Brookfield, will exercise its rights in Watt GP and Buyer through BGTF, an exempted company organized under the laws of Bermuda.

2.2.2 Cameco Cameco is a Canadian corporation with a business address at: 2121 11th Street West, Saskatoon, Saskatchewan S7M 1J3. Camecos shares are co-listed on the New York Stock Exchange (NYSE:

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CCJ) and the Toronto Stock Exchange (TSX: CCO). Cameco is one of the largest global providers of uranium fuel. Its competitive position is based on owning the worlds largest high-grade uranium reserves and low-cost operations and it provides nuclear fuel products throughout the world to generate safe, reliable, carbon-free nuclear power. Cameco has been safely and reliably producing uranium and nuclear fuel products to generate electricity at the world's nuclear reactors for over three decades. Cameco operates or has ownership in six uranium mines and mills in Canada, the United States and Kazakhstan, and Camecos tier-one operations have the licensed capacity to produce more than 31.5 million pounds of uranium concentrates annually, backed by 464 million pounds of proven and probable mineral reserves (as of December 31, 2021). Cameco is also a leading supplier of uranium refining, conversion and fuel manufacturing services.

Through its United States subsidiaries, Cameco currently holds licenses from the NRC for in situ uranium mining in Nebraska and from the State of Wyoming (as an Agreement State) for in situ uranium mining in Wyoming.7 Camecos U.S. mines have produced millions of pounds of uranium throughout the years. Camecos 2021 revenue was $1.17 billion and, as of October 31, 2022, it had approximately 2,400 employees.

2.3 CONTACT INFORMATION NRC should contact the below individual to facilitate communications with respect to this Application or the licenses, approvals, certificates, or design certification:

Ray P. Kuyler, Esq.

Deputy General Counsel Westinghouse Electric Company LLC 1000 Westinghouse Dr.

Cranberry Twp, PA 16066 7

Cameco does business as Crow Butte Resources, Inc. in Nebraska and as Power Resources Inc. in Wyoming.

Both entities operate jointly under the business name Cameco Resources.

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Telephone: (412) 374-5762 Email: kuylerr@westinghouse.com For information regarding BEP, please contact:

Jennifer Mazin c/o Brookfield Renewable Partners Limited 73 Front Street, 5th Floor Hamilton, HM 12 Bermuda Email: Jennifer.Mazin@brookfield.com For information regarding Cameco, please contact:

R. Liam Mooney Vice-President, Safety, Health, Environment & Quality and Regulatory Relations Cameco Corporation 2121 - 11th Street West Saskatoon, SK S7M 1J3 Telephone: (306) 956-6685 Email: liam_mooney@cameco.com Information regarding Buyer, please contact:

Jennifer Mazin Sean Quinn c/o Watt GP Ltd.

73 Front Street, 5th Floor Hamilton, HM 12 Bermuda Email: Jennifer.Mazin@brookfield.com Email: Sean_Quinn@cameco.com 3.0 INFORMATION NEEDED BY NRC FOR CONSENT TO INDIRECT CHANGE OF CONTROL

3.1 DESCRIPTION

OF ANY PLANNED CHANGES IN THE ORGANIZATION Describe any planned changes in the organization, including, but not limited to, transfer of stocks or assets and mergers, change in members on Board of Directors, etc. Provide the new licensee name, mailing address, and contact information, including phone numbers. Clearly identify when the amendment requested is due to a name change only.

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3.1.1 Description of Transaction Pursuant to the Purchase Agreement, dated October 11, 2022, and subject to the terms and conditions set forth therein, Buyer will indirectly acquire all equity interests in WEC Holdings, and thereby indirectly acquire Westinghouse. As discussed above, Brookfield Renewables (through one or more affiliated entities) will hold a 51% interest in Buyer and Cameco (directly and through an affiliated entity) will hold the remaining 49% interest in Buyer.8 As a result of the Transaction, there are currently no anticipated changes to either the name of Westinghouse or any contact information for Westinghouses licensed activities. Westinghouse will inform the NRC if changes become anticipated as part of the Transaction.

As discussed above, Watt GP will exclusively manage, control, and conduct the business of Buyer, as its general partner, subject to limited exceptions. Buyer, in turn, indirectly will manage, control, and conduct the business of Westinghouse. The board of directors of Watt GP (the GP Board) will consist of six directors. Under the shareholders agreement of Watt GP (the Shareholders Agreement) executed in connection with the Purchase Agreement, provided as Exhibit H, Cameco and Brookfield Renewables will each have the right to designate three individuals to serve on the GP Board. Certain matters referred to as Reserved Matters and Fundamental Reserved 8

The Purchase Agreement contemplates that the parties will effect the Transaction through one of two structures:

(1) in one structure, which is illustrated in Exhibit C-3, Buyer would acquire, indirectly through a series of wholly owned subsidiaries, all equity interests of WEC Holdings; and (2) in a second structure, Buyer would acquire the limited partner interests in Sub-Aggregator (and an affiliate of the Buyer, Watt GP, would be expected to acquire the general partner interests in Sub-Aggregator). In the second structure described in the preceding sentence, the entities shaded in blue in Exhibit C-3 would not be included in the final organizational structure after the closing of the Transaction, and Sub-Aggregator would remain as the direct owner of WEC Holdings, with its limited partner interest held by Buyer and its general partner interest expected to be held by Watt GP. Westinghouse will notify the NRC when the parties have determined which of the two transaction structures will be used. Both transaction structures would involve the same ultimate ownership and control of Westinghouse, as described in the Application.

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Matters in the Shareholders Agreement require the vote of at least one director appointed by Cameco and at least one director appointed by Brookfield Renewables. The Shareholders Agreement also entitles each of Cameco and Brookfield Renewables to appoint two board observers (the Board Observers) to observe meetings of the GP Board. The Board Observers will be permitted to attend all meetings of the GP Board and committees of the GP Board, but the active participation of Board Observers at such meetings will be at the discretion of the GP Board, and the Board Observers will not possess voting rights.

In the area of materials licensing, under the AEA, the NRC must make a finding that the indirect change of control, as referenced in the AEA and implementing regulations, of Westinghouses licenses would not be inimical to the common defense and security and would not constitute an unreasonable risk to the health and safety of the public. 42 U.S.C. §§ 2077(c) and 2155. In connection with the Transaction, indirect control of Westinghouse will be transferred to Buyer.

As discussed above, the entity entitled to exercise control over Buyer and the general partner Watt GP is Brookfield Renewables, which is also ultimately controlled by Brookfield, with Cameco able to exercise certain rights over Watt GP, and thereby Buyer, under the Shareholders Agreement. On November 2, 2022, the parties to the Purchase Agreement jointly submitted a draft Joint Voluntary Notice before the Committee on Foreign Investment in the United States (CFIUS). CFIUS will determine if there are issues of national security sufficient to warrant an investigation of the Transaction.

Neither Brookfield, Brookfield Renewables nor Cameco is owned or controlled by the Canadian government. Given the history of successful nuclear cooperation between the United States and 15 DB1/ 131663394

Canada, the NRCs Consent to the Transaction is consistent with the standards of the AEA and other United States national interests.

3.1.2 Changes to Management There are currently no anticipated changes to Westinghouses operations, headquarters, key personnel, or licensed activities because of Transaction.

3.1.3 Technical Qualifications Westinghouse currently is, and after the Transaction will continue to be, technically qualified to engage in licensed activities. As discussed below, there are currently no changes anticipated to personnel, facilities, equipment, or procedures for any licensed activities because of the Transaction. Westinghouse will inform the NRC if changes become anticipated as part of the Transaction.

3.2 CHANGES IN PERSONNEL OR DUTIES Describe any changes in personnel or duties that relate to the licensed program. Include training and experience for new personnel and any changes in the training program.

There are currently no changes anticipated in personnel or management having direct operational responsibility for, and control of, licensed activities because of the Transaction. There are currently no changes anticipated in personnel listed on the licenses or referred to in the supporting documentation because of the Transaction. Further, there are no changes anticipated in personnel responsible for radiation safety or use of licensed material in the licenses. For the NRCs information only, there are no changes anticipated in personnel responsible for the QAP approval and CoCs possessed by Westinghouse, nor are there any changes anticipated with respect to 16 DB1/ 131663394

personnel responsible for the DC. Westinghouse will inform the NRC if changes become anticipated as part of the Transaction.

3.3 CHANGES IN LOCATION, FACILITIES, OR EQUIPMENT Describe any changes in the location, facilities, equipment, radiation safety program, use, possession, waste management, or other procedures that relate to the licensed program.

There are currently no changes anticipated in the location of Westinghouses regulated activities, or operational organization, location, facilities, equipment, or procedures related to the licenses, approvals, or certificates held by Westinghouse because of the Transaction. There are currently no changes anticipated in the use, possession, location, or storage of the licensed material because of the Transaction. Westinghouse will inform the NRC if changes become anticipated as part of this Transaction.

3.4 CHANGES IN STATUS OF FACILITIES, EQUIPMENT, AND RADIATION SAFETY PROGRAM Describe the status of the licensees facilities, equipment, and radiation safety program, including any known contamination and whether decontamination will occur prior to transfer. Include the status of calibrations, leak tests, area surveys, wipe tests, training, quality control, and related records.

Westinghouse hereby notifies the NRC that the Transaction will have no anticipated effect on licensed facilities, equipment, and the radiation safety program. All licensed activities, including all leak tests, physical inventories, and ventilation measurements, will continue on an ongoing basis without interruption. All surveillance items and records will continue to be maintained in their existing state and per applicable requirements. All calibrations, leak tests, area surveys, and wipe tests are current under the applicable Westinghouse radiation safety programs. There are currently no changes anticipated to the training or quality control programs related to 17 DB1/ 131663394

Westinghouses licensed activities, and all related records will remain with Westinghouse.

Westinghouse will inform the NRC if changes become anticipated as part of the Transaction.

3.5 DECOMMISSIONING FUNDING

If current decommissioning funding plans (DFP) will be changed because of the transfer, the revised DFP should be submitted. If other financial assurance documents will be changed as the result of the transfer, confirm that all financial assurance instruments associated with the license will be held in the transferees name before the license is transferred, and as required by 10 CFR 30.35(f), the licensee must, within 30 days, submit financial instruments reflecting such changes.

The Transaction will not affect Westinghouses compliance with requirements for financial assurance for decommissioning. Westinghouse will remain responsible for the current status and future decommissioning and cleanup of all licensed facilities that are the subject of this request for Consent. Westinghouse will remain in compliance with 10 CFR § 70.25(f), because the decommissioning financial assurance requirements for its Part 70 license are currently satisfied through a combination of prepayment and surety bonds. Most recently, Westinghouse submitted an amended trust agreement and surety bond rider to cover the increased amount of financial assurance required after the NRCs approval of the 2022 triennial update to the decommissioning funding plan for the Columbia Fuel Fabrication Facility (CFFF). Westinghouse will continue to provide decommissioning financial assurance in this manner. Any future changes to the method of providing decommissioning financial assurance after closing would be done in accordance with NRC requirements.

3.6 DECOMMISSIONING FUNDING

RECORDS Confirm that all records concerning the safe and effective decommissioning of the facility will be transferred to the transferee or to the NRC, as appropriate.

These records include documentation of surveys of ambient radiation levels and fixed and or removable contamination, including methods and sensitivity.

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The Transaction is currently anticipated to have no effect on any decommissioning records. The Transaction is currently not anticipated to involve the physical relocation of any records, and all records concerning the safe and effective decommissioning of Westinghouses facilities will remain with Westinghouse. On the date of closing of the Transaction, the status of the licensed facilities, including but not limited to the status of decontamination and decommissioning activities, will be identical to their status prior to the closing date. Westinghouse will inform the NRC if changes become anticipated as part of the Transaction.

3.7 TRANSFEROR AND TRANSFEREE AGREE TO TRANSFERRING CONTROL Confirm that both the transferor and transferee agree to transferring control of the licensed material and activity, and the conditions of transfer, and that the transferee has been made aware of any open inspection items and its responsibility for possible resulting enforcement actions.

The enclosed Exhibit F is a form of letter from BGTF to the NRC (the BGTF Bermuda GP Limited Commitment Letter) confirming that it agrees to the transfer of control, within the meaning of 10 CFR § 70.36 and implementing guidance. The enclosed Exhibit G is a form of letter from Cameco to the NRC (the Cameco Commitment Letter) confirming that it agrees to the transfer of control, within the meaning of 10 CFR § 70.36 and implementing guidance.9 Both Brookfield Renewables and Cameco have been made aware of all material, if any, current specific NRC inspection findings and have access to all NRC inspection findings. Under the terms of the Transaction, Westinghouse will remain responsible for any possible resulting enforcement actions.

3.8 TRANSFEREES COMMITMENT TO ABIDE BY ALL CONSTRAINTS, CONDITIONS, REQUIREMENTS, AND COMMITMENTS Confirm that the transferee will abide by all constraints, conditions, requirements, representations, and commitments of the transferor or that the 9

No letter from Brookfield is necessary as Brookfield currently ultimately controls Westinghouse.

19 DB1/ 131663394

transferee will submit a complete description of the proposed licensed program.

The Transaction does not create a new licensee and does not change any of Westinghouses existing commitments under the licenses. Westinghouse, as the holder of the licenses, will continue to abide by all commitments contained in such licenses. In addition, upon closing the Transaction, Brookfield Renewables and Cameco hereby acknowledge and confirm that Westinghouse will continue to abide by all commitments made to the NRC prior to closing of the Transaction.

3.9 FINANCIAL QUALIFICATIONS The transferee, in the case of fuel cycle facilities, shall provide documentation showing that it is financially qualified to conduct normal operations. The information can be in the form of income statements and balance sheet forecasts.

Westinghouse is currently, and, after the closing of the Transaction will continue to be, financially qualified to carry out licensed activities. Exhibit D includes a pro forma opening balance sheet for the Westinghouse global business upon closing of the Transaction, and income statements on a CFFF basis for the next five calendar years. These financial statements demonstrate Westinghouse has sufficient revenue from activities that will be transferred at the closing to ensure long-term sustainability of CFFF. Exhibit D is proprietary and is therefore provided in a separate enclosure to this submittal. Exhibit D is considered Westinghouse Proprietary Class 2 Information, and an affidavit requesting withholding of Exhibit D is enclosed as Exhibit A. A redacted version of Exhibit D, suitable for public disclosure, is included with this Application.

The financial documentation shows that Westinghouses business activities at CFFF are net cash positive. As shown in Exhibit D, showing projected income from FY 2022 to FY 2027, CFFF generates ample operating revenue, and is projected to generate an operating profit through 2027.

20 DB1/ 131663394

As discussed above, Westinghouse is providing an organizational chart showing the ownership of Westinghouse prior to the Transaction in Exhibit C-1, after the Interim Transaction in Exhibit C-2, and after the closing of the Transaction in Exhibit C-3.

4.0 CONCLUSION

For the reasons stated above, Westinghouse requests that the NRC provide its consent to the indirect transfer of control, within the meaning of 10 CFR § 70.36 and implementing guidance, of Westinghouse to Buyer, and its indirect owners Brookfield Renewables and Cameco, as it relates to the materials license and export licenses listed in Exhibit B, with such consent to be effective as of the closing of the Transaction, as referenced above. As outlined in the BGTF Bermuda GP Limited Commitment Letter set forth in Exhibit F and the Cameco Commitment Letter set forth in Exhibit G, both Brookfield Renewables and Cameco concur with this request.

21 DB1/ 131663394

AFFIRMATION I, Michael T. Sweeney, do hereby declare under penalty of pe1jmy under the laws of the United States of America that the following is trne an d co1Tect: (1) I am the Executive Vice President and Chief Legal Officer of Westinghouse Electric Company LLC, (2) I am duly authorized to execute and file this ce1tification on behalf of Westinghouse Electric Company LLC, an d (3) the statements set fo1th in the attached Application for Consent to Indirect Chan ge of Control regarding Westinghouse are tiue an d co1Tect to the best of my info1mation, knowledge an d belief.

WESTINGHOUSE ELECTRIC COMPANYLLC By: ~ ~UA Micha e l ~

Date: December 19, 2022 D81/ 131663394

AFFIRMATION I, Jane Sheere, do hereby declare under penalty of pe1jmy under the laws of the United States of America that the following is trne and conect: (I) I am the Secretaiy of BGTF Be1muda GP Limited, (2) I am duly authorized to execute and file this certification on behalf of BGTF Be1muda GP Limited, and (3) the statements set forth in the attached Application for Consent to Indirect Change of Control are trne and conect to the best of my info1mation, knowledge and belief.

BGTF BERMUDA GP LIMITED By: ~~

fane Sheere Date : 19 December 2022 D81/ 131663394

AFFIRMATION I, R. Liam Mooney, do hereby declare under penalty of perjury under the laws of the United States of America that the following is true and correct: (1) I am the Vice-President, Safety, Health, Environment & Quality and Regulatory Relations of Cameco Corporation, (2) I am duly authorized to execute and file this certification on behalf of Cameco Corporation, and (3) the statements set forth in the attached Application for Consent to Indirect Change of Control regarding Cameco Corporation are true and correct to the best of my information, knowledge and belief.

Date: December 16, 2022

APPLICATION FOR CONSENT TO INDIRECT CHANGE OF CONTROL WITH RESPECT TO A MATERIALS LICENSE, EXPORT LICENSES, AND NOTIFICATION REGARDING OTHER APPROVALS AND REQUEST FOR THRESHOLD DETERMINATION INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION A Applications and Affidavits for Withholding of Proprietary Information B U.S. Nuclear Regulatory Commission Materials License, Export Licenses, and Other Approvals Related to Westinghouse Electric Company LLC C- 1, 2, and 3 Westinghouse Organization Chart Before and After the Transaction D Financial Statements E Form of New GP Articles of Incorporation F Letter from BGTF Bermuda GP Ltd. Confirming that Westinghouse Will Abide by Commitments G Letter from Cameco Corporation Confirming that Westinghouse Will Abide by Commitments H Shareholders Agreement DB1/ 131663394

EXHIBIT A APPLICATION FOR WITHHOLDING AND AFFIDAVIT OF RAY KUYLER I, Ray Kuyler, Deputy General Counsel, state that:

1. In accordance with 10 CFR 2.390(b)(1)(iii), I have been specifically delegated the authority to execute this application for withholding and affidavit on behalf of Westinghouse Electric Company LLC (Westinghouse).

2. Westinghouse is providing information in support of its Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination. The Proprietary Version of Exhibit D provided in this submittal contains financial pro forma statements related to anticipated revenues from sales of equipment and services by Westinghouse and confidential information regarding anticipated assets, liabilities, and capital structure at the time of the transfer.

These documents constitute proprietary commercial and financial information that should be held in confidence by the U.S. Nuclear Regulatory Commission (the NRC) pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 9.17(a)(4) because:

a. This information is and has been held in confidence by Westinghouse.

b. The information is of a type that is held in confidence by Westinghouse, and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning Westinghouses anticipated revenues and operating expenses.

c. This information is being submitted to the NRC in confidence.

d. This information has been marked in accordance with 10 CFR 2.390(b)(1).

e. This information is not available in public sources and could not be readily gathered from other publicly available information.

f. Public disclosure of this information would create substantial harm to the competitive position of Westinghouse by disclosing its internal financial pro forma statements and the commercial terms of a unique transaction to other parties whose commercial interests may be adverse to those of Westinghouse.

3. Accordingly, Westinghouse requests that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 10.917(a)(4).

4. The averments of fact set forth in this affidavit are true and correct to the best of my knowledge, information, and belief.

A-1 DB1/ 131663394

5. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Westin

• 0B1/ 131663394 A -2

APPLICATION FOR WITHHOLDING AND AFFIDAVIT OF JANE SHEERE UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Application for Consent to )

Indirect Change of Control of )

Westinghouse Electric Company LLC )

AFFIDAVIT I, Jane Sheere, am the Secretary of BGTF Bermuda GP Limited (Brookfield); and that I am duly authorized to sign and file with the Nuclear Regulatory Commission (the NRC) this affidavit on behalf of Brookfield and state:

1. I have been specifically delegated the function of reviewing the proprietary information sought to be withheld from public disclosure in connection with Westinghouse Electric Company LLCs (Westinghouses) submittal to the NRC of Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination and am authorized to execute this affidavit on behalf of Brookfield.

2. Brookfield is providing this information in support of Westinghouses Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination. The proprietary information sought to be withheld in this submittal is that which is appropriately marked in: (1) Enclosure 1, Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Other Approvals (Proprietary); (2) Exhibit C-1, Westinghouse Organization Chart Before the Transaction; (3) Exhibit C-2, Westinghouse Organization Chart after the Interim Transaction; (4) Exhibit C-3, Westinghouse Organization Chart after the Transaction; (5) Exhibit E, Form of CanCo Articles of Incorporation; and (6) Exhibit H, Shareholders Agreement. These documents include proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR § 2.390(a)(4) because:

i. The information sought to be withheld from public disclosure is owned by Brookfield. Brookfield holds this information in confidence.

ii. The information is of a type customarily held in confidence by Brookfield and not customarily disclosed to the public. Brookfield has a rational basis for doing so A-3 DB1/ 131663394

because the infonnation contains sensitive legal and financial infonnation concerning organizational and financial aITangements.

111. The info1mation is being transmitted to the Commission in confidence and, under the provisions of IO CFR § 2.390, is to be received in confidence by the Commission.

1v. The information sought to be protected is not available in public sources and could not be gathered readily from other publicly available info1mation.

v. Public disclosure of this proprieta1y info1mation is likely to cause substantial hrum to Brookfield competitive position by disclosing non-public commercial and financial info1mation. The info1mation requested to be withheld reveals commercially valuable and sensitive info1mation and its disclosure could adversely affect Brookfield because it would enhance the ability of third pruiies, including competitors, to gain knowledge of our commercial strategies.

3. Accordingly, Brookfield requests that the designated document be withheld from public disclosure pursuant to 10 CFR § 2.390(a)(4).

4. I declare under penalty of pe1jury under the laws of the United States of America that the foregoing is trne and con ect.

BGTF BERMUDA GP LIMITED

~~

By:

Nrune:

Title:

Secreta1y Company: BGTF Be1muda GP Limited Dated: 19 December 2022 D81/ 131663394 A-4

APPLICATION FOR WITHHOLDING AND AFFIDAVIT OF R. LIAM MOONEY UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Application for Consent to )

Indirect Change of Control of )

Westinghouse Electric Company LLC )

AFFIDAVIT I, R. Liam Mooney, am the Vice-President, Safety, Health, Environment & Quality and Regulatory Relations of Cameco Corporation (Cameco); and that I am duly authorized to sign and file with the Nuclear Regulatory Commission (the NRC) this affidavit on behalf of Cameco and state:

1. I have been specifically delegated the function of reviewing the proprietary information sought to be withheld from public disclosure in connection with Westinghouse Electric Company LLCs (Westinghouses) submittal to the NRC of Application for Consent to Indirect Change of Control and Request for Threshold Determination and am authorized to execute this affidavit on behalf of Cameco.

2. Cameco is providing this information in support of Westinghouses Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination. The proprietary information sought to be withheld in this submittal is Exhibit C-3, Westinghouse Organization Chart after the Transaction and Exhibit H, Shareholders Agreement. This document includes proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR § 2.390(a)(4) because:

i. The information sought to be withheld from public disclosure is owned by Cameco. Cameco holds this information in confidence.

ii. The information is of a type customarily held in confidence by Cameco and not customarily disclosed to the public. Cameco has a rational basis for doing so because the information contains sensitive legal and financial information concerning organizational and financial arrangements.

iii. The information is being transmitted to the Commission in confidence and, under the provisions of 10 CFR § 2.390, is to be received in confidence by the Commission.

A-5 DB1/ 131663394

111. The information is being transmitted to the Commission in confidence and, under the provisions of 10 CFR § 2.390, is to be received in confidence by the Commission.

iv. The information sought to be protected is not available in public sources and could not be gathered readily from other publicly available infonnation.

v. Public disclosure of this proprietary information is likely to cause substantial harm to Cameco competitive position by disclosing non-public commercial and financial information. The information requested to be withheld reveals commercially valuable and sensitive information and its disclosure could adversely affect Cameco because it would .enhance the ability of third parties, including competitors, to gain knowledge of our commercial strategies.

3. Accordingly, Cameco requests that the designated document be withheld from public disclosure pursuant to 10 CFR § 2.390(a)(4).

4. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

By:

Name: R. Liam Mooney

Title:

Vice-President, Safety, Health, Environment & Quality and Regulatory Relations Company: Cameco Corporation Date: December 16, 2022

EXHIBIT B U. S. NUCLEAR REGULATORY COMMISSION MATERIAL LICENSE, EXPORT LICENSES, AND OTHER APPROVALS RELATED TO WESTINGHOUSE ELECTRIC COMPANY LLC Material Licenses License Facility Type of Facility Name Comments:

Number: Address: License:

Westinghouse 5801 Bluff Road Active Fuel Commercial Fuel Hopkins, SC Special Nuclear SNM-1107 Fabrication Fabrication 29061 Material Facility Facility Export Licenses License Number License Number XCOM1014 XR169 XCOM1047 XR176 XCOM1072 XR178 XCOM1093 XSNM3006 XCOM1094 XSNM3163 XCOM1102 XSNM3264 XCOM1111 XSNM3461 XCOM1113 XSNM3702 XCOM1116 XSNM3769 XCOM1170 XSNM3802 XCOM1188 XSNM3803 XCOM1219 XSNM3804 XCOM1246 XSNM3820 XCOM1249 XSNM3825 XCOM1252 XSNM3829 XCOM1255 XSNM3830 XCOM1262 XCOM1298 B-1 4858-2788-9477.v2 DB1/ 131663394

EXHIBIT B (continued)

U. S. NUCLEAR REGULATORY COMMISSION MATERIAL LICENSE, AND EXPORT LICENSES OF WESTINGHOUSE ELECTRIC COMPANY LLC Quality Assurance Program Approvals Westinghouse Quality Assurance Program for Quality engineering, procurement, and Westinghouse Management construction activities affecting Electric Company System the quality and performance of LLC Topical safety-related structures, Report systems, and components Design Certification Westinghouse AP1000 Design certification for the Electric Company Design AP1000 Light-water Reactor LLC Certification Design Transportation Package Approvals (Certificates of Compliance)

Facility Name License Number: Package Identification Certificate of Westinghouse Electric Compliance Number MCC-3, MCC-4, and MCC-5 Company LLC 9239 Certificate of Westinghouse Electric Compliance Number ABB-2901 Container Company LLC 9274 Certificate of Westinghouse Electric Compliance Number PATRIOT Container Company LLC 9292 Certificate of Type AF-96 : Traveller STD, Westinghouse Electric Compliance Number Traveller XL, &

Company LLC 9297 Traveller VVER Certificate of Type B(U)F-96 :

Westinghouse Electric Compliance Number Traveller STD, Traveller XL, &

Company LLC 9380 Traveller VVER DB1/ 131663394 B-2

Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 EXHIBIT C-1 WESTINGHOUSE ORGANIZATION CHART BEFORE THE TRANSACTION C-1 DB1/ 131663394

Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 EXHIBIT C-2 WESTINGHOUSE ORGANIZATION CHART AFTER THE INTERIM TRANSACTION DB1/ 131663394 C-2

Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 EXHIBIT C-3 WESTINGHOUSE ORGANIZATION CHART AFTER THE TRANSACTION DB1/ 131663394 C-3

Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 EXHIBIT D FINANCIAL PRO FORMAS DB1/ 131663394

Pmpt"i.etitt;' Wi.ffthe}a frnm Mhe Di.se}esut'e Pttt'Sllftttt te 19 CPR 2.399 EXHIBIT D (Non-Proprietary Version)

FINANCIAL PROFORMAS D-1 DBl/ 131663394

Pmpt"i.etitt;' Wi.ffthe}a frnm Mhe Di.se}esut'e Pttt'Sllftttt te 19 CPR 2.399 EXHIBIT D (Non-Proprietru.y Version)

BALANCE SHEET D-2 D81/ 131663394

Proprietary Withhold from Public Disclosure Pursuant to 10 CFR 2.390 EXHIBIT E (Non-Proprietary Version)

FORM OF CANCO ARTICLES OF INCORPORATION DB1/ 131663394

EXHIBIT F LETTER FROM BGTF BERMUDA GP LIMITED CONFIRMING THAT WESTINGHOUSE WILL ABIDE BY COMMITMENTS Document Control Desk US Nuclear Regulatory Commission Washington, DC 20555

Subject:

Westinghouse Electric Company LLC - Application for Consent to Indirect Change of Control with Respect to Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination

Dear Sir or Madam:

This letter is in furtherance of and a part of the Application for Consent to Indirect Change of Control of Westinghouse Electric Company LLC (Westinghouse) (the Application) filed with the U.S. Nuclear Regulatory Commission (the NRC) and related to the materials license and export licenses referenced in the Application. The need for the requested NRC consent arises from a transaction that indirectly results in the transfer of control of Westinghouse, within the meaning of 10 CFR § 70.36, whereby indirect control of Westinghouse is transferred to Buyer, as that term is used in the Application.

In accordance with NUREG-1556, Volume 15, Rev. 1, dated June 2016, and to support Westinghouses request for NRC consent to the a transaction that indirectly results in the transfer of control within the meaning of 10 CFR § 70.36, of Westinghouse from the sellers to Buyer as it relates to the licenses held by Westinghouse, BGTF Bermuda GP Ltd. (Brookfield) hereby makes the following statements and representations:

1. I am the Secretary of Brookfield and am authorized to file this letter with the NRC on behalf of Brookfield.

2. Brookfield is ultimately controlled by Brookfield Corporation, which is the current owner and which has control of Westinghouse.

3. After the closing of the transaction discussed above, Brookfield will have a controlling interest in Westinghouse, which will remain the licensee and holder of the licenses set forth in the Application.

4. Brookfield does not currently plan to make changes to personnel or management having direct operational responsibility for, and control of, licensed activities.

There are currently no planned changes in personnel who are listed on the licenses or referred to in the supporting documentation because of the transaction. There are currently no planned changes in personnel responsible for radiation safety or use of licensed material in the licenses possessed by Westinghouse because of this transaction. To the extent that changes are made in the future, Brookfield will DB1/ 131663394

comply with NRC license requirements and submit a license amendment or notification as needed.

5. Brookfield does not currently plan to make changes to Westinghouses headquarters, or operational organization, location, facilities, equipment or procedures related to the licenses possessed by Westinghouse. There are currently no planned changes in the use, possession, location, or storage of the licensed material as a result of the transaction. To the extent that changes are made in the future, Brookfield will comply with NRC license requirements and submit a license amendment or notification as needed.

6. Brookfield understands that Westinghouse will continue to abide by all constraints, license conditions, requirements, representations, and commitments identified in and attributed to Westinghouse in its existing licenses, including, but not limited to the Confirmatory Order issued to Westinghouse on August 9, 2017.

7. Brookfield agrees that Westinghouse will maintain its responsibility for the provision of the decommissioning financial assurance required by the NRC with respect to the materials license set forth in the Application. Westinghouse will continue to provide decommissioning financial assurance in compliance with the NRCs requirements upon the closing of the transaction described in the Application.

8. Brookfield concurs with Westinghouses request that the NRC provide its consent to a transaction that indirectly results in the transfer of control, within the meaning of 10 CFR § 70.36, of Westinghouse from the sellers to Buyer as it relates to the materials license and export licenses listed in the Application, with such consent to be effective as of the closing date of the transaction.

Brookfield would be pleased to respond to any further questions that the NRC may have with regard to this letter.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Very truly yours, Jane Sheere, Secretary BGTF Bermuda GP Limited 2

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EXHIBIT G LETTER FROM CAMECO CORPORATION CONFIRMING THAT WESTINGHOUSE WILL ABIDE BY COMMITMENTS Document Control Desk US Nuclear Regulatory Commission Washington, DC 20555

Subject:

Westinghouse Electric Company LLC - Application for Consent to Indirect Change of Control with Respect to Materials License, Export Licenses, and Notification Regarding Other Approvals and Request for Threshold Determination

Dear Sir or Madam:

This letter is in furtherance of and a part of the Application for Consent to Indirect Change of Control of Westinghouse Electric Company LLC (Westinghouse) (the Application) filed with the U.S. Nuclear Regulatory Commission (NRC) and related to the materials license and export licenses referenced in the Application. The need for the requested NRC consent arises from a transaction that indirectly results in the transfer of control, within the meaning of 10 CFR § 70.36, of Westinghouse whereby control of Westinghouse is transferred to Buyer, as that term is used in the Application.

In accordance with NUREG-1556, Volume 15, Rev. 1, dated June 2016, and to support Westinghouses request for NRC consent to a transaction that indirectly results in the transfer of control, within the meaning of 10 CFR § 70.36, of Westinghouse from the sellers to Buyer as it relates to the licenses held by Westinghouse, Cameco hereby makes the following statements and representations:

1. I, R. Liam Mooney, am the Vice-President, Safety, Health, Environment & Quality and Regulatory Relations of Cameco and am authorized to file this letter with the NRC on behalf of Cameco.

2. After the closing of the transaction discussed above, Cameco will become the indirect minority owner of and have a non-controlling interest, subject to certain special ownership rights detailed in the Application, in Westinghouse, which will remain the licensee and holder of the licenses set forth in the Application.

3. Cameco does not currently plan to make changes to personnel or management having direct operational responsibility for, and control of, licensed activities.

There are currently no planned changes in personnel who are listed on the licenses or referred to in the supporting documentation because of the transaction. There are currently no planned changes in personnel responsible for radiation safety or use of licensed material in the licenses possessed by Westinghouse because of this transaction. To the extent that changes are made in the future, Cameco will comply with NRC license requirements and submit a license amendment or notification as needed.

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4. Cameco does not currently plan to make changes to Westinghouse's headquarters, or operational organization, location, facilities, equipment or procedures related to the licenses possessed by Westinghouse. There are currently no planned changes in the use, possession, location, or storage of the licensed material as a result of the transaction. To the extent that changes are made in the future, Cameco will comply with NRC license requirements and submit a license amendment or notification as needed.

5. Cameco understands that Westinghouse will continue to abide by all constraints, license conditions, requirements, representations, and commitments identified in and attributed to Westinghouse in its existing licenses, including, but not limited to the Confirmatory Order issued to Westinghouse on August 9, 2017.

6. Cameco agrees that Westinghouse will maintain its responsibility for the provision of the decommissioning financial assurance required by the NRC with respect to the materials license set forth in the Application. Westinghouse will continue to provide decommissioning financial assurance in compliance with the NRC's requirements upon the closing transaction described in the Application.

7. Cameco concurs with Westinghouse's request that the NRC provide its consent to a transaction that indirectly results in the transfer of control, within the meaning of l O CFR § 70.36, of Westinghouse from the sellers to Buyer as it relates to the materials license and export licenses listed in the Application, with such consent to be effective as of the.closing date of the transaction.

Cameco would be pleased to respond to any further questions that the NRC may have with regard to this letter.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Very truly yours,

( R.

Executed on: December 16, 2022

EXHIBIT H SHAREHOLDERS AGREEMENT (Proprietary)

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