ML23053A075
| ML23053A075 | |
| Person / Time | |
|---|---|
| Site: | Westinghouse |
| Issue date: | 02/17/2023 |
| From: | Sweeney M Brookfield WEC Holdings, Westinghouse |
| To: | Office of Nuclear Material Safety and Safeguards, Document Control Desk |
| Shared Package | |
| ML23053A074 | List: |
| References | |
| Download: ML23053A075 (1) | |
Text
Westinghouse Proprietary Class 2 Withhold from Public Disclosure under 10 CFR 2.390 Non-Proprietary upon removal of Attachment 2
@ Westinghouse Michael T. Sweeney Executive Vice President and Chief Legal Officer Westinghouse Electric Company 1000 Westinghouse Drive Cranberry Township, PA 16066 USA February 17, 2023 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 Regulatory Commission Mobile: (412) 251-1469 e-mail: sweenemt@westinghouse.com One White Flint North 11555 Rockville Pike Rockville, MD 20852 Re: Supplement 2 to 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
Dear Sir or Madam:
Westinghouse Electric Company LLC (Westinghouse), on behalf of itself and Brookfield WEC Holdings Inc. (WEC Holdings), submits this letter as a supplement (Supplement 2) to and in further support of its December 20, 2022 application (Application) filed with the U.S. Nuclear Regulatory Commission (NRC) 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 due to the indirect change of control of Westinghouse, within the meaning of 10 CFR § 70.36 and implementing guidance.
This letter and its Attachments supplement the Application and provide more detail about the current ownership structure of Westinghouse. As part of normal year end business and tax entity rationalization efforts, as of December 31, 2022, WEC Holdings has merged with TSB Nuclear Energy Services Inc. (TSB Nuclear), the interim entity in the ownership chain between Westinghouse and WEC Holdings. WEC Holdings is the surviving entity. TSB Nuclear was originally formed to hold Toshiba Corporations (Toshibas) interests in Westinghouse and had remained nothing more than a holding company since its formation. WEC Holdings became the owner of TSB Nuclear after WEC Holdings acquired all of Toshibas interests in Westinghouse in
2018.1 Accordingly, WEC Holdings has maintained all control over TSB Nuclear and, in turn, Westinghouse since Westinghouses emergence from bankruptcy in 2019. The merger of WEC Holdings and TSB Nuclear only simplifies the control of Westinghouse. Accordingly, this merger does not require prior NRC consent, consistent with prior NRC determinations that mergers that remove an entity in the corporate chain of control do not require such consent.2 The enclosed Attachment 2 updates the pre-Transaction organizational chart submitted with the Application to remove TSB Nuclear. It also provides more detailed information regarding the current ownership of Westinghouse, depicting both limited partnership owners who have only economic interests as well as the general partners with control rights that were included in the exhibits provided in the Application. In addition, because TSB Nuclear no longer exists, the references to it in restrictions of Section 1.3 of the Application no longer apply and the Articles of Incorporation for the New GP will not contain references to TSB Nuclear.3 to this letter contains proprietary information regarding the ownership and organization of BEP and its ultimate parent Brookfield Corporation, which is also the ultimate parent of BGTF Bermuda GP Limited. An affidavit requesting withholding of Attachment 2 from public disclosure is enclosed as Attachment 1.
1 See Application, Encl. 1 at 7 (citing Evaluation of and Threshold Determination on the Share Purchase Agreement Between Toshiba Corporation and Brookfield WEC Holdings LLC (Mar. 22, 2018)
(ML18073A224)).
2 See, e.g., Letter from M. Kansler, Entergy Nuclear Operations, Inc. to NRC Document Control Desk, Update Regarding Status and Request for Threshold Determination (Aug. 18, 2009) (ML092370203) (updating NRC after prior approval of a transfer that three intermediate holding companies would be removed from the chain of ownership of licensees), and NRC, Safety Evaluation by the Office of Nuclear Reactor Regulation Corporate Restructuring, Conversion of Companies and Stock Split-off by Entergy Nuclear Operations, Inc and Subsidiaries 3 (Oct. 9, 2009) (ML0923730137) (the NRC staff finds that the removal of intermediary companies
. . . does not involve any license transfer not already approved by the NRC); Letter from J. Crenshaw, STP Nuclear Operating Company to NRC Document Control Desk, Notice Regarding NRG Energy, Inc. Corporate Restructuring Affecting NRG South Texas LP and Request for Consent to Support Agreement Modifications(Apr. 13, 2006) (ML061110194) (describing a restructuring of part owner of commercial nuclear power plant involving, in relevant part, a transfer of all voting stock from an intermediate holding company parent of reactor owner to ultimate parent), and Letter from M. Thadani, NRC, to J. Sheppard, STP Nuclear Operating Company, South Texas Project, Units 1 and 2 - Re: Modification of Agreement for Corporate Restructuring Undertaken by NRG Energy, Inc. (TAC Nos. MD1651 and MD1652) (Aug. 18, 2006) (ML062220406)
(concluding that no NRC direct or indirect license transfer approvals are required due to the changes in the corporate structure described in the April 13, 2006 letter).
3 As noted in Attachment 2, the New GP (referred to in Attachment 2 as New CanCo GP) has not yet been formed and is not expected to be formed unless and until the NRC confirms that the Interim Transaction, as described in the Application, is not a change of control within the meaning of 10 CFR 70.36 that requires NRC consent.
2
If the NRC has any questions concerning this Supplement 2, please contact us.
Very truly yours, t
Michael T. Sweeney Executive Vice President and Chief Legal Officer Attachments 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 Office of the General Counsel 3
ATTACHMENT 1 APPLICATION FOR WITHHOLDING AND AFFIDAVIT OF KRISTEN HAASE 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, Kristen Haase, am the Managing Director of Brookfield WEC Holdings Inc. (Brookfield); and that I am duly authorized to sign and file with the U.S. 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 Supplement 2 to 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 (Supplement 2) and am authorized to execute this affidavit on behalf of Brookfield.
- 2. Brookfield is providing this information in support of Westinghouses Supplement 2 to 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: Attachment 2, Updated Westinghouse Organization Chart Before the Transaction. 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 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 because the information contains sensitive legal and financial information concerning organizational and financial arrangements.
- m. The inf01mation 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.
1v. The inf01mation sought to be protected is not available in public sources and could not be gathered readily from other publicly available information.
- v. Public disclosure of this proprietary inf01mation is likely to cause substantial harm to Brookfield competitive position by disclosing non-public commercial and financial information. The inf01mation requested to be withheld reveals commercially valuable and sensitive information and its disclosure could adversely affect Brookfield because it would enhance the ability of third parties, 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 correct.
Brookfield WEC Holdings Inc.
By: '-'11,'hb..J'}Ji~
-....,..,.(Jc.;
Name: ~ Haase
Title:
Managing Director Company: Brookfield 2