ML23058A448

Request for Threshold Determination for Interim Transaction Included in December 20, 2022 Application for Consent to Indirect Change of Control with Respect to a Materials License, Export Licenses, and Notification Regarding Other Approvals

ML23058A448
Person / Time
Site:	Westinghouse
Issue date:	02/27/2023
From:	Mandava S Brookfield Corp
To:	Office of Nuclear Material Safety and Safeguards, Document Control Desk
References
Download: ML23058A448 (1)

Text

February 27, 2023 ATTN: Document Control Desk 10 CFR 70.36 U.S. Nuclear Regulatory Commission 10 CFR 110.50 & 110.51 One White Flint North SNM-1107 11555 Rockville Pike Rockville, MD 20852 Re: Request for Threshold Determination for Interim Transaction included in December 20, 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

Dear Sir or Madam:

Brookfield Corporation (Brookfield) submits this letter in further support of the Request for Threshold Determination for the Interim Transaction (TD Request) included in Section 1.3 of the 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 submitted by Westinghouse Electric Company LLC (Westinghouse) on December 20, 2022. As detailed in the TD Request, Westinghouse requests confirmation from the U.S. Nuclear Regulatory Commission that the replacement of one general partner with control over Brookfield WEC Holdings Inc. (and therefore Westinghouse) that is wholly-controlled by Brookfield with a newly formed general partner organized under Canadian law and also wholly-controlled by Brookfield (the New GP) does not constitute an indirect transfer of control over Westinghouses licenses requiring prior written consent pursuant to Section 184 of the Atomic Energy Act of 1954 (AEA), 10 CFR 70.36(a), 10 CFR 110.50, and 10 CFR 110.51.

The TD Request included a copy of the Form of the Articles of Incorporation for the New GP. 1 As specified in the TD Request, paragraph 3 of the Restrictions on Business or Powers section of the Articles of Incorporation for the New GP will restrict the ability of the New GP to exercise control, within the meaning of Section 184 of the AEA and 10 CFR 70.36, over Brookfield WEC Holdings Inc. or Westinghouse to only the extent necessary to comply with the minimum requirements of applicable corporate laws. 2 The TD Request also explains why the exceptions included in that paragraph are required to ensure the ability of the New GP to comply with certain laws and does not provide the New GP with the authority to exercise control over the licensed activities of Westinghouse.

1 Brookfield expects to form the New GP promptly if the NRC issues the requested threshold determination.

2 On February 17, 2023, Westinghouse, on behalf of itself and Brookfield WEC Holdings Inc., submitted Supplement 2 to the Application. Westinghouse submitted Supplement 2 to inform the NRC that, as part of normal year end business and tax entity rationalization efforts, Brookfield WEC Holdings Inc. had merged with TSB Nuclear Energy Services Inc. Brookfield WEC Holdings Inc. is the surviving entity. As a result, form of the Articles of Incorporation for New GP will no longer refer to TSB Nuclear Energy Services Inc.

BROOKFIELD CORPORATION 181 Bay Street, Suite 100, Toronto, Ontario, M5J 2T3 T +1 416 363 9491 brookfield.com

The intent of this letter is to (i) acknowledge the New GPs agreement with the description of the limited scope, purpose, and need for the exceptions as described in the TD Request, and (ii) confirm Brookfields commitment that, as the owner of the New GP and Brookfield WEC Holdings Inc., and therefore Westinghouse, Brookfield has no intention of causing the New GP to exercise any of the exceptions set forth in paragraph 3 of the Restrictions on Business or Powers section of the New GP Articles of Incorporation so as to exercise control over the licensed activities of Westinghouse.

Brookfield further commits that, if it believes it is required to cause the New GP to exercise any of these exceptions, it will provide prior written notice to the NRC together with an explanation of why the exercise of the authority set forth in the exception would be exercised.

If the NRC has any questions concerning Brookfields commitment, please contact us as soon as possible.

Sincerely, Swati Mandava Senior Vice President Brookfield Corporation cc: Office of the General Counsel Administrator, USNRC Region II Director, Office of Nuclear Materials Safety Director, Office of International Programs Director, Office of New Reactors 2