ML23237B441

Energy Harbor Nuclear Corp. - Vistra Operations Company LLC - Federal Register Notice, Direct and Indirect License Transfer Issuance Order

ML23237B441
Person / Time
Site:	Beaver Valley, Davis Besse, Perry, Comanche Peak, 07201043, 07200069
Issue date:	09/29/2023
From:	Robert Kuntz Plant Licensing Branch III
To:
Kuntz, RF
Shared Package
ML23237B448	List: ML23237B422 ML23237B427 ML23237B428 ML23237B430 ML23237B441
References
EPID L-2023-LLM-0000, NRC-2023-0100, 88FR62937
Download: ML23237B441 (10)

Text

[7590-01-P]

NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-445, 50-446, 72-74, 50-334, 50-412, 72-1043, 50 -346, 72-14, 50-440,

and 72-69; NRC-2023-0100]

In the Matter of Vistra Operations Company LLC;

Energy Harbor Nuclear Corp.;

Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2;

Beaver Valley Power Station, Unit Nos. 1 and 2;

Davis-Besse Nuclear Power Station, Unit No. 1;

Perry Nuclear Power Plant, Unit No. 1;

and the Associated Independent Spent Fuel Storage Installations

AGENCY: Nuclear Regulatory Commission.

ACTION: Direct and indirect transfer of licenses, order.

SUMMARY

The U.S. Nuclear Regulatory Commission (NRC) is issuing an orde r

approving the application filed by Vistra Operations Company LL C (VistraOps) and

Energy Harbor Nuclear Corp. (co llectively, the applicants) on A pril 14, 2023, as

supplemented by letters dated April 20, 2023, August 7, 2023, a nd September 12, 2023.

Specifically, the order approves the direct and indirect transf er of the facility operating

licenses and general licenses held by the applicants and confor ming amendments to the

licenses related to VistraOps indirectly acquiring Energy Harbo r Corp. and its

subsidiaries and restructuring the upstream ownership of Comanc he Peak Nuclear

Power Plant, Unit Nos. 1 and 2.

DATES: The order was issued on September 28, 2023, and is effective f or 1 year.

ADDRESSES: Please refer to Docket ID NRC-2023-0100 when contacting the NRC

about the availability of information regarding this document. You may obtain publicly

available information related to this document using any of the following methods:

• Federal Rulemaking Website: Go to https://www.regulations.gov and

search for Docket ID NRC-2023-0100. Address questions about Docket IDs in

Regulations.gov to Stacy Schumann; telephone: 301-415-0624; ema il:

Stacy.Schumann@nrc.gov. For technical questions, contact the in dividual listed in the

For Further Information Contact section of this document.

• NRCs Agencywide Documents Access and Management System

(ADAMS): You may obtain publicly available documents online in the ADAMS Public

Documents collection at https://www.nrc.gov/reading-rm/adams.ht ml. To begin the

search, select Begin Web-based ADAMS Search. For problems wit h ADAMS, please

contact the NRCs Public Document Room (PDR) reference staff at 1-800-397-4209, at

301-415-4737, or by email to PDR.Resource@nrc.gov. The order, t he NRC staff safety

evaluation, and the draft conforming amendments are available i n ADAMS under

Package Accession No. ML23237B448.

• NRCs PDR: The PDR, where you may examine and order copies of publicly

available documents, is open by appointment. To make an appoint ment to visit the PDR,

please send an email to PDR.Resource@nrc.gov or call 1-800-397-4209 or 301-415-

4737, between 8 a.m. and 4 p.m. eastern time (ET), Monday throu gh Friday, except

Federal holidays.

FOR FURTHER INFORMATION CONTACT: Robert Kuntz, Office of Nuclear Reactor

Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 20555-0001;

telephone: 301-415-3733; email: Robert.Kuntz@nrc.gov.

2 SUPPLEMENTARY INFORMATION: The text of the order is attached.

Dated: September 29, 2023.

For the Nuclear Regulatory Commission.

/RA/

Robert F. Kuntz, Senior Project Manager, Plant Licensing Branch III, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation.

3 Attachment -

ORDER APPROVING DIRECT AND INDIRECT TRANSFER OF LICENSES

COMANCHE PEAK NUCLEAR POWER PLANT, UNIT NOS. 1 AND 2;

BEAVER VALLEY POWER STATION, UNIT NOS. 1 AND 2;

DAVIS-BESSE NUCLEAR POWER STATION, UNIT NO. 1;

PERRY NUCLEAR POWER PLANT, UNIT NO. 1;

AND THE ASSOCIATED INDEPENDENT SPENT FUEL STORAGE INSTALLATIONS

UNITED STATES OF AMERICA

NUCLEAR REGULATORY COMMISSION

In the Matter of

VISTRA OPERATIONS COMPANY LLC, COMMANCHE PEAK POWER COMPANY LLC, ENERGY HARBOR NUCLEAR CORP., AND ENERGY HARBOR NUCLEAR GENERATION LLC

(Comanche Peak Nuclear Power Plant, Unit Docket Nos. 50-445, 50-446, 72-74, 50-334, Nos. 1 and 2; Beaver Valley Power Station, 50-412, 72-1043, 50-346, 72-14, 50-440, Unit Nos. 1 and 2; Davis-Besse Nuclear Power and 72-69 Station, Unit No. 1; Perry Nuclear Power Plant, Unit No. 1; and the Associated License Nos. NFP-87, NFP-89, DPR-66, NPF-Independent Spent Fuel Storage Installations) 73, NPF-3, and NPF-58

ORDER APPROVING DIRECT AND INDIRECT TRANSFER OF LICENSES AND DRAFT CONFORMING LICENSE AMENDMENTS

I.

4 This order pertains to the following licenses (collectively, th e Licenses):

• Facility Operating License Nos. NFP-87 and NFP-89 for Comanche Peak

Nuclear Power Plant, Unit Nos. 1 and 2 (Comanche Peak), respect ively, and

the general license for the associated independent spent fuel s torage

installation (ISFSI). Comanche Peak is located in Somervell Cou nty, Texas,

and Vistra Operations Company LLC (VistraOps) and Comanche Peak

Power Company LLC (CPPC) are the licensees.

• Renewed Facility Operating License Nos. DPR-66 and NPF-73 for Beaver

Valley Power Station, Unit Nos. 1 and 2 (Beaver Valley), respec tively, and the

general license for the associated ISFSI. Beaver Valley is loca ted in Beaver

County, Pennsylvania, and Energy Harbor Nuclear Corp. (EHNC) and Energy

Harbor Nuclear Generation LLC (EHNG) are the licensees.

• Renewed Facility Operating License No. NPF-3 for Davis-Besse N uclear

Power Station, Unit No. 1 (Davis-Besse) and the general license for the

associated ISFSI. Davis-Besse is located in Ottawa County, Ohio, and EHNC

and EHNG are the licensees.

• Facility Operating License No. NPF-58 for Perry Nuclear Power Plant, Unit

No. 1 (Perry) and the general license for the associated ISFSI. Perry is

located in Lake County, Ohio, and EHNC and EHNG are the license es.

II.

By application dated April 14, 2023 (Agencywide Documents Acces s and

Management System (ADAMS) Accession No. ML23104A423), as supple mented by

letters dated April 20, 2023 (ML23110A788), August 7, 2023 (ML2 3219A106), and

September 12, 2023 (ML23255A061), VistraOps, on behalf of itsel f, CPPC and certain

other affiliates, and EHNC, acting on behalf of itself and EHNG (collectively, the

5 Applicants), requested, pursuant to Section 184 of the Atomic E nergy Act of 1954, as

amended (the Act), and Title 10 of the Code of Federal Regulations (10 CFR) sections

50.80, Transfer of licenses, and 72.50, Transfer of license, that the U.S. Nuclear

Regulatory Commission (NRC, the Commission) consent to the dire ct and indirect

transfer of control of the Licenses.

Specifically, the application requests that the NRC consent to the license

transfers resulting from a proposed transaction, as further des cribed in a Transaction

Agreement, pursuant to which VistraOps will acquire Energy Harb or Corp. (EHC) and its

subsidiaries and will restructure the upstream ownership of Com anche Peak. As part of

the proposed transaction, EHNCs and EHNGs parent, EHC, will b ecome an indirect

subsidiary of VistraOps via merger (such indirect subsidiary th at will survive the merger

is referred to herein as VOC Sub). Following such merger, VOC S ubs indirect parent

company, tentatively referred to as Special Purpose Entity 2 LL C (Vistra Vision), will be

indirectly owned and controlled by VistraOps, which will have a n 85 percent ownership

interest in Vistra Vision, and the remaining 15 percent ownersh ip interest will be held by

certain former shareholders of EHC, accounts managed by Avenue Capital Management

II, L.P. and Nuveen Asset Management, LLC, and potentially cert ain other investors. As

a result of the proposed transaction, EHNC and EHNG will become indirect subsidiaries

of VistraOps. For business and tax purposes, the proposed trans action will also create

three new indirect subsidiaries of VistraOps between VistraOps and CPPC, resulting in

an indirect transfer of control of the Comanche Peak licenses.

Pursuant to 10 CFR 50.90, Application for amendment of license, construction

permit, or early site permit, the application also requests co nforming amendments to the

Licenses to reflect the proposed transfer.

On May 22, 2023, the NRC published a notice of consideration of approval of the

application in the Federal Register (88 FR 32807). This notice provided an opportunity to

6 comment, request a hearing, and petition for leave to intervene on the application. No

requests for hearing or public comments were received.

Pursuant to 10 CFR 50.80, no license for a production or utiliz ation facility, or any

right thereunder, shall be transferred, either voluntarily or i nvoluntarily, directly or

indirectly, through transfer of control of the license to any p erson, unless the

Commission gives its consent in writing. Pursuant to 10 CFR 72. 50, no license or any

part included in a license issued under 10 CFR part 72 for an I SFSI shall be transferred,

either voluntarily or involuntarily, directly or indirectly, th rough transfer of control of the

license to any person, unless the Commission gives its consent in writing. Upon review

of the information in the application, as supplemented, and oth er information before the

Commission, the NRC staff has determined that VistraOps is qual ified to hold the

Licenses to the extent proposed in the application, as suppleme nted, and that transfer of

the Licenses is otherwise consistent with applicable provisions of law, regulations, and

orders issued by the Commission pursuant thereto, subject to th e conditions set forth

below.

Upon review of the application, as supplemented, for conforming license

amendments to reflect the transfer, the NRC staff has determine d that:

(1) The application, as supplemented, complies with the standards a nd

requirements of the Act and the Commissions rules and regulati ons set

forth in 10 CFR chapter I.

(2) The facilities will operate in conformity with the application, as

supplemented, the provisions of the Act, and the rules and regu lations of

the Commission.

(3) There is reasonable assurance that the activities authorized by the

amendments can be conducted without endangering the health and

7 safety of the public and that such activities will be conducted in

compliance with the Commissions regulations.

(4) The issuance of the amendments will not be inimical to the comm on

defense and security or to the health and safety of the public.

(5) The issuance of the amendments will be in accordance with

10 CFR part 51 of the Commissions regulations and all applicab le

requirements have been satisfied. The findings set forth above are

supported by an NRC staff safety evaluation dated the same date as this

order, which is available at ADAMS Accession No. ML23237B430 (n on-

proprietary).

III.

Accordingly, pursuant to Sections 161b, 161i, and 184 of the Ac t, 42 U.S.C.

§§ 2201(b), 2201(i), and 2234, and 10 CFR 50.80, 10 CFR 72.50, and 10 CFR 50.90, IT

IS HEREBY ORDERED that the license transfer application, as des cribed herein, is

approved, subject to the following conditions:

1. At least 5 business days before the closing of the proposed transaction,

the Applicants shall submit, under oath or affirmation, the fol lowing

information to the NRC in accordance with 10 CFR part 50: the n ames,

addresses, and citizenship of the directors and principal offic ers of

Special Purpose Entity 1 LLC, Special Purpose Entity 2 LLC, Spe cial

Purpose Entity 3 LLC, and Special Purpose Entity 2 LLC Managing

Member LLC.

2. VistraOps shall provide sati sfactory documentary evidence to the Director

of the Office of Nuclear Reactor Regulation that, as of the dat e of the

license transfer, the licensees reflected in the amended licens es have

8 obtained the appropriate amount of insurance required of a lice nsee

under 10 CFR part 140 and 10 CFR 50.54(w).

IT IS FURTHER ORDERED that after receipt of all required regula tory approvals

of the proposed license transfer, the Applicants shall inform t he Directors of the Office of

Nuclear Reactor Regulation and the Office of Nuclear Material S afety and Safeguards in

writing of such receipt no later than 5 business days prior to the date of the closing of the

proposed transaction. Should the proposed transaction not be co mpleted within 1 year of

the date of this order, this order shall become null and void, provided, however, that

upon written application and for good cause shown, such date ma y be extended by

order. The conditions of this order may be amended upon applica tion by the Applicants

and approval by the NRC.

IT IS FURTHER ORDERED that consistent with 10 CFR 2.1315(b), th e license

amendments that make changes, as indicated in Enclosure 2 to th e letter forwarding this

order, to reflect the subject license transfer, are approved. T he amendments shall be

issued and made effective at the time the proposed transfer act ions are completed.

This order is effective upon issuance.

For further details with respect to this order, see the applica tion dated

April 14, 2023, as supplemented by letters dated April 20, 2023, August 7, 2023, and

September 12, 2023, and the associated NRC staff safety evaluat ion dated the same

date as this order. Publicly available documents created or rec eived at the NRC are

accessible electronically thr ough ADAMS in the NRC Library at

https://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to

ADAMS or who encounter problems a ccessing the documents located in ADAMS should

9 contact the NRC Public Document Room reference staff by telepho ne at 1-800-397-

4209 or 301-415-4737 or by email to pdr.resource@nrc.gov.

Dated: September 28, 2023

FOR THE NUCLEAR REGULATORY COMMISSION.

/RA Michael King for/

Andrea D. Veil, Director, Office of Nuclear Reactor Regulation.

/RA Robert Lewis for/

John W. Lubinski, Director, Office of Nuclear Material Safety and Safeguards.

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