NOC-AE-06002003, Supplemental Information Regarding Indirect Transfer of Control to Nrg Energy, Inc

Supplemental Information Regarding Indirect Transfer of Control to Nrg Energy, Inc

ML061080060
Person / Time
Site:	South Texas
Issue date:	04/10/2006
From:	Crenshaw J South Texas
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
NOC-AE-06002003
Download: ML061080060 (4)

Text

Nuclear Operating Company South Tcs Pfoed Eectric GenmbnS Statlon PO. B 289 Mdsswnh crt 7as7483 April 10, 2006 NOC-AE-06002003 U. S. Nuclear Regulatory Commission Attention: Document Control Desk One White Flint North 11555 Rockville Pike Rockville, MD 20852-2738 South Texas Project Units 1 and 2 Docket No. STN 50-498 and STN 50-499 Supplemental Information Regarding Indirect Transfer of Control to NRG Energy. Inc.

In January 2006, the NRC approved the indirect transfer of operating licenses for the South Texas Project held by Texas Genco, LP and the transfer of control of Texas Genco LLC, the indirect parent company of Texas Genco, LP, to NRG Energy, Inc. (NRG Energy). Refer to ML05363C'163.

Subsequently, Texas Genco LLC was renamed NRG Texas LLC and Texas Genco, LP was renamed NRG South Texas LP. This letter provides additional information regarding the corporate ownership structure between NRG Energy and NRG Texas LLC.

NRG Energy acquired 100% ownership and control of Texas Genco LLC. In doing so, NRG Energy acquired 82.632% of the membership interests directly, which represents a direct controlling interest in NRG Texas LLC. The remaining 17.368% of the interests in NRG Texas LLC were acquired indirectly through the acquisition of 100% of the following seven Delaware limited partnerships and Delaware corporations, which were among the entities through which the prior owners (four investment funds) had held their interests in Texas Genco LLC. Each has been renamed as shown:

Purchased Name Percentage Renamed Blackstone TG Feeder IV L.P. (4.160%) NRG Blocker I LP Blackstone TG Feeder IV-A L.P. (0.377%) NRG Blocker II LP Meridian International Investments II-C Inc. (0.550%) NRG Blocker III Inc.

HFCP IV TGN Corporation (1.576%) NRG Blocker IV Inc.

HFCP IV-A TGN Corporation (1.487%) NRG Blocker V Inc.

TPG Genco III, Inc. (3.456%) NRG Blocker VI Inc.

TPG Genco IV, Inc. (5.762%) NRG Blocker VII Inc NRG Energy acquired direct ownership of 100% of each of the corporations and 99% of the two limited partnerships. The General Partner (GP) for the limited partnerships owns the remaining 1%.

The GP is NRG Marketing Services, LLC, a wholly-owned subsidiary of NRG Energy. A simplified organization chart showing the current ownership structure of NRG South Texas LP, STI: 32000478 lk

NOC-AE-06002003 Page 2 of 3 as well as the two other owners of South Texas Project, is provided as Attachment 1. This chart:

also reflects the current names of the relevant NRG entities.

Page 2 of the April 4, 2005 Safety Evaluation (ML050950286) identified the prior ownership structure as follows: "Texas Genco LLC is owned in equal parts by investment funds affiliated with The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Company, L.P. and Texas Pacific Group." The seven entities acquired by NRG Energy were among the various entities of the "investment funds" that were used in the pre-existing ownership structure of Texas Genco LLC. The seven entities have never individually or collectively had any capacity to exercise control over the NRC licensee. Therefore, this aspect of the acquisition was not material to NRC approval of the indirect transfer of control, and it does not otherwise affect any of the findings made by the NRC Staff in approving the indirect transfer of control to NRG Energy. Nevertheless, NRG En-rgy recently changed the names of these entities and STP Nuclear Operating Company recognized that the NRC should be made aware of this aspect of the ownership structure.

The members of Board of Directors and officers for each of the five corporations are the same and all are U.S. citizens:

Steven Winn, Director & President Edmund Daniels, Director, VP & Secretary George Schaefer, VP & Treasurer Tim O'Brien, VP Robert Flexon, VP Todd Darr, Assistant Treasurer NRG Marketing Services, LLC is a Delaware limited liability company with NRG Energy as its sole member. Its officers, all of whom are U.S. citizens, are:

Kevin Howell, Chairman, President & CEO George Schaefer, VP & Treasurer Tim O'Brien, VP & Secretary Deborah Fry, Assistant Secretary There are no commitments in this letter.

If there are any questions regarding this supplemental information, please contact John Conly at (361) 972-7336 or me at (361) 972-7074.

John W. Crenshaw General Manager, Oversight

Attachment:

Simplified Organization Chart for NRG South Texas LP

NOC-AE-060)2003 Page 3 of 3 cc:

(paper copy) (electronic copy)

Bruce S. Mallett A. H. Gutterman, Esquire Regional Administrator, Region IV Morgan, Lewis & Bockius LLP U. S. Nuclear Regulatory Commission 611 Ryan Plaza Drive, Suite 400 Mohan C. Thadani Arlington, Texas 76011-8064 U. S. Nuclear Regulatory Commission Richard A. Ratliff Steve Winn Bureau of Radiation Control Christine Jacobs Texas Department of State Health Services Michael A. Reed 1100 West 49th Street NRG South Texas LP Austin, TX 78756-3189 John Dixon J. J. Nesrsta U. S. Nuclear Regulatory Commission R. K. Temple P. 0. Box 289, Mail Code: MN1 16 E. Alarcon Wadsworth, TX 77483 City Public Service C. M. Canady Jon C. Wood City of Austin Cox Smith Matthews Electric Utility Department 721 Barton Springs Road C. Kirksey Austin, TX 78704 City of Austin

NOC-AE-06002003 Attachment Simplified Organization Chart for NRG South Texas LP (As of March 24, 2006) 40% 16%

SOUTH TEXAS PROJECT UNITS 1 & 2