PLA-8015, Application for Order Approving Indirect Transfer of Control of Licenses

Application for Order Approving Indirect Transfer of Control of Licenses

ML22272A604
Person / Time
Site:	Susquehanna
Issue date:	09/29/2022
From:	Berryman B Susquehanna, Talen Energy
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML22272A603	List: PLA-8015, Application for Order Approving Indirect Transfer of Control of Licenses
References
PLA-8015
Download: ML22272A604 (55)

Text

Addenda to Exhibits C and D Contain Non-Public Information -

Withhold in Accordance with 10 CFR 2.390

Brad Berryman Susquehanna Nuclear, LLC President and 769 Salem Boulevard Chief Nuclear Officer Berwick, PA 18603 Tel. 570.542.2904 Fax 570.542.1504 Brad.Berryman@TalenEnergy.com

September 29, 2022

Attn: Document Control Desk 10 CFR 50.80 U. S. Nuclear Regulatory Commission 10 CFR 50.90 Washington, DC 20555-0001 10 CFR 72.50

SUSQUEHANNA STEAM ELECTRIC STATION APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF LICENSES AND APPROVING CONFORMING Docket No. 50-387 LICENSE AMENDMENTS 50-388 PLA-8015 and 72-28

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act),

10 CFR 50.80, and 10 CFR 72.50, Susquehanna Nuclear, LLC (Susquehanna Nuclear), acting on behalf of itself and the Unsecured Creditors (as defined and described in greater detail herein) of Talen Energy Supply, LLC (Talen Energy Supply), (collectively, the Applicants),

hereby requests that the Nuclear Regulatory Commission (NRC) issue an order consenting to the indirect transfer of control of Susquehanna Nuclears interests in Facility Operating License Nos. NPF-14 and NPF-22 for the Susquehanna Steam Electric Station (SSES) Units 1 and 2, as well as the general license for the SSES Independent Spent Fuel Storage Installation (ISFSI) (collectively the Licenses, and SSES Units 1 and 2, together with the ISFSI, the Facilities).1 In addition, Applicants request conforming administrative license amendments to reflect a change in the entity responsible for providing a financial support agreement to Susquehanna Nuclear, with such amendments to be effective at the conclusion of the proposed transactions.

Currently, Susquehanna Nuclear is a direct, wholly-owned subsidiary of Talen Energy Supply.

Talen Energy Supply is a direct, wholly-owned subsidiary of Talen Energy Corporation, the stock of which is held by affiliates of Riverstone Holdings, LLC (Riverstone).

1 Allegheny Electric Cooperative owns a 10% share of SSES. There are no proposed changes to Allegheny Electric Cooperatives ownership share of SSES in this request.

Document Control Desk PLA-8015

Commencing on May 9, 2022, Talen Energy Supply and certain of its subsidiaries (collectively, the Debtors) each filed a voluntary case (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (Bankruptcy Court). Also on May 9, 2022, the Debtors executed a restructuring support agreement (the RSA) with certain holders of the Debtors unsecured notes. On May 10, 2022, in accordance with 10 CFR 50.54(cc), Susquehanna Nuclear notified the NRC of the Chapter 11 Cases of Talen Energy Supply and Susquehanna Nuclear.

The Debtors, including Susquehanna Nuclear, filed a Joint Plan of Reorganization (Plan) and related Disclosure Statement in the Bankruptcy Court on September 9, 2022. Under the terms of the proposed Plan, along with certain supporting settlements and agreements, the Debtors and Talen Energy Corporation intend to pursue a comprehensive restructuring (the Restructuring) pursuant to a debt-for-equity exchange in which the equity of the ultimate direct and indirect parent of the reorganized company, (Reorganized Talen),2 will be distributed to holders of unsecured notes claims and general unsecured claims (together, Unsecured Creditors) and to eligible Unsecured Creditors that participate in a rights offering, through which such Unsecured Creditors can obtain additional shares of common equity in Reorganized Talen (the Equitization Transaction), while allowing for an alternative transaction on certain terms, should one materialize.3

Pursuant to the RSA, the Debtors have agreed to move forward expeditiously with the confirmation and consummation of the Plan, and to be subject to certain milestones, including an effective date of the Plan by no later than May 9, 2023 (subject to a potential six month extension). Applicants expect that, at the conclusion of the proposed transactions, Susquehanna Nuclear will continue to be directly-owned by Talen Energy Supply, which, in turn, will either be, or be directly owned by, Reorganized Talen.

Under the terms of the proposed Plan, certain of the Debtors will be required to receive certain regulatory approvals and reviews prior to consummating the transactions contemplated by the Plan, including NRC consent to the indirect transfer of control of Susquehanna Nuclear and the Licenses and approval of the proposed transaction by the Federal Energy Regulatory

2 Pursuant to the proposed Plan, Talen Energy Supply, Talen Energy Corporation, or a new entity created for purposes of owning the reorganized Talen Energy Supply and its subsidiaries may serve as Reorganized Talen. The choice of specific entity to serve as Reorganized Talen will be made to minimize tax inefficiencies and is currently contemplated to be Talen Energy Corporation, as shown in the attached Exhibits B and C. In the event that Talen Energy Supply or a new entity is instead Reorganized Talen, we will supplement this application.

3 The proposed Plan also contemplates the potential for alternative restructuring proposals, including a sale transaction in which a third-party bidder will acquire either the equity of Reorganized Talen Energy Corporation or Talen Energy Supply or all or substantially all of the Debtors assets, including the equity in the Talen Energy Supplys subsidiaries (a Sale Transaction). Based on present timelines, the fact of a Sale Transaction would be known no later than November 29, 2022, and may be known earlier, based on certain milestone dates for any potential Sale Transaction. For example, if no binding offers are received by November 14, 2022, then the Sale Transaction alternative will cease to move forward at that time. Applicants will promptly file a supplement to this Application in the event that a Sale Transaction materializes.

Document Control Desk PLA-8015

Commission (FERC). Because NRC consent for the transfer of control of the Licenses is expected to be the pacing item for emergence from bankruptcy, Applicants are submitting this application prior to confirmation of the Plan. In the event that developments in the Chapter 11 Cases require Applicants to update or supplement the facts described in the enclosed Application, the Applicants agree to promptly supplement the Application as necessary as the Chapter 11 Cases proceed, and to notify the NRC upon receipt of a final order from the Bankruptcy Court confirming a plan of reorganization.

The current ownership structure of Susquehanna Nuclear is depicted in a simplified organization chart provided in Exhibit A to this letter. Exhibit B provides a simplified organization chart showing the relevant ownership structure of Susquehanna Nuclear after the transactions contemplated by the proposed Plan have been consummated. As a result of the planned Equitization Transaction set forth in the proposed Plan, ownership, in the form of common equity shares in Reorganized Talen will be spread among certain Unsecured Creditors,4 a class which involves numerous entities, only four of which are likely to exceed 5% ownership, and only three of which are likely to exceed 10%. No single holder is expected to hold in excess of 25% of Reorganized Talen, and no holders will have any special control rights over either Reorganized Talen, Talen Energy Supply (to the extent another entity serves as Reorganized Talen) or Susquehanna Nuclear, nor will any holders obtain rights to appoint a specific number of directors. Post-emergence, Reorganized Talen will have a board consisting of seven members, to include the chief executive officer of Reorganized Talen Energy Corporation and six independent directors, all of whom will be U.S. citizens.

None of Susquehanna Nuclears technical and financial qualifications to own and operate SSES will be adversely affected by the transactions contemplated under the Plan, including the proposed indirect transfer of control of the Licenses.

Susquehanna Nuclear is the licensed operator for SSES. The proposed transactions do not involve any change to Susquehanna Nuclears continued operation or its ownership of SSES.

The proposed transactions do not involve any physical changes in the plant or any changes to the conduct of operations at SSES. After the proposed transactions, Susquehanna Nuclear will continue to operate and maintain each unit in accordance with its respective licensing basis.

With respect to Susquehanna Nuclears financial qualifications, decommissioning funding assurance for the Facilities will not change as part of the proposed transaction. Moreover, with respect to the financial qualifications for the operation of the Facilities, the financial strength of the reorganized Debtors will be much improved due to reduced debt obligations following the consummation of the transactions contemplated by the proposed Plan. Similarly, the ability of

4 Pursuant to a settlement entered into in the Chapter 11 Case between the Debtors, Riverstone, Talen Energy Corporation, and the ad hoc group of certain holders of unsecured notes issued by Talen Energy Supply, a small portionless than five percentof common equity of Reorganized Talen will also be held by existing equity holders of Talen Energy Corporation.

Document Control Desk PLA-8015

Talen Energy Supply to assume the current obligation of Talen Energy Corporation to provide additional funds, if necessary, pursuant to a financial support agreement is enhanced by the reduced debt burden on Talen Energy Supply going forward. The enclosed Application provides more information on each of these topics.

Through the enclosed Application, the Applicants request that the NRC consent to this proposed indirect transfer of the Licenses. The information contained in the enclosed Application demonstrates that, after the proposed indirect transfer of the Licenses, Susquehanna Nuclear will continue to possess the requisite qualifications to hold the Licenses for the ownership and operation of SSES. In addition, as part of the proposed transactions, responsibility for providing a financial support agreement to Susquehanna Nuclear will be transferred from Talen Energy Corporation to Talen Energy Supply. The Application includes a request for NRC approval to amend the Licenses to reflect the change in the entity required to provide the financial support agreement.

Upon consummation of the transactions contemplated by the Plan, Susquehanna Nuclear expects that no individual or entity, domestic or foreign, will be able to control, directly or indirectly, the decisions of the board of directors of Reorganized Talen. All of the members of the board of directors of Reorganized Talen will be U.S. citizens. The information regarding each corporate entity required by 10 CFR 50.33(d)(3) is provided in Exhibit C. All of the principal officers and managers are U.S. citizens except for one executive of Talen Energy Supply as noted in Exhibit C. After establishment of Reorganized Talen and its initial board of directors, corporate governance matters including replacement of officers and managers will be conducted pursuant to the applicable law and Reorganized Talens organizational documents. Once the identities of the initial board members of Reorganized Talen have been confirmed they will be provided to the NRC. As the expected Reorganized Talen shareholders are unaffiliated parties, no shareholder voting agreements or specific director naming rights are anticipated. No changes to officers or managers of Susquehanna Nuclear are anticipated pursuant to the Plan.

Each of the holders that are anticipated to hold more than 5% of equity in Reorganized Talen is managed and controlled by a U.S.-domiciled and -headquartered entity.5 While certain funds managed and controlled by these holders include foreign investors, no foreign interests (or any domestic investors, for that matter) are able to control or direct activities related to fund holdings. Consequently, there is no potential for foreign ownership, control or domination.

5 As discussed in the Application, each holders percentage of holdings is subject to some degree of change in response to trading of backstop commitments among Unsecured Creditors, as well as the ultimate magnitude of the rights offering. Moreover, investors holdings in the Unsecured Creditors investment vehicles may be subject to change in response to ordinary-course investment activities. Consequently, Unsecured Creditors holding are reported as ranges, and holdings within Unsecured Creditors investment vehicles are reported as approximate numbers, which are based on the latest available information at the time of this Application.

Document Control Desk PLA-8015

The proposed indirect transfer of the Licenses will be consistent with the requirements set forth in the Act, NRC regulations, NRC Orders, and the Licenses. It will neither have any adverse impact on the public health and safety nor be inimical to the common defense and security.

Applicants, therefore, respectfully request that the NRC consent to the indirect transfer in accordance with 10 CFR 50.80 and 10 CFR 72.50.

As described above, additional regulatory approvals or consents will be required to consummate the transactions contemplated by the Plan. Accordingly, Susquehanna Nuclear requests that the NRC review the enclosed Application on a schedule that will permit the issuance of NRC order approving the amendments to the Licenses and consenting to the transfer as soon as possible, and it is prepared to work closely with the NRC Staff to help expedite the applications review.

Approval is requested by no later than March 31, 2023. Such consent should be immediately effective upon issuance and should permit the transfers at any time within one year of the issuance of the approval.

The Application includes non-public, separately bound Addenda with Enclosure 1 Exhibits C (unredacted) and D (Proprietary). The unredacted version of Exhibit C contains personally identifiable information, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy. Susquehanna Nuclear and Talen Energy Supply request that this information be withheld from public disclosure pursuant to 10 CFR 2.390(a)(6). The proprietary version of Exhibit D contains confidential commercial or financial information. Susquehanna Nuclear and Talen Energy Supply request that the Addendum with Enclosure 1 Exhibit D (Proprietary) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390(a)(4), as described in the Declaration of Brad Berryman, which is provided in Enclosure 1 to the Application.

Publicly available versions of Enclosure 1 Exhibits C (redacted) and D (Non-Proprietary) suitable for public disclosure are provided in the Application.

Service upon Susquehanna Nuclear of comments, hearing request, intervention petitions or other pleadings should be made to:

Timothy P. Matthews Grant W. Eskelsen Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, DC 20004 tel: (202) 739-5527 email: timothy.matthews@morganlewis.com email: grant.eskelsen@morganlewis.com

There are no new or revised regulatory commitments contained in this submittal.

Document Control Desk PLA-8015

Should you have any questions regarding this submittal, please contact Ms. Melisa Krick, Manager - Nuclear Regulatory Affairs, at (570) 542-1818.

I declare under penalty of perjury that the information in this Application pertaining to Susquehanna Nuclear and Talen is true and correct to the best of my knowledge and belief.

Separate affirmations by Brian Kleinhaus, Shellane Mulcahy, Stuart Cohen, and Aaron Weitman are provided as Attachments to this letter supporting the information in this Application relating to Rubric Capital Management LP, Citadel Advisors, LLC, Nuveen Asset Management, LLC and Teachers Advisors, LLC, and CastleKnight Management LP, respectively, of the Unsecured Creditors.

Executed on September 29, 2022.

B. Berryman

Enclosure:

1. Application for Order Approving Indirect Transfer of Licenses

Attachments:

1. Affirmations

2. Declaration of Brad Berryman

Exhibits:

A. Simplified Organizational Chart (Current)

B. Simplified Organizational Chart (After Transaction)

C. General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Redacted Version)

D. Pro Forma Income Statement and Cash Flow Statement (Non-Proprietary Version)

E. Marked-Up Operating License Pages F. Revised (Clean) Operating License Pages

Document Control Desk PLA-8015

Addenda to Exhibits C and D:

C. General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents [Contains Personally Identifiable Information - Withhold from Public Disclosure in Accordance with 10 CFR 2.390]

D. Pro Forma Income Statement and Cash Flow Statement [Proprietary Information - Withhold from Public Disclosure in Accordance with 10 CFR 2.390]

Copy: Director, Office of Nuclear Reactor Regulation NRC Region I Mr. C. Highley, NRC Senior Resident Inspector Ms. A. Klett, NRC Project Manager Mr. M. Shields, PA DEP/BRP Enclosure 1 to PLA-8015

Application for Order Approving Indirect Transfer of Licenses

Enclosure 1 to PLA-8015 Page i

Table of Contents I. INTRODUCTION......................................................................................................................... 1 II. STATEMENT OF PURPOSE OF THE TRANSFER AND NATURE OF THE TRANSACTION MAKING THE TRANSFER NECESSARY OR DESIRABLE...................... 4 III. SUPPORTING INFORMATION.................................................................................................. 4 A. DESCRIPTION OF TRANSACTION.............................................................................. 4 B. GENERAL CORPORATE INFORMATION................................................................... 5

1. NO FOREIGN OWNERSHIP, CONTROL OR DOMINATION......................... 5 C. TECHNICAL QUALIFICATIONS................................................................................... 9 D. FINANCIAL QUALIFICATIONS.................................................................................... 9

1. FINANCIAL QUALIFICATIONS FOR OPERATIONS..................................... 9

2. REGULATORY SAFETY ANALYSIS FOR ADMINISTRATIVE AMENDMENTS TO LICENSES....................................................................... 10 E. DECOMMISSIONING FUNDING................................................................................. 11 F. NO ANTITRUST CONSIDERATIONS......................................................................... 11 G. NUCLEAR INSURANCE............................................................................................... 11 H. STANDARD CONTRACT FOR DISPOSAL OF SPENT NUCLEAR FUEL.............. 12 I. AGREEMENT TO LIMIT ACCESS TO RESTRICTED DATA................................... 12 J. ENVIRONMENTAL REVIEW...................................................................................... 12 K. INDEPENDENT SPENT FUEL STORAGE INSTALLATION.................................... 12 IV. EFFECTIVE DATE..................................................................................................................... 12 V. CONCLUSION............................................................................................................................ 13

Enclosure 1 to PLA-8015 Page ii

List of Exhibits

Affirmations of Brian Kleinhaus, Shellane Mulcahy, Stuart Cohen, and Aaron Weitman

Declaration of Brad Berryman

Exhibit A. Simplified Organizational Chart (Current)

Exhibit B. Simplified Organizational Chart (After Transaction)

Exhibit C. General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (redacted)

Exhibit D. Pro Forma Income Statement and Cash Flow Statement (Non-Proprietary Version)

Exhibit E. Marked-Up Operating License Pages

Exhibit F. Revised (Clean) Operating License Pages

Addenda Unredacted Exhibit C and Proprietary Version of Exhibit D

Enclosure 1 to PLA-8015 Page 1 of 13

I. INTRODUCTION

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the AEA),

10 CFR 50.80, and 10 CFR 72.50, Susquehanna Nuclear, LLC (Susquehanna Nuclear), acting on behalf of itself and the Unsecured Creditors (as further described herein) of Talen Energy Supply, LLC (Talen Energy Supply), (collectively, the Applicants), hereby requests that the Nuclear Regulatory Commission (NRC) issue an order consenting to the indirect transfer of control of Susquehanna Nuclears interests in Facility Operating License Nos. NPF-14 and NPF-22 for the Susquehanna Steam Electric Station (SSES) Units 1 and 2, as well as the general license for the SSES Independent Spent Fuel Storage Installation (ISFSI) (collectively the Licenses). In addition, pursuant to 10 CFR 50.90, Applicants request conforming administrative amendments to the Licenses to reflect a change in the entity responsible for providing a financial support agreement to Susquehanna Nuclear, with such amendments to be effective at the conclusion of the proposed transactions.

Currently, Susquehanna Nuclear is a direct, wholly-owned subsidiary of Talen Energy Supply.

Talen Energy Supply is a direct, wholly-owned subsidiary of Talen Energy Corporation,1 the stock of which is held by portfolio companies of Riverstone.

Commencing on May 9, 2022, Talen Energy Supply and certain of its subsidiaries (collectively, the Debtors), each filed a voluntary case (the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court). Also on May 9, 2022, the Debtors executed a restructuring support agreement (the RSA) with certain holders of the Debtors unsecured notes. On May 10, 2022, in accordance with 10 CFR 50.54(cc), Susquehanna Nuclear notified the NRC of the Chapter 11 Cases of Talen Energy Supply and Susquehanna Nuclear.

The Debtors, including Susquehanna Nuclear, filed a Joint Plan of Reorganization (Plan) and related Disclosure Statement in the Bankruptcy Court on September 9, 2022. Under the terms of the Plan, along with certain supporting settlements and agreements, the Debtors and Talen Energy Corporation intend to pursue a comprehensive restructuring (the Restructuring) pursuant to either (i) a debt-for-equity exchange in which the equity of the ultimate direct and indirect parent of the reorganized company, (Reorganized Talen),2 will be distributed to

1 Susquehanna Nuclear explained to the NRC in a July 2017 letter that an intermediate holding company, Talen Energy Holdings, Inc., was in the chain of ownership between Talen Energy Corporation and Talen Energy Supply, LLC. Letter from B. Berryman, Susquehanna Nuclear, LLC, to NRC, Susquehanna Steam Electric Station, Notification of Restructuring, PL-7617 (July 5, 2017) (ML17186A002). Talen Energy Holdings, Inc. merged into Talen Energy Corp. in March, 2019. There was no change of control and no NRC consent under 10 CFR 50.80 was required because this merger only involved the removal of an intermediate parent company.

2 Pursuant to the proposed Plan, Talen Energy Supply, Talen Energy Corporation, or a new entity created for purposes of owning the reorganized Talen Energy Supply and its subsidiaries may serve as Reorganized Talen. The choice of specific entity to serve as Reorganized Talen will be made to minimize tax inefficiencies and is currently

Enclosure 1 to PLA-8015 Page 2 of 13

holders of unsecured notes claims (Unsecured Noteholders) and general unsecured claims (together with Unsecured Noteholders, Unsecured Creditors) and to eligible Unsecured Creditors that participate in a rights offering, through which such Unsecured Creditors can obtain additional shares of common equity in Reorganized Talen (the Equitization Transaction); or, alternatively, (ii) a sale transaction in which a third-party bidder will acquire either the equity of Talen Energy Supply or Talen Energy Corporation or all or substantially all of the Debtors assets (a Sale Transaction).3

Pursuant to the RSA, the Debtors have agreed to move forward expeditiously with the confirmation and consummation of the Plan, and to be subject to certain milestones, including an effective date of the Plan by no later than May 9, 2023 (subject to a potential six month extension). Applicants expect that, at the conclusion of the proposed transactions, Susquehanna Nuclear will continue to be directly-owned by Talen Energy Supply, which will, in turn, either be, or be directly owned by, Reorganized Talen, and no other changes to ownership or control of Susquehanna Nuclear will occur in the Restructuring.

Under the terms of the proposed Plan, certain of the Debtors will be required to receive certain regulatory approvals and reviews prior to consummating the transactions contemplated by the Plan, including NRC consent to the indirect transfer of control of Susquehanna Nuclear and the Licenses and approval of the proposed transaction by the Federal Energy Regulatory Commission (FERC). The NRC consent for the transfer of control of the Licenses is expected to be the pacing item for emergence from bankruptcy. In the event that developments in the Chapter 11 Cases require Applicants to update or supplement the facts in this Application, the Applicants agree to promptly supplement this Application, and to notify the NRC upon receipt of a final order from the Bankruptcy Court confirming a plan of reorganization.

The current ownership structure of Susquehanna Nuclear is depicted in a simplified organization chart provided in Exhibit A. Exhibit B provides a simplified organization chart showing the relevant ownership structure of Susquehanna Nuclear after the transactions contemplated by the proposed Plan have been consummated. As a result of the transactions as part of the proposed Plan, the Unsecured Creditors of the Debtors will own common equity in Reorganized Talen.

The total number of owners is unknown at this time, but is expected to be in excess of 20, with most entities owning less than 5% of common equity. Only four sets of holders, (1) funds managed by Rubric Capital Management LP (up to 25%), (2) funds managed by affiliates of

contemplated to be Talen Energy Corporation, as shown in the attached Exhibits B and C. In the event that Talen Energy Supply or a new entity is instead Reorganized Talen, we will supplement this application.

3 This Application addresses the Equitization Transaction, as the potential for a Sale Transaction is uncertain at this time. Should a Sale Transaction materialize, the fact of such a transaction would be known no later than November 29, 2022, and may be ruled out prior to that date based on the failure of certain interim milestones. For example, if no binding offers are received by November 14, 2022, then the Sale Transaction process will cease to move forward at that time. Applicants will, however, promptly file a supplement to this Application in the event that a Sale Transaction materializes.

Enclosure 1 to PLA-8015 Page 3 of 13

Nuveen, LLC (up to 16%), (3) funds managed by Citadel Advisors LLC (up to 15%), and (4) funds managed by CastleKnight Management LP (up to 6%), are expected to hold in excess of 5% of Reorganized Talen.4 No entities will have any special control rights over Reorganized Talen or Susquehanna Nuclear, and there are no voting trusts or shareholder rights agreements currently in place or expected. No changes to officers or managers of Susquehanna Nuclear are anticipated pursuant to the Plan.

As detailed below, none of Susquehanna Nuclears technical and financial qualifications to own and operate SSES will be adversely affected by the transactions contemplated under the Plan, including the proposed indirect transfer of control of the Licenses.

Through this Application, the Applicants request that the NRC consent to this proposed indirect transfer of the Licenses. The information contained in this Application demonstrates that, after the completion of the transactions contemplated by the Plan, Susquehanna Nuclear will continue to possess the requisite qualifications to hold the Licenses for the ownership and operation of SSES. The proposed indirect transfer of the Licenses therefore will be consistent with the requirements set forth in the AEA, NRC regulations, NRC Orders, and the Licenses. It will neither have any adverse impact on the public health and safety nor be inimical to the common defense and security. Applicants, therefore, respectfully request that the NRC consent to the indirect transfer in accordance with 10 CFR 50.80 and 10 CFR 72.50.

This Application includes a proprietary, separately bound Addendum with Enclosure 1 Exhibit D (Proprietary), which contains confidential commercial or financial information.

Susquehanna Nuclear and Talen Energy Supply request that the Addendum with Enclosure 1 Exhibit D (Proprietary) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390(a)(4), as described in the Declaration of Brad Berryman. A non-proprietary version of the Enclosure 1 Exhibit D (Non-Proprietary) suitable for public disclosure is also enclosed.

In addition, as part of the proposed transactions, responsibility for providing a financial support agreement to Susquehanna Nuclear will be transferred from Talen Energy Corporation to Talen Energy Supply. The Application includes a request for NRC approval to amend the Licenses to reflect the change in the entity required to provide the financial support agreement. The changes are shown in Exhibit E to this Application, with clean pages provided as Exhibit F.

4 The specific shares of holdings are subject to change in response to trading of equity rights offering backstop commitments among Unsecured Noteholders, as well as the ultimate magnitude of the rights offering. These figures are based on the best information currently available and will be supplemented in the event that any amounts exceed the stated ceilings by more than 5%.

Enclosure 1 to PLA-8015 Page 4 of 13

II. STATEMENT OF PURPOSE OF THE TRANSFER AND NATURE OF THE TRANSACTION MAKING THE TRANSFER NECESSARY OR DESIRABLE

The transactions contemplated by the proposed Plan allow Talen Energy Supply and its subsidiaries to address their highly leveraged balance sheets and significant liquidity requirements. These transactions will create a sustainable capital structure for Reorganized Talen and maximize enterprise value by, among other things, minimizing time spent in a restructuring through a proactive and organized solution, minimizing potential tax impacts of a restructuring, maintaining Talen Energy Corporations businesses in one consolidated group, maintaining focus on business operations, and maintaining the high-performing work forces of Talen Energy Corporations subsidiaries, including Talen Energy Supply and Susquehanna Nuclear.

Moreover, with respect to the financial qualifications for the operation of the Facilities, the financial strength of the reorganized Debtors (i.e., following the Restructuring) will be much improved due to reduced debt obligations. Similarly, Talen Energy Supplys ability to assume Talen Energy Corporations current obligation to provide additional funds, if necessary, pursuant to a financial support agreement is enhanced by the reduced debt burden on Talen Energy Supply going forward.

III. SUPPORTING INFORMATION

A. Description of Transaction

Under the terms of the Plan, the Debtors and Talen Energy Supply intend to pursue the Restructuring pursuant to either (i) the Equitization Transaction or (ii) a Sale Transaction.5 This Application addresses the Equitization Transaction.

The Equitization Transaction is anchored by the commitment of certain Unsecured Noteholders to equitize their respective holdings of the approximately $1.43 billion in principal amount of the Debtors unsecured notes and backstop $1.55 billion of an up to $1.9 billion equity rights offering. Specifically, the proposed Equitization Transaction provides for, among other things:

• repayment in full in cash of the Debtors postpetition superpriority senior secured debtor-in-possession credit facilities;

• payment in full in cash of the settled amounts of the Debtors first lien debt;

5 This Application addresses the Equitization Transaction, as the potential for a Sale Transaction is uncertain at this time. Should a Sale Transaction materialize, the fact of such a transaction would be known no later than November 29, 2022, and may be ruled out prior to that date based on the failure of certain interim milestones. For example, if no binding offers are received by November 14, 2022, then the Sale Transaction process will cease to move forward at that time. Applicants will, however, promptly file a supplement to this Application in the event that a Sale Transaction materializes.

Enclosure 1 to PLA-8015 Page 5 of 13

• the Debtors collective bargaining agreements, pension obligations, and asset retirement obligations to be assumed and/or otherwise unimpaired; and

• the Debtors entry into a priority revolving credit facility in a principal amount of at least

$1,000,000,000 with the capacity for the issuance of letters of credit.

In the event that Talen Energy Corporation serves as Reorganized Talen, all existing equity in Talen Energy Corporation will be cancelled pursuant to the Plan. In the event another entity (which may be Talen Energy Supply) serves as Reorganized Talen, all existing equity in Talen Energy Supply will be cancelled pursuant to the Plan. Applicants currently anticipate that Talen Energy Corporation will serve as Reorganized Talen, and have provided Exhibits and prepared this Application in conformance with that understanding, but will provide a supplement should that understanding change.

Pursuant to the RSA, the Debtors have agreed to move forward expeditiously with the confirmation and consummation of the Plan, and to be subject to certain milestones, including an effective date of the Plan by no later than May 9, 2023 (subject to a potential six month extension). Applicants expect that, at the conclusion of the proposed transactions, Susquehanna Nuclear will continue to be directly-owned by Talen Energy Supply, which will, in turn, either be, or be directly owned by, Reorganized Talen, and no other changes to ownership or control of Susquehanna Nuclear will occur in the Restructuring.

B. General Corporate Information

The following is the name of the NRC licensee affected by the proposed internal transactions and indirect transfer of the Licenses:

Susquehanna Nuclear, LLC

The parent company relationships of the licensed corporate entity both before and after the transfer are reflected in Exhibits A and B. The information regarding each corporate entity required by 10 CFR 50.33(d)(3) is provided in Exhibit C.

All of the directors and managers of the parent companies are expected to be U.S. citizens except for one executive of Talen Energy Supply as noted in the non-public version of Exhibit C. All officers with the ability to control nuclear operations will continue to be U.S.

citizens.

1. No Foreign Ownership, Control or Domination

Upon consummation of the transactions contemplated by the Plan and emergence from Chapter 11, the common equity in Reorganized Talen will be owned almost entirely by its

Enclosure 1 to PLA-8015 Page 6 of 13

Unsecured Noteholders (or affiliates of such creditors), as shown in Exhibit B.6 No single entity is expected to hold or control any more than 25% of the outstanding voting equity of Reorganized Talen or have the ability to exercise control over Reorganized Talen upon the Debtors emergence from bankruptcy. Based on the currently understood holdings of Talen Energy Supplys unsecured debt, other claims, and commitments to acquire common equity in a rights offering, the following four creditors are expected to own more than five percent of all outstanding shares of Reorganized Talen after the conclusion of the transactions contemplated by the proposed Plan:

Creditor Expected Ownership Range at Emergence7 Funds managed by Rubric Capital Management LP 22 to 25%8 Funds managed by affiliates of Nuveen, LLC 11 to 16%

Funds managed by Citadel Advisors LLC 9.5 to 15%

Funds managed by CastleKnight Management LP 4.5 to 6%

No other creditor is currently expected to own more than five percent of the company.9 Descriptions of these are provided below.

6 A small portion of equity in Reorganized Talen will be owned by current equityholders, but this is expected to be approximately one percent, subject to adjustment for certain incentives.

7 As addressed in the Plan, the rights offering will provide for the acquisition of common equity in Reorganized Talen of $600 million to $1.9 billion, which certain of the Unsecured Noteholders, along with others have committed to purchase in defined shares. The ranges of ownership interests addressed herein depend primarily on the magnitude of the rights offering. In addition, minor changes in these significant creditors anticipated ownership of Reorganized Talen may occur due to transfer of creditor claims prior to emergence from bankruptcy; the ultimate pool of general unsecured claims of the Debtors; the final outcome of creditor elections to receive equity in Reorganized Talen, as opposed to cash; and determination of the final management ownership percentages. It is not expected that these factors will result in other creditors holding more than five percent of Reorganized Talen shares.

8 Rubrics percentage of holdings include holdings in funds managed by Rubric but owned and organized by affiliates of Blackstone Inc. (Blackstone). To avoid undercounting Rubrics potential influence over Reorganized Talen, we attribute these interests to Rubric. These interests account for approximately 13% of Rubrics holdings, but would account for significantly less than 5% of Reorganized Talens common equity if separately accounted-for (and so would not be addressed in this application if not attributed to Rubric). These funds can terminate their management relationships with Rubric, but cannot exercise control over Rubrics investment-management decisions (other than specified investment restrictions contained within their respective investment management agreements with Rubric), and have no authority or control with respect to Rubrics other investment vehicles. Rubric does not, however, have visibility into these funds investors, and so percentages reported for Rubric are exclusive of these holdings.

9 The final identity of the owners of Reorganized Talen shares is expected to become apparent closer to the date of emergence from bankruptcy. In the unexpected event that Applicants become aware of other persons or entities that would be expected to own more than 5% of Reorganized Talens voting shares upon emergence from bankruptcy, the Applicants will supplement the Application with information to facilitate the NRCs review of those new persons or entities.

Enclosure 1 to PLA-8015 Page 7 of 13

Rubric Capital Management LP (Rubric), a Delaware limited partnership, is a U.S.-registered investment adviser headquartered in New York City. As stated in Rubrics Securities and Exchange Commission (SEC) filings, its general partner is Rubric Capital Management GP LLC, which is also headquartered and domiciled in the United States, and which is managed by David Rosen, a United States citizen. Rubric professionally manages investments for several investment vehicles domiciled in the United States and other jurisdictions, with approximately 25% of its anticipated holdings in Reorganized Talen attributable to investors located outside of the U.S.10 The investors in the funds, wherever they are located, have no authority or involvement in the investment decision-making process of the funds, and no single investor comprises more than approximately 11% of Rubrics holdings.11 Rubric does not have any special or distinct director-appointment (or manager-appointment) rights or control rights, nor is it party to any voting trust or shareholders agreements, with respect to Reorganized Talen or Susquehanna Nuclear upon emergence from bankruptcy.

Nuveen, LLC is a wholly-owned subsidiary of Teachers Insurance and Annuity Association of America (TIAA), a New York corporation, which is controlled by the TIAA Board of Governors. Nuveens shares of Reorganized Talen will be held by investment funds, all of which have a U.S. principal place of business and domestic legal domicile. Substantially all of the investors in the funds are U.S. persons. The funds are professionally managed by either (a) Nuveen Asset Management, LLC, a U.S.-registered investment adviser headquartered in Chicago, Illinois, privately-owned by Nuveen, LLC and organized under Delaware law, or (b) Teachers Advisors, LLC, a U.S.-registered investment adviser headquartered in New York City, privately owned by Nuveen, LLC, and organized under Delaware law. The investors in the funds have no authority or involvement in the investment decision-making process of the funds.

Nuveen, LLC does not have any special or distinct director-appointment rights (or manager-appointment) or control rights, nor is it party to any voting trust or shareholders agreements, with respect to Reorganized Talen or Susquehanna Nuclear upon emergence from bankruptcy.

Citadel Advisors LLC (Citadel), a Delaware limited liability company, is a U.S.-registered investment adviser headquartered in Miami, Florida. As stated in Citadels SEC filings, its sole member is Citadel Advisors Holdings LP, which is controlled by its general partner, Citadel GP LLC. Mr. Kenneth Griffin, a United States citizen, owns a controlling interest in Citadel GP LLC, and also serves as its president and chief executive officer. Citadel professionally manages investments for the U.S.-based fund that will hold interests in Reorganized Talen.

Approximately 75% of Citadels anticipated holdings in Reorganized Talen are attributable to investors located outside of the U.S. The investors in the funds, however, have no authority or involvement in the investment decision-making process of the funds (regardless of where the

10 Percentages reported in this paragraph are exclusive of the Blackstone-owned, but Rubric-managed funds addressed in note 8, supra. Rubric does not have visibility into the investors in these funds, which comprise approximately 13% of the holdings attributed to Rubric.

11 The highest concentration of interests in any jurisdiction outside of the U.S. is the approximately 13% or less of Rubric-managed holdings that are held in the Cayman Islands.

Enclosure 1 to PLA-8015 Page 8 of 13

investors are located), and no single non-U.S. investor comprises more than approximately five percent of Citadels holdings.12 Citadel Advisors LLC does not have any special or distinct director-appointment rights (or manager-appointment) or control rights, nor is it party to any voting trust or shareholders agreements, with respect to Reorganized Talen or Susquehanna Nuclear upon emergence from bankruptcy.

CastleKnight Management LP (CastleKnight), a Delaware limited partnership, is a U.S.-

registered investment adviser headquartered in New York City. CastleKnight is 99% owned and controlled by Weitman Capital LLC, 100% of which is owned by the Weitman Investment Trust. Mr. Aaron Weitman, a United States citizen, controls 100% of Weitman Capital and the Weitman Investment Trust. CastleKnight professionally manages investments for several investment vehicles domiciled in the United States and other jurisdictions, with approximately 70% of its anticipated holdings in Reorganized Talen attributable to investors located outside of the U.S. The investors in the funds, wherever they are located, have no authority or involvement in the investment decision-making process of the funds, and no single investor comprises more than 20% of CastleKnights holdings.13 CastleKnight does not have any special or distinct director-appointment (or manager-appointment) rights or control rights, nor is it party to any voting trust or shareholders agreements, with respect to Reorganized Talen or Susquehanna Nuclear upon emergence from bankruptcy.

The initial board of directors of Reorganized Talen will consist of seven members, of which one member will be the chief executive officer of Reorganized Talen, and the remaining six members will be independent. All of the members of the board of directors of Reorganized Talen will be U.S. citizens. Board members are currently being identified, and a supplement identifying board members will be filed as soon as possible.

All upstream controllers or managers of each of the Unsecured Noteholders that will hold in excess of 10% of Reorganized Talen are themselves U.S.-owned and controlled. Although certain funds or managed investments contain foreign ownership interests or are domiciled in foreign jurisdictions, neither the investment vehicles nor the investors themselves possess the ability to manage investments or participate in managers decision-making processes, and therefore there is no potential for a licensee to be subjugated to the will of a foreign entity14 as a result of the transactions set forth herein. Therefore, the foreign ownership addressed herein does not constitute control.

12 The highest concentration of interests in any jurisdiction outside of the U.S. is the approximately 12.5% of Citadel-managed holdings that are held in the Cayman Islands.

13 The highest concentration of interests in any jurisdiction outside of the U.S. is the approximately 40% of CastleKnight-managed funds from investors in the Cayman Islands.

14 See Final Standard Review Plan on Foreign Ownership, Control, or Domination, 64 Fed. Reg. 52,355 at 52,358 (Sept. 28, 1999) (citing General Electric Co. and Southwest Atomic Energy Associates, Docket No. 50-231, 3 AEC 99 at 101 (1966)).

Enclosure 1 to PLA-8015 Page 9 of 13

For all of the above reasons, there is no foreign ownership, control, or domination issue.

C. Technical Qualifications

The technical qualifications of Susquehanna Nuclear to operate SSES are not affected by the proposed transaction. There will be no physical changes to SSES and no changes in the day-to-day operations of Susquehanna Nuclear in connection with the proposed transactions.

Susquehanna Nuclear will at all times remain the licensed operator of SSES, and there are expected to be no changes in the Susquehanna Nuclear senior management team (including Susquehanna Nuclears existing Chief Nuclear Officer) resulting from the transactions contemplated by the Plan.

D. Financial Qualifications

The following information confirms that Susquehanna Nuclear will continue to possess, or have reasonable assurance of obtaining, the funds necessary to cover the estimated operating costs of SSES for the period of the Licenses in accordance with 10 CFR 50.33(f)(2) and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. 1).

1. Financial Qualifications for Operations

Susquehanna Nuclear is providing a pro forma projected income statement and a cash flow statement for Susquehanna Nuclears share of SSES for the five-year period from January 1, 2023 through December 31, 2027. This information is contained in a proprietary version of Exhibit D provided in a separate Addendum. Susquehanna Nuclear requests that this Addendum be withheld from public disclosure, as described in the Section 2.390 Declaration of Brad Berryman. (Redacted versions of these documents, suitable for public disclosure, are contained in Exhibit D.) This financial data demonstrate that Susquehanna Nuclear possesses, or has reasonable assurance of obtaining, funds necessary to cover its share of estimated operating costs for SSES during this period. These financial data also demonstrate that Susquehanna Nuclear possesses, or has reasonable assurance of obtaining, funds necessary to comply with its responsibilities as the licensee.

The pro forma projected income statement and cash flow statement show that anticipated revenues from sales of energy, capacity, and ancillary services from SSES provide reasonable assurance of an adequate source of funds to meet the needs and obligations for Susquehanna Nuclears share of SSESs anticipated ongoing operating and maintenance expenses for SSES.

The vast majority of Susquehanna Nuclears share of the output from SSES Units 1 and 2 is sold in the PJM market, and the proposed Plan does not affect the anticipated revenues or expenses reflected in the projected income statement. In addition, through back-to-back power purchase agreements, 100 MW of Susquehanna Nuclears share of the output of SSES Units 1 and 2 is

Enclosure 1 to PLA-8015 Page 10 of 13

obligated at a fixed price to provide, via submetering, power to a bitcoin mining tenant at a data center facility adjacent to the site.15

Finally, the financial statements demonstrate that, following emergence, Susquehanna Nuclears anticipated revenues from competitive sales of energy, capacity, and ancillary services provide reasonable assurance of an adequate source of funds to meet Susquehanna Nuclears share of SSESs anticipated ongoing operating and maintenance expenses.

Talen Energy Corporation currently maintains a Support Agreement committing to make funding of up to $205 million available to Susquehanna Nuclear. The requirement that Talen Energy Corporation maintain this support agreement is an explicit license condition in the SSES Licenses. This $205 million corresponds to Susquehanna Nuclears 90% share of the fixed operating costs that would be incurred during a six month outage of both units. A copy of the executed support agreement was provided by letter dated May 28, 2015. (ADAMS Accession No. ML15148A581).

As part of this Application, Applicants seeks to transfer from Talen Energy Corporation to Talen Energy Supply the obligation to provide and maintain the financial support agreement. After the Restructuring, Talen Energy Supply will continue to have a portfolio with diverse generation assets of over 12,000 MW, including not just the nuclear units but also fossil generation assets owned by its subsidiaries other than Susquehanna Nuclear. Talen Energy Supply is expected to generate positive operating earnings (or EBITDA) post-emergence. Talen Energy Supply and its subsidiaries in the bankruptcy had approximately $900 million of cash on hand. Upon emergence, Talen Energy Supply is expected to have $1,400-$1,600 million in current assets, including approximately $150 million in cash and cash equivalents, exceeding Talen Energy Supplys expected post-emergence current liabilities of $900-$1,100 million. Upon emergence, Talen Energy Supply expects to have $1 billion of combined capacity to fund general corporate purposes and backstop letters of credit. Accordingly, there is no need to alter the amount of support provided pursuant to the Support Agreement. In addition, this information demonstrates that Talen Energy Supply is qualified to assume the financial support obligations of Talen Energy Corporation at the conclusion of the transactions contemplated by the proposed Plan.

2. Regulatory Safety Analysis for Administrative Amendments to Licenses

The change in the obligation of responsibility for providing the financial support agreement to Talen Energy Supply requires administrative amendments to the Licenses. The changes

15 The bitcoin mining facility is a joint-venture between a subsidiary of Talen Energy Corporation and a bitcoin miner and has the ability to purchase an additional 200 MW of the capacity of Susquehanna Nuclears share of the output of SSES Units 1 and 2 at market price. An additional 650 MW of output from SSES Units 1 and 2 is subject to an option agreement between the same parties to supply power, via submetering, to facilities at the data center other than the bitcoin mining operation. Applicants expect that these power purchase agreements will be amended as part of the Reorganization process. If the amendments result in material changes to Susquehanna Nuclears projected income statements or other information, Applicants will promptly supplement this Application.

Enclosure 1 to PLA-8015 Page 11 of 13

proposed for the Licenses are shown in Exhibit E to this Application, with clean pages provided as Exhibit F. The changes conform the Licenses to reflect the proposed transfer of the obligation to provide the financial support agreement to Talen Energy Supply. Consistent with the generic determination in 10 CFR 2.1315(a), the proposed conforming license amendments involves no significant hazards consideration because it does no more than conform the license to reflect the transfer actions.

The proposed license amendments do not involve any change in the design or licensing basis, plant configuration, the status of either SSES unit, or the requirements of the facility license for operation of either unit.

Therefore, the proposed approval does not: (1) involve an increase in the probability or consequences of an accident previously analyzed; (2) create the possibility of a new or different accident from the accidents previously evaluated; or (3) involve a significant reduction in a margin of safety.

E. Decommissioning Funding

Susquehanna Nuclears decommissioning funding assurance is unaltered either by the Chapter 11 Case or the transactions contemplated by the Plan. Susquehanna Nuclear currently provides such assurance through the prepayment method, pursuant to 10 CFR § 50.75(e)(1)(i).

As of August 31, 2022, the nuclear decommissioning master trust established by Susquehanna Nuclear, which has been established to provide funding for Susquehanna Nuclears share of decontamination and decommissioning for SESS and is segregated from the licensees assets and outside its administrative control, contains investments with an approximate market value totaling $677,304,324.74 for Unit 1 and $753,161,159.87 for Unit 2. Susquehanna Nuclears most recent biennial 50.75(f) report regarding the status of these funds was submitted to the NRC on March 31, 2021.16

F. No Antitrust Considerations

In accordance with the Commissions decision in Kansas Gas and Electric Company (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999), antitrust reviews of license transfer applications after initial licensing are not required by the AEA.

G. Nuclear Insurance

The proposed transactions do not affect the existing Price-Anderson indemnity agreement for SSES, and do not affect the required nuclear property damage insurance pursuant to

16 ADAMS Accession No. ML21090A242.

Enclosure 1 to PLA-8015 Page 12 of 13

10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140.

H. Standard Contract for Disposal of Spent Nuclear Fuel

The proposed transactions do not affect the existing standard contract for disposal of high-level waste between Susquehanna Nuclear and the U.S. Department of Energy. There is no expectation that this contract would be changed in the Chapter 11 Cases, but instead it will continue in force without regard to the Chapter 11 Cases as required by statute. See 42 U.S. C.

§ 10222(b)(1)(A).

I. Agreement to Limit Access to Restricted Data

This Application does not involve any Restricted Data or other classified defense information.

Furthermore, it is not expected that any such information will be raised or required by the licensed activities at SSES. In the event that licensed activities do involve Restricted Data in the future, Susquehanna Nuclear continues to agree that it will appropriately safeguard such information. Restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.

J. Environmental Review

The transactions contemplated by the Plan will not result in any change in the types, or any increase in the amounts, of any effluents that may be released off-site, and will not cause any increase in individual or cumulative occupational radiation exposure. Further, the NRC has determined in 10 CFR 51.22(c)(21) that license transfers are categorically exempt from further environmental review. Accordingly, the transactions will involve no significant environmental impact.

K. Independent Spent Fuel Storage Installation

The transactions contemplated by the Plan do not affect the Independent Spent Fuel Storage Installation (ISFSI) general license issued for the storage of spent fuel at SESS pursuant to Subpart K of 10 CFR 72.

IV. EFFECTIVE DATE

Susquehanna Nuclear requests that the NRC review this application on a schedule that will permit issuance of an order consenting to the requested indirect license transfer as promptly as

Enclosure 1 to PLA-8015 Page 13 of 13

possible, and in any event on or before March 31, 2023. Such consent should be immediately effective upon issuance and should permit the transfer to occur any time within one year after the approval is issued.

V. CONCLUSION

For the reasons stated above, Applicants respectfully submit that the proposed indirect transfer of Susquehanna Nuclears ownership interests in SSES is consistent with the requirements set forth in the AEA, NRC regulations, the Licenses, and the relevant NRC orders. Applicants therefore respectfully requests that, in accordance with Section 184 of the AEA, 10 CFR 50.80, and 10 CFR 72.50, the NRC consent to the indirect transfers.

Attachment 1 to PLA-8015

Affirmations

Attachment I to PLA-8015 Page 1 of 4

Affi1111ation

T declare under penalty of perjury that the information in thi Application pertaining to Rubric Capital Management LP i true and correct to the be t of my knowledge and belief.

Executed on Septemb r 27, 2022.

Brian Kleinhaus Chief Comp I iance Officer Rubric Capital Management LP Attachment L to PLA-8015 Page 2 of 4

Affirmation

I declare under penalty of perjury that the information in this Application pertaining to Citadel Advisors LLC is true and correct to the best of my knowledge and belief.

Executed on September 29, 2022.

Citadel

By: ______ ~J(

ame: a e Mulcahy

Title:

Authorized Signatory

0 Attachment 1 to PLA-8015 Page 3 of 4

Affirmation

I declare under penalty of perjury that the information in this Application pertaining to Nuveen Asset Management, LLC and Teachers Advisors, LLC is true and correct to the best of my knowledge and belief.

Executed on September 27, 2022.

Stuart Cohen Managing Director and Head of Legal Nuveen Asset Management, LLC

Managing Director and Associate General Counsel Teachers Advisors, LLC Attachment l to PLA-8015 Page 4 of 4

Affinnation

I declare under penalty of pci:jury that the information in this Application pertaining to CastleKnight Management LP is true and correct to the best of my knowledge and belief.

Executed on September 27. 2022.

Aaron W citman Managing Partner CastlcKnight Managcmcnt l,P Attachment 2 to PLA-8015

Declaration of Brad Berryman

Attachment 2 to PLA-8015 Page 1 of 2

DECLARATION SUPPORTING TALEN ENERGY APPLICATION TO WITHHOLD CERTAIN DOCUMENTS FROM PUBLIC DISCLOSURE

I, Brad Berryman, President and Chief Nuclear Officer for Susquehanna Nuclear, LLC, declare the following under penalty of perjury:

1. I am authorized to execute this declaration on behalf of Susquehanna Nuclear LLC, acting on behalf of itself and on behalf of Talen Energy Supply, LLC (collectively, Talen).

2. Talen is providing information to the U.S. Nuclear Regulatory Commission (NRC) in support of the Application for Order Approving Indirect Transfer of Licenses. The proprietary version of Exhibit D is being provided separately as an addendum to Exhibit D. This addendum contains financial information, including pro forma income statements, related to anticipated revenues from sales of electricity and capacity from Susquehanna Steam Electric Station (SSES) Units 1 and 2 along with plant operating and maintenance costs. These documents constitute 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) and 10 CFR 9.17(a)(4) because:

a. It contains information that is held in confidence by Talen and its affiliates.

b. This information is of a type that is customarily held in confidence by Talen and its affiliates and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning SSES anticipated revenues and operating expenses.

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

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

e. Public disclosure of this information would create substantial financial harm to the competitive position of Talen and its affiliates by disclosing the internal financial pro forma statements and commercial information for SSES to other parties who commercial interests may be adverse to those of Talen.

3. Accordingly, Talen requests that the proprietary version of Exhibit D being provided separately as an addendum to the Application for Order Approving Indirect Transfer of Licenses be withheld from public disclosure pursuant to 10 CFR 2.390(a)(4) and 9.17(a)(4).

Attachment 2 to PLA-8015 Page 2 of2

I declare that the foregoing is true and correct.

Executed on September 22, 2022.

Susquehanna Nuclear, LLC

~~<-~1.

Notary Publlc, State ZITAE.~;~ PEZ rof New York to/

No. 0 1H U639667 8 Cert.lficate Qu aliffed Fil ed In Kings In New York Countv Count'i Commission Expires Aug. 26, 2023 Brad Berryman President and Chief Nuclear Officer Susquehanna Nuclear, LLC Exhibit A to PLA-8015

Simplified Organizational Chart (Current)

Exhibit B to PLA-8015

Simplified Organizational Chart (After Transaction)

Exhibit C to PLA-8015

General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents

(Redacted Version)

Exhibit C to PLA-8015 Page 1 of 3

Exhibit C: General Corporate Information Regarding NRC-Licensed Entities and Their Corporate Parents

NAME: Susquehanna Nuclear, LLC

ADDRESS 769 Salem Boulevard Berwick, PA 18603

STATE OF Delaware INCORPORATION:

MANAGERS Alejandro Hernandez Brad Berryman

PRINCIPAL Brad Berryman, President and Chief Nuclear Officer OFFICERS John Chesser, Chief Financial Officer and Treasurer

Andrew M. Wright, General Counsel and Secretary

• All of the listed individuals are U.S. Citizens.

Exhibit C to PLA-8015 Page 2 of 3

NAME: Talen Energy Supply, LLC

ADDRESS 1780 Hughes Landing Blvd., Ste. 800 The Woodlands, TX 77380

STATE OF Delaware INCORPORATION:

MANAGERS To Be Provided

PRINCIPAL Alejandro Hernandez, President and Chief Executive OFFICERS Officer John Chesser, Chief Financial Officer Brad Berryman, Senior Vice President and Chief Nuclear Officer Andrew M. Wright, General Counsel and Secretary Rajat Prakash, Vice President and Treasurer

• All of the listed officers [ ] are U.S. Citizens.

All of the Managers to be identified are expected to be U.S. Citizens.

Exhibit C to PLA-8015 Page 3 of 3

NAME: Reorganized Talen Energy Corporation

ADDRESS 1780 Hughes Landing Blvd., Ste. 800 The Woodlands, TX 77380

STATE OF Delaware INCORPORATION:

MEMBERS OF To Be Provided BOARD OF DIRECTORS

PRINCIPAL Alejandro Hernandez, President and Chief Executive OFFICERS Officer John Chesser, Chief Financial Officer and Treasurer Brad Berryman, Senior Vice President and Chief Nuclear Officer Andrew M. Wright, General Counsel and Secretary

• All of the listed officers and directors to be identified are U.S. Citizens.

Exhibit D to PLA-8015

Pro Forma Income Statement and Cash Flow Statement

(Non-Proprietary Version)

SixMonth FixedOperatingCosts

TOTALSTATION 5Year 2023 2024 2025 2026 2027Average Direct O&M (90%)

Taxes (Non Income)

Non-fuel Capital Expenditures

Sixmonths coverage of5yearaverage operatingcosts

UNIT#1 5Year 2023 2024 2025 2026 2027Average Direct O&M (90%)

Taxes (Non Income)

Non-fuel Capital Expenditures

Sixmonths coverage of5yearaverage operatingcosts

UNIT#2 5Year 2023 2024 2025 2026 2027Average Direct O&M (90%)

Taxes (Non Income)

Non-fuel Capital Expenditures

Sixmonths coverage of5yearaverage operatingcosts

Attachment 3 Capacity Factor Assumptions

BASE CASE 2023 2024 2025 2026 2027 A Capacity (MW)

Unit 1 Unit 2 Station B Period Hours C Planned Outage Days Unit 1 Unit 2 Station D EPOF [(C

• 24)/ B]

Unit 1 Unit 2 Station

E EUOF

F Utilization Factor*

Unit 1 Unit 2 Station

G Generation (MWh) [ A*B*(1-D-E)*F]

Unit 1 Unit 2 Station

H Potential Generation (MWh) [ A*B]

Unit 1 Unit 2 Station

I Capacity Factor [ G/H]

Unit 1 Unit 2 Station

• [

]

Exhibit E to PLA-8015

Marked-Up Operating License Pages

Revised Operating License Pages

Unit 1 Operating License, Appendix C, Pages

1 and 2

Unit 2 Operating License, Appendix C, Pages

1 and 2

Appendix C

Additional Conditions Facility Operating License No. NPF-14 Docket No. 50-387

Amendment Additional Conditions Implementation Date Number

178 The operating licensee is authorized to relocate This amendment is effective certain requirements included in Appendix A to immediately and shall be operating licensee-controlled documents. implemented within 90 days of the Implementation of this amendment shall include date of this amendment.

the relocation of these requirements to the appropriate documents, as described in the Dated: July 30, 1998 operating licensee's letters dated August 1, 1996, as supplemented by letters dated November 26, 1997, January 6, March 2, April 24, and June 18, 1998, evaluated in the NRC staff's Safety Evaluation enclosed with this amendment.

188 Deleted 188 Deleted 188 Deleted XXX Susquehanna Nuclear, LLC shall not take any This amendment shall be issued action that would cause Talen Energy Supply and made effective at the time the Corporation or any other direct or indirect parent indirect transfer of control to Talen of Susquehanna Nuclear, LLC or other entity, to Energy Supply is completed and void, cancel, or diminish the commitment to fund shall be implemented within an extended plant shutdown, as represented in 30 days of issuance.

the application for approval of the indirect transfer of the license for Susquehanna SES, Unit 1.

XXX The decommissioning trust agreement for This amendment shall be issued Susquehanna SES, Unit 1, is subject to the and made effective at the time the following: indirect transfer of control to Talen Energy Supply is completed and a) The trust agreement must be in a form shall be implemented within acceptable to the NRC. 30 days of issuance.

b) With respect to the decommissioning trust fund, investments in the securities or other obligations of Talen Energy Supply Corporation or its affiliates, successors, or assigns shall be prohibited. Except for investments tied to market indexes or other non-nuclear-sector mutual funds, investments in any entity owning one or more nuclear power plants are prohibited.

c) The decommissioning trust agreement for

Amendment No. 262XXX Page 1 of 2 Amendment Additional Conditions Implementation Date Number

Susquehanna SES, Unit 1, must provide that

Amendment No. 262XXX Page 1 of 2 Amendment Additional Conditions Implementation Date Number no disbursements or payments from the trust shall be made by the trustee unless the trustee has first given the NRC 30-days prior written notice of payment. The decommissioning trust agreement shall further contain a provision that no disbursements or payments from the trust shall be made if the trustee receives prior written notice of objection from the Director, Office of Nuclear Reactor Regulation.

d) The decommissioning trust agreement must provide that the agreement cannot be amended in any material respect without 30-days prior written notification to the Director, Office of Nuclear Reactor Regulation.

e) The appropriate section of the decommissioning trust agreement shall state that the trustee, investment advisor, or anyone else directing the investments made in the trust shall adhere to a prudent investor standard, as specified in 18 CFR 35.32(a)(3) of the Federal Energy Regulatory Commission's regulations.

Amendment No. 262XXX Page 2 of 2 Appendix C

Additional Conditions Facility Operating License No. NPF-22 Docket No. 50-388

Amendment Additional Conditions Implementation Date Number

151 The operating licensee is authorized to relocate This amendment is effective certain requirements included in Appendix A to immediately and shall be operating licensee-controlled documents. implemented within 90 days of Implementation of this amendment shall include the date of this amendment.

the relocation of these requirements to the appropriate documents, as described in the Dated: July 30, 1998 operating licensee's letters dated August 1, 1996, as supplemented by letters dated November 26, 1997, January 6, March 2, April 24, and June 18, 1998, evaluated in the NRC staffs Safety Evaluation enclosed with this amendment.

162 Deleted 162 Deleted 162 Deleted XXX Susquehanna Nuclear, LLC shall not take any This amendment shall be action that would cause Talen Energy Supply issued and made effective at Corporation or any other direct or indirect parent the time the indirect transfer of of Susquehanna Nuclear, LLC or other entity, to control to Talen Energy Supply void, cancel, or diminish the commitment to fund is completed and shall be an extended plant shutdown, as represented in implemented within 30 days of the application for approval of the indirect issuance.

transfer of the license for Susquehanna SES, Unit 2.

XXX The decommissioning trust agreement for This amendment shall be Susquehanna SES, Unit 2, is subject to the issued and made effective at following: the time the indirect transfer of control to Talen Energy Supply a) The trust agreement must be in a form is completed and shall be acceptable to the NRC. implemented within 30 days of issuance.

b) With respect to the decommissioning trust fund, investments in the securities or other obligations of Talen Energy Supply Corporation or its affiliates, successors, or assigns shall be prohibited. Except for investments tied to market indexes or other non-nuclear-sector mutual funds, investments in any entity owning one or

Amendment No. 243XXX Page 1 of 2 Amendment Additional Conditions Implementation Date Number

more nuclear power plants are prohibited.

c) The decommissioning trust agreement for Susquehanna SES, Unit 12, must provide that no disbursements or payments from the trust shall be made by the trustee unless the trustee has first given the NRC 30-days prior written notice of payment. The decommissioning trust agreement shall further contain a provision that no disbursements or payments from the trust shall be made if the trustee receives prior written notice of objection from the Director, Office of Nuclear Reactor Regulation.

d) The decommissioning trust agreement must provide that the agreement cannot be amended in any material respect without 30- days prior written notification to the Director, Office of Nuclear Reactor Regulation.

e) The appropriate section of the decommissioning trust agreement shall state that the trustee, investment advisor, or anyone else directing the investments made in the trust shall adhere to a prudent investor standard, as specified in 18 CFR 35.32(a)(3) of the Federal Energy Regulatory Commission's regulations.

Amendment No. 243XXX Page 2 of 2 Exhibit F to PLA-8015

Revised (Clean) Operating License Pages

Revised Operating License Pages

Unit 1 Operating License, Appendix C, Pages

1 and 2

Unit 2 Operating License, Appendix C, Pages

1 and 2

Appendix C

Additional Conditions Facility Operating License No. NPF-14 Docket No. 50-387

Amendment Additional Conditions Implementation Date Number

178 The operating licensee is authorized to relocate This amendment is effective certain requirements included in Appendix A to immediately and shall be operating licensee-controlled documents. implemented within 90 days of the Implementation of this amendment shall include date of this amendment.

the relocation of these requirements to the appropriate documents, as described in the Dated: July 30, 1998 operating licensee's letters dated August 1, 1996, as supplemented by letters dated November 26, 1997, January 6, March 2, April 24, and June 18, 1998, evaluated in the NRC staff's Safety Evaluation enclosed with this amendment.

188 Deleted 188 Deleted 188 Deleted XXX Susquehanna Nuclear, LLC shall not take any This amendment shall be issued action that would cause Talen Energy Supply or and made effective at the time the any other direct or indirect parent of indirect transfer of control to Talen Susquehanna Nuclear, LLC or other entity, to Energy Supply is completed and void, cancel, or diminish the commitment to fund shall be implemented within an extended plant shutdown, as represented in 30 days of issuance.

the application for approval of the indirect transfer of the license for Susquehanna SES, Unit 1.

XXX The decommissioning trust agreement for This amendment shall be issued Susquehanna SES, Unit 1, is subject to the and made effective at the time the following: indirect transfer of control to Talen Energy Supply is completed and a) The trust agreement must be in a form shall be implemented within acceptable to the NRC. 30 days of issuance.

b) With respect to the decommissioning trust fund, investments in the securities or other obligations of Talen Energy Supply or its affiliates, successors, or assigns shall be prohibited. Except for investments tied to market indexes or other non-nuclear-sector mutual funds, investments in any entity owning one or more nuclear power plants are prohibited.

Amendment No. XXX Page 1 of 2 Amendment Additional Conditions Implementation Date Number

c) The decommissioning trust agreement for Susquehanna SES, Unit 1, must provide that no disbursements or payments from the trust shall be made by the trustee unless the trustee has first given the NRC 30-days prior written notice of payment. The decommissioning trust agreement shall further contain a provision that no disbursements or payments from the trust shall be made if the trustee receives prior written notice of objection from the Director, Office of Nuclear Reactor Regulation.

d) The decommissioning trust agreement must provide that the agreement cannot be amended in any material respect without 30-days prior written notification to the Director, Office of Nuclear Reactor Regulation.

e) The appropriate section of the decommissioning trust agreement shall state that the trustee, investment advisor, or anyone else directing the investments made in the trust shall adhere to a prudent investor standard, as specified in 18 CFR 35.32(a)(3) of the Federal Energy Regulatory Commission's regulations.

Amendment No. XXX Page 2 of 2 Appendix C

Additional Conditions Facility Operating License No. NPF-22 Docket No. 50-388

Amendment Additional Conditions Implementation Date Number

151 The operating licensee is authorized to relocate This amendment is effective certain requirements included in Appendix A to immediately and shall be operating licensee-controlled documents. implemented within 90 days of the Implementation of this amendment shall include date of this amendment.

the relocation of these requirements to the appropriate documents, as described in the Dated: July 30, 1998 operating licensee's letters dated August 1, 1996, as supplemented by letters dated November 26, 1997, January 6, March 2, April 24, and June 18, 1998, evaluated in the NRC staffs Safety Evaluation enclosed with this amendment.

162 Deleted 162 Deleted 162 Deleted XXX Susquehanna Nuclear, LLC shall not take any This amendment shall be issued action that would cause Talen Energy Supply or and made effective at the time the any other direct or indirect parent of indirect transfer of control to Talen Susquehanna Nuclear, LLC or other entity, to Energy Supply is completed and void, cancel, or diminish the commitment to fund shall be implemented within an extended plant shutdown, as represented in 30 days of issuance.

the application for approval of the indirect transfer of the license for Susquehanna SES, Unit 2.

XXX The decommissioning trust agreement for This amendment shall be issued Susquehanna SES, Unit 2, is subject to the and made effective at the time the following: indirect transfer of control to Talen Energy Supply is completed and a) The trust agreement must be in a form shall be implemented within acceptable to the NRC. 30 days of issuance.

b) With respect to the decommissioning trust fund, investments in the securities or other obligations of Talen Energy Supply or its affiliates, successors, or assigns shall be prohibited. Except for investments tied to market indexes or other non-nuclear-sector mutual funds, investments in any entity owning one or more nuclear power plants are prohibited.

Amendment No. XXX Page 1 of 2 Amendment Additional Conditions Implementation Date Number

c) The decommissioning trust agreement for Susquehanna SES, Unit 2, must provide that no disbursements or payments from the trust shall be made by the trustee unless the trustee has first given the NRC 30-days prior written notice of payment. The decommissioning trust agreement shall further contain a provision that no disbursements or payments from the trust shall be made if the trustee receives prior written notice of objection from the Director, Office of Nuclear Reactor Regulation.

d) The decommissioning trust agreement must provide that the agreement cannot be amended in any material respect without 30-days prior written notification to the Director, Office of Nuclear Reactor Regulation.

e) The appropriate section of the decommissioning trust agreement shall state that the trustee, investment advisor, or anyone else directing the investments made in the trust shall adhere to a prudent investor standard, as specified in 18 CFR 35.32(a)(3) of the Federal Energy Regulatory Commission's regulations.

Amendment No. XXX Page 2 of 2