PLA-8066, Notification of Planned Closing Date and Information Identified in March 30, 2023 Order, PLA-8066

Notification of Planned Closing Date and Information Identified in March 30, 2023 Order, PLA-8066

ML23128A317
Person / Time
Site:	Susquehanna
Issue date:	05/08/2023
From:	Berryman B Susquehanna, Talen Energy
To:	Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation, Document Control Desk
Shared Package
ML23128A316	List: PLA-8066, Notification of Planned Closing Date and Information Identified in March 30, 2023 Order, PLA-8066
References
PLA-8066
Download: ML23128A317 (9)

Text

Addendum Contains Personally Identifiable Information- Withhold Under 10 CFR 2.390 Brad Berryman Susquehanna Nuclear, LLC President and Chief Nuclear Officer 769 Salem Boulevard Berwick, PA 18603 TALEN~

ENERGY Tel. 570.542.2904 Fax 570.542.1504 Brad.Berryman@TalenEnergy.com May 8, 2023 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 NOTIFICATION OF PLANNED CLOSING DATE AND INFORMATION IDENTIFIED Docket No. 50-387 IN MARCH 30, 2023 ORDER 50-388 PLA-8066 and 72-28

References:

1) Susquehanna letter to NRC: "Application for Order Approving Indirect Transfer of Control ofLicenses and Approving Conforming License Amendments (PLA-8015), "dated September 29, 2022 (ADAMS Accession No. ML22272A604)

2) Susquehanna letter to NRC: "Application for Order Approving Indirect Transfer of Control ofLicenses and Approving Conforming License Amendments

-Supplemental Information (PLA-8039), "dated December 22, 2022 (ADAMS Accession No. ML22356A307)

3) Order, Susquehanna Nuclear, LLC (Susquehanna Steam Electric Station, Units 1 and 2 and associated independent spentfitel storage installation), "Order Approving Indirect Transfer ofLicenses and Draft Conforming License Amendments," dated March 30, 2023 (ADAMS Accession No. ML23073A071)

In Reference 1, Susquehanna Nuclear, LLC ("Susquehanna Nuclear"), acting on behalf of itself and cetiain Unsecured Creditors (as defined in Reference 1) of Tal en Energy Supply, LLC

("Talen Energy Supply") (collectively, the "Applicants"), submitted a request pursuant to Section 184 of the Atomic Energy Act of 1954, as amended, 10 CFR 50.80, and 10 CFR 72.50 for NRC consent to the indirect transfer of control of Susquehmma Nuclem*' s 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

Document Control Desk PLA-8066 Storage Installation (ISFSI) (the Application).1 In addition, Applicants requested conforming administrative license amendments to reflect a change in the entity responsible for providing a financial support agreement to Susquehanna Nuclear.

As detailed in Reference 1, commencing on May 9, 2022, Talen Energy Supply and certain of its subsidiaries each filed a voluntary case under Chapter 11 of Title 11 of United States Code in the United States Bankruptcy Court for the Southern District of Texas (Chapter 11 Cases).

The need for NRC consent was based upon the comprehensive restructuring of Talen Energy as a result of the Chapter 11 Cases.

In Reference 2, Applicants submitted a supplement to the Application explaining that the United States Bankruptcy Court for the Southern District of Texas confirmed the Joint Plan of Reorganization on December 15, 2022. Reference 2 also contained information regarding the expected managers upon emergence from bankruptcy of Susquehanna Nuclear and the Board of Directors of Reorganized Talen Energy Corporation as well as the principal officers of Susquehanna Nuclear, Talen Energy Supply, LLC, and Reorganized Talen Energy Corporation, including names, addresses and citizenship.

In Reference 3, the U.S. Nuclear Regulatory Commission (NRC) approved the proposed transactions described in the Application. In so doing, the NRC required Applicants to inform (1) the Director of the Office of Nuclear Reactor Regulation of the date of the planned closing after the receipt of all required regulatory approvals of the transaction and at least five (5) business days prior to the planned closing of the proposed transactions; and (2) the NRC of:

(i) the final legal entity name of Reorganized Talen Energy Corporation, (ii) the state of incorporation of Reorganized Talen Energy Corporation, and (3) the names, addresses, and citizenship of the directors and principal officers of Reorganized Talen Energy Corporation.

Applicants hereby notify the Director of the Office of Nuclear Reactor Regulation that regulatory approvals required prior to closing have been received, and the parties expect to complete the proposed transactions contemplated under the Joint Plan of Reorganization on May 17, 2023. Applicants also notify the NRC that the final legal name of the entity that was referred to in the Application as Reorganized Talen Energy Corporation is:

Talen Energy Corporation Applicants have included an updated version of General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents provided in Reference 2 as an Exhibit to this letter in order to provide the NRC with name, address, and citizenship of the directors and principal officers of Talen Energy Corporation. This notification includes a non-public, 1

As noted in the Application, 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-8066 separately bound Addendum with the Exhibit unredacted. The unredacted version of the Exhibit 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).

In addition, Applicants hereby notify the NRC that, subsequent to the NRCs approval of the proposed transactions in Reference 3, they determined that funds held by Monarch Alternative Capital LP (Monarch), a New York-based investment firm, have acquired rights to own approximately 6.4% of the equity in Talen Energy Corporation upon completion of the transactions contemplated under the Joint Plan of Reorganization. Monarch will not have the ability to exercise control over Talen Energy Corporation nor will it have the right to nominate any directors to the Board of Directors of Talen Energy Corporation. Thus, Monarch will not have the ability to exercise control over the activities of Susquehanna Nuclear.

Last, the Applicants notify the NRC that the parties have made the submittals required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) as of April 14, 2023.

Applicants have not received any requests from the government for additional information regarding the HSR filing and the applicable waiting period expires on May 15, 2023.

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

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 Energy Corporation is true and correct to the best of my knowledge and belief.

Executed on May 8, 2023.

B. Berryman

Document Control Desk PLA-8066 Exhibit:

General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Public Version)

Addendum:

General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Non-Public Information - Withhold 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

Exhibit to PLA-8066 General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Public Version)

Exhibit to PLA-8066 Page 1 of 3 General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Public Version)

NAME: Susquehanna Nuclear, LLC ADDRESS 769 Salem Boulevard Berwick, PA 18603 STATE OF Delaware INCORPORATION:

MANAGERS Mark (Mac) McFarland 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 to PLA-8066 Page 2 of 3 NAME: Talen Energy Supply, LLC ADDRESS 1780 Hughes Landing Blvd., Ste. 800 The Woodlands, TX 77380 STATE OF Delaware INCORPORATION:

PRINCIPAL Mark (Mac) McFarland, President and Chief OFFICERS Executive 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.

Exhibit to PLA-8066 Page 3 of 3 NAME: Talen Energy Corporation ADDRESS 1780 Hughes Landing Blvd., Ste. 800 The Woodlands, TX 77380 STATE OF Delaware INCORPORATION:

MEMBERS OF Stephen Schaefer BOARD OF Mark (Mac) McFarland DIRECTORS Tony Horton Karen Hyde Joseph Nigro Gizman Abbas Christine Benson Schwartzstein PRINCIPAL Mark (Mac) McFarland, President and Chief OFFICERS Executive 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 are U.S. Citizens.

Addendum Contains Personally Identifiable Information - Withhold Under 10 CFR 2.390 Addendum to Exhibit to PLA-8066 General Corporate Information Regarding NRC-Licensed Entities and their Corporate Parents (Non-Public Version)