ML101760040

Application for NRC Consent to Indirect License Transfer - Acquisition of Maine & Maritime Corporation (Parent of Maine Public Service Company) by Bhe Holdings, Inc (Parent of Bangor Hydro Electric Company)

ML101760040
Person / Time
Site:	Maine Yankee
Issue date:	06/17/2010
From:	Connell J Maine Yankee Atomic Power Co
To:	Document Control Desk, NRC/FSME
References
MN-10-011, RA 10-034
Download: ML101760040 (16)

Text

Maine Yankee 321 OLD FERRY RD

• WISCASSET, ME 04578-4922 MN-10-0 11, RA 10-034 June 17, 2010 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555

Reference:

(a) License No. DPR-36 (Docket No. 50-309,72-030)(b) 10 CFR 50.80

Subject:

Maine Yankee -Application for NRC Consent to Indirect License Transfer -Acquisition of Maine & Maritime Corporation (parent of Maine Public Service Company) by BHE Holdings, Inc (parent of Bangor Hydro Electric Company)

Dear Sir or Madam:

Maine Yankee Atomic Power Company ("Maine Yankee"), acting on behalf of the Maine Public Service Company ("MPS"), a minority co-owner of Maine Yankee, hereby notifies the Nuclear Regulatory Commission

("NRC") of the pending acquisition of Maine & Maritimes Corporation

("M&M"), the parent of MPS, by BHE Holdings, Inc. ("BHE"). Maine Yankee holds a possession only license for a spent fuel storage facility located in Wiscasset, Maine, and is the sole licensee for the facility; operation of a nuclear electric generating plant at the site permanently ceased in 1997. MPS does not directly own an interest in the facility and is not a licensee, but holds a 5.0% interest in the licensee, Maine Yankee.The acquisition of MPS by BHE would be theresult of a pending merger of M&M with a temporary, special purpose subsidiary of BHE; the special purpose subsidiary will be merged with M&M and M&M will become the successor subsidiary.

In other words, the newly-created subsidiary will cease to exist after the merger. The merger and acquisition is anticipated by the parties to result in financial benefits for retail electric service customers in their service areas of eastern Maine. Bangor Hydro-Electric Company is a subsidiary of BHE and holds a 7.0%interest in Maine Yankee. As a result of the proposed transaction, MPS and Bangor Hydro-Electric will continue to provide retail electric service to their customers in eastern Maine, with some synergies anticipated by functionally combining the expertise of these geographical electric utility neighbors and reducing the cost of capital to some extent for each company. MPS and Bangor Hydro-Electric will continue to hold their respective 5.0% and 7.0% interests in Maine Yankee (the company, not the facility).

No changes in licensed activities, the management of the facility, or in day-to-day operation of the facility will result from the proposed acquisition.

The MN-10-011, RA-10-034 Page 2 June 17, 2010 shareholders of Maine Yankee are each obligated to pay facility operating expenses in direct proportion to their ownership interest in accordance to rate schedules on file with the Federal Energy Regulatory Commission.

Current operating expenses include decommissioning and spent fuel management costs, including operation of the spent fuel storage facility.Because MPS and Bangor Hydro-Electric do not hold the license for the Maine Yankee site and are minority shareholders of stock in the licensee, collectively holding a 12.0% interest, the proposed transaction does not involve the transfer of control, either direct or indirect, of the site or the NRC license for the facility.

Accordingly, consistent with precedent for other transactions involving shareholders in Yankee companies, NRC approval of the transaction does not appear to be necessary.

See February 21, 2008, NRC letter from Ms. Lydia W. Chang, Branch Chief, to Catherine P. McCarthy, Esq. (NRC Accession No. ML 080140289);

February 24, 2000 NRC letter from Mr. Samuel J. Collins, Director, Office of Nuclear Reactor Regulation, to Perry D. Robinson, Esq. (NRC Accession No. ML 003685187)

BHE Holdings is a subsidiary of Emera US Holdings, Inc., a domestic corporation, which, in turn, is subsidiary of Emera, Inc., a Canadian corporation with headquarters in Halifax, Nova Scotia, Canada ("Emera").

As a result of the proposed merger, Emera, a Canadian corporation, through its ownership of its subsidiaries, would indirectly own a cumulative 12.0%interest in an NRC licensee -- Maine Yankee. However, because the interest is not direct, and in light of the small size of the ownership interest and the commercial relationship between the co-owners of Maine Yankee, Emera will not exercise control, or have the ability to control, Maine Yankee or its management.

Consequently, the prohibitions on foreign ownership contained in Section § 103(d) of the Atomic Energy Act and 10 C.F.R. § 50.38 are not implicated.

In summary, the proposed indirect acquisition of MPS's minority interest in Maine Yankee will be consistent with the requirements set forth in NRC regulations and the relevant NRC guidance.

The proposed transaction will not in itself result in any physical changes to the Maine Yankee site or spent fuel storage facility; changes in the officers, personnel, or day-to-day operation of Maine Yankee; or any changes to the current facility licensing basis. It will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security.

Prior NRC threshold reviews indicate that NRC approval of the acquisition is not required.To the extent that the acquisition might be considered an indirect transfer of an interest in the Maine Yankee license, anapplication for NRC consent to the indirect transfer in accordance with 10 C.F.R. 50.80 is enclosed.Maine Public Service Company desires to close the transaction as soon as all required regulatory approvals and rulings are received and/or waiting periods have expired. The proposed transaction is subject to approval by the Federal Energy Regulatory Commission

("FERC") and the Maine Public Service Commission.

Also, notifications are required to be filed with the Maine Yankee 321 OLD FERRY RD

• WISCASSET, ME 04578-4922 MN-10-0 11, RA 10-034 June 17, 2010 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555

Reference:

(a) License No. DPR-36 (Docket No. 50-309,72-030)(b) 10 CFR 50.80

Subject:

Maine Yankee -Application for NRC Consent to Indirect License Transfer -Acquisition of Maine & Maritime Corporation (parent of Maine Public Service Company) by BHE Holdings, Inc (parent of Bangor Hydro Electric Company)

Dear Sir or Madam:

Maine Yankee Atomic Power Company ("Maine Yankee"), acting on behalf of the Maine Public Service Company ("MPS"), a minority co-owner of Maine Yankee, hereby notifies the Nuclear Regulatory Commission

("NRC") of the pending acquisition of Maine & Maritimes Corporation

("M&M"), the parent of MPS, by BHE Holdings, Inc. ("BHE"). Maine Yankee holds a possession only license for a spent fuel storage facility located in Wiscasset, Maine, and is the sole licensee for the facility; operation of a nuclear electric generating plant at the site permanently ceased in 1997. MPS does not directly own an interest in the facility and is not a licensee, but holds a 5.0% interest in the licensee, Maine Yankee.The acquisition of MPS by BHE would be theresult of a pending merger of M&M with a temporary, special purpose subsidiary of BHE; the special purpose subsidiary will be merged with M&M and M&M will become the successor subsidiary.

In other words, the newly-created subsidiary will cease to exist after the merger. The merger and acquisition is anticipated by the parties to result in financial benefits for retail electric service customers in their service areas of eastern Maine. Bangor Hydro-Electric Company is a subsidiary of BHE and holds a 7.0%interest in Maine Yankee. As a result of the proposed transaction, MPS and Bangor Hydro-Electric will continue to provide retail electric service to their customers in eastern Maine, with some synergies anticipated by functionally combining the expertise of these geographical electric utility neighbors and reducing the cost of capital to some extent for each company. MPS and Bangor Hydro-Electric will continue to hold their respective 5.0% and 7.0% interests in Maine Yankee (the company, not the facility).

No changes in licensed activities, the management of the facility, or in day-to-day operation of the facility will result from the proposed acquisition.

The MN-10-011, RA-10-034 Page 2 June 17, 2010 shareholders of Maine Yankee are each obligated to pay facility operating expenses in direct proportion to their ownership interest in accordance to rate schedules on file with the Federal Energy Regulatory Commission.

Current operating expenses include decommissioning and spent fuel management costs, including operation of the spent fuel storage facility.Because MPS and Bangor Hydro-Electric do not hold the license for the Maine Yankee site and are minority shareholders of stock in the licensee, collectively holding a 12.0% interest, the proposed transaction does not involve the transfer of control, either direct or indirect, of the site or the NRC license for the facility.

Accordingly, consistent with precedent for other transactions involving shareholders in Yankee companies, NRC approval of the transaction does not appear to be necessary.

See February 21, 2008, NRC letter from Ms. Lydia W. Chang, Branch Chief, to Catherine P. McCarthy, Esq. (NRC Accession No. ML 080140289);

February 24, 2000 NRC letter from Mr. Samuel J. Collins, Director, Office of Nuclear Reactor Regulation, to Perry D. Robinson, Esq. (NRC Accession No. ML 003685187)

BHE Holdings is a subsidiary of Emera US Holdings, Inc., a domestic corporation, which, in turn, is subsidiary of Emera, Inc., a Canadian corporation with headquarters in Halifax, Nova Scotia, Canada ("Emera").

As a result of the proposed merger, Emera, a Canadian corporation, through its ownership of its subsidiaries, would indirectly own a cumulative 12.0%interest in an NRC licensee -- Maine Yankee. However, because the interest is not direct, and in light of the small size of the ownership interest and the commercial relationship between the co-owners of Maine Yankee, Emera will not exercise control, or have the ability to control, Maine Yankee or its management.

Consequently, the prohibitions on foreign ownership contained in Section § 103(d) of the Atomic Energy Act and 10 C.F.R. § 50.38 are not implicated.

In summary, the proposed indirect acquisition of MPS's minority interest in Maine Yankee will be consistent with the requirements set forth in NRC regulations and the relevant NRC guidance.

The proposed transaction will not in itself result in any physical changes to the Maine Yankee site or spent fuel storage facility; changes in the officers, personnel, or day-to-day operation of Maine Yankee; or any changes to the current facility licensing basis. It will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security.

Prior NRC threshold reviews indicate that NRC approval of the acquisition is not required.To the extent that the acquisition might be considered an indirect transfer of an interest in the Maine Yankee license, anapplication for NRC consent to the indirect transfer in accordance with 10 C.F.R. 50.80 is enclosed.Maine Public Service Company desires to close the transaction as soon as all required regulatory approvals and rulings are received and/or waiting periods have expired. The proposed transaction is subject to approval by the Federal Energy Regulatory Commission

("FERC") and the Maine Public Service Commission.

Also, notifications are required to be filed with the