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{{Adams
#REDIRECT [[NOC-AE-12002899, Supplemental Information Regarding Request for Threshold Determination Under 10 CFR 50.80]]
| number = ML12261A334
| issue date = 08/28/2012
| title = South Texas Project Units 1 and 2 - Supplemental Information Regarding Request for Threshold Determination Under 10 CFR 50.80 (TAC Nos. ME9166 and ME9177)
| author name = Murray M P
| author affiliation = South Texas Project Nuclear Operating Co
| addressee name =
| addressee affiliation = NRC/Document Control Desk, NRC/NRR
| docket = 05000498, 05000499
| license number =
| contact person =
| case reference number = NOC-AE-12002899, TAC ME9166, TAC ME9177
| document type = Letter
| page count = 4
| project = TAC:ME9166, TAC:ME9177
| stage = Other
}}
 
=Text=
{{#Wiki_filter:Nuclear Operating CompanySouth Texas Pro/ect Ek£ftrkc Gemt/$g Station PO Box 282 Wadovorth Teams 77483 /August 28, 2012NOC-AE-1 200289910 CFR 50.80STI: 33588699U. S. Nuclear Regulatory CommissionAttention: Document Control DeskWashington, DC 20555-0001South Texas ProjectUnits 1 and 2Docket Nos. STN 50-498, STN 50-499Supplemental Information Regarding Request for Threshold Determination Under 10 CFR 50.80(TAC Nos. ME9166 AND ME9177)Reference: Letter from M.P. Murray NRC Document Control Desk, "Request forThreshold Determination Under 10 CFR 50.80, dated August 1, 2012(NOC-AE-12002895) MLI12228A380STP Nuclear Operating Company (STPNOC), acting on behalf of NRG South Texas LP (NRGSouth Texas), provided notice regarding a proposed merger involving NRG South Texas'sultimate parent company, NRG Energy, Inc. (NRG Energy). NRG South Texas is an ownerlicensee for 44% of South Texas Project, Units 1 and 2 (STP 1 & 2 ). STPNOC is the licensedoperator of STP 1 & 2. STPNOC requested that the NRC staff review the proposed transactiondescribed in the Reference above and make a threshold determination that it does not involveany direct or indirect transfer of control of NRG South Texas LP or its licenses for STP 1 & 2that would require approval pursuant to 10 CFR 50.80.Attached is supplemental information regarding foreign ownership that may be helpful inreviewing the Request for Threshold Determination in the above Reference.This letter contains no NRC commitments.If there are any questions, please contact either Mr. Jamie Paul at (361) 972-7344 or me at(361) 972-8164.Michael lu4irayManager, Regulatory AffairsEnclosure:Supplemental Information Regarding Foreign Ownership NOC-AE-1 2002899Page 2 of 2cc:(paper copy)(electronic copy)Regional Administrator, Region IVU. S. Nuclear Regulatory Commission1600 East Lamar BoulevardArlington, TX 76011-4511Balwant K. SingalSenior Project ManagerU.S. Nuclear Regulatory CommissionOne White Flint North (MS 8 B1)11555 Rockville PikeRockville, MD 20852Senior Resident InspectorU. S. Nuclear Regulatory CommissionP. O. Box 289, Mail Code: MNl16Wadsworth, TX 77483C. M. CanadyCity of AustinElectric Utility Department721 Barton Springs RoadAustin, TX 78704A. H. Gutterman, EsquireMorgan, Lewis & Bockius LLPBalwant K. SingalU. S. Nuclear Regulatory CommissionJohn RaganChris O'HaraJim von SuskilNRG South Texas LPKevin PolioRichard PenaCity Public ServicePeter NemethCrain Caton & James, P.C.C. MeleCity of AustinRichard A. RatliffTexas Department of State Health ServicesAlice RogersTexas Department of State Health Services
 
==Enclosure==
NOC-AE-1 2002899Page 1 of 2Supplemental Information Regarding Foreign OwnershipNRG Energy, Inc. ("NRG Energy") and GenOn Energy, Inc. ("GenOn Energy") are bothDelaware corporations that are publicly traded companies. Their securities are tradedon the New York Stock Exchange and are widely held.The following is a list of the Directors of GenOn Energy, all of whom are U.S. citizens(none have any dual citizenship):Edward R. Muller, Chairman Steven L. MillerSpencer Abraham Robert C. MurrayTerry G. Dallas Laree E. PerezThomas H. Johnson Evan J. SilversteinElizabeth A. "Betsy" Moler William L. ThackerFour of these existing GenOn Energy directors, including the Chairman of the GenOnEnergy Board of Directors, Edward R. Muller, are expected to join the Board of Directorsof NRG Energy in connection with the merger.In addition, NRG Energy has reviewed public records to identify any potential foreignshareholders. Section 13(d) of the Securities Exchange Act of 1934, as amended,15 U.S.C. 78m(d), requires that a person or entity that owns or controls more than 5%of the securities of a company must file notice with the Securities and ExchangeCommission ("SEC"). Based upon these filings with the SEC, NRG Energy is aware ofone alien, foreign corporation, or foreign government that held or may have held morethan 5% of the securities of NRG Energy as of December 31, 2011 or that owns morethan 5% of GenOn Energy.Orbis Investment Management (U.S.), LLC ("OIMUS"), a Delaware limited liabilitycompany, has reported shares held by OIMUS and two Bermuda based affiliatedcompanies, Orbis Investment Management Ltd ("OIML") and Orbis Asset ManagementLtd ("OAML") (together, "Orbis"). The following Table summarizes the Orbis holdings,based upon the available public records:Entity SEC Filing NRG GenOn Pro FormaDate Ownership % Ownership % Post-MergerOwnership %As ofOrbis December 31, 5.3%1 8.7%2 NA2011Orbis As of June 30, 3.9%3 7.8%4 5.0%2012 1 1 1 11 Amended SEC Schedule 13G filing dated April 4, 2012.2 SEC Schedule 13G filed by OIML on February 13, 2012,3 SEC Form 13F filing dated August 14, 2012.4 SEC Form 13F filing dated August 14, 2012.
 
==Enclosure==
NOC-AE-1 2002899Page 2 of 2Assuming that Orbis retained all of the shares of GenOn Energy and NRG Energy that itheld on June 30, 2012 through the date of the proposed merger, Orbis likely would ownapproximately 5.0% of the voting common stock of NRG Energy following the proposedmerger. However, Orbis does not have, and after the merger Orbis will not have, anyrights to appoint any manager or director of NRG Energy. It does not have and will nothave any special voting rights beyond those held by all other voting shareholders ofNRG Energy. Moreover, the Schedule 13G filings specifically certify that Orbis did notacquire its shares for the purpose of or with the effect of changing or influencing thecontrol of NRG Energy or GeOn Energy. See 17 CFR 240.13d-1(c)(1) (requirements forSchedule 13G filings).In addition, NRG Energy has identified that in an amended SEC Schedule 13G filingdated February 13, 2012, Blackrock, Inc., a Delaware corporation, reported that it owned10.2% of the voting common stock of NRG Energy on December 31, 2011 and that anundisclosed number of these shares are held by one or more foreign domiciledsubsidiary. Based upon more recent August 13, 2012 Form 13F filings with the SEC,NRG Energy believes that the Blackrock, Inc. and others of its affiliated group ownedapproximately 8.3% of the outstanding shares of NRG Energy on June 30, 2012. Ofthese shares, the 13F Filings indicate that approximately 1.6% of the voting shares ofNRG Energy are held by two foreign Blackrock entities: (1) Blackrock Group Limited ofthe United Kingdom (-1.2%), and (2) Blackrock Japan Co, Ltd. of Japan (-0.4%).Also, State Street Corporation, a Massachusetts corporation, has reported in aSchedule 13G dated February 9, 2012 that as of December 31, 2011, it owned 5.3% ofthe voting common stock of NRG Energy and that an undisclosed number of theseshares are held by one or more foreign domiciled subsidiary.Blackrock, Inc. and State Street Corporation are U.S. companies, and they have no rightto appoint any manager or director of NRG Energy and have no special voting rightsbeyond those held by all other voting shareholders of NRG Energy. Moreover, theirSEC filings specifically certify that they did not acquire their respective shares for thepurpose of or with the effect of changing or influencing the control of NRG Energy.
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