NOC-AE-12002899, Supplemental Information Regarding Request for Threshold Determination Under 10 CFR 50.80 (TAC Nos. ME9166 and ME9177)

Supplemental Information Regarding Request for Threshold Determination Under 10 CFR 50.80 (TAC Nos. ME9166 and ME9177)

ML12261A334
Person / Time
Site:	South Texas
Issue date:	08/28/2012
From:	Marc-Anthony Murray South Texas
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
NOC-AE-12002899, TAC ME9166, TAC ME9177
Download: ML12261A334 (4)

Text

Nuclear Operating Company South Texas Pro/ect Ek£ftrkc Gemt/$g Station PO Box 282 Wadovorth Teams 77483 /August 28, 2012 NOC-AE-1 2002899 10 CFR 50.80 STI: 33588699 U. S. Nuclear Regulatory Commission Attention:

Document Control Desk Washington, DC 20555-0001 South Texas Project Units 1 and 2 Docket Nos. STN 50-498, STN 50-499 Supplemental 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 for Threshold Determination Under 10 CFR 50.80, dated August 1, 2012 (NOC-AE-12002895)

MLI12228A380 STP Nuclear Operating Company (STPNOC), acting on behalf of NRG South Texas LP (NRG South Texas), provided notice regarding a proposed merger involving NRG South Texas's ultimate parent company, NRG Energy, Inc. (NRG Energy). NRG South Texas is an owner licensee for 44% of South Texas Project, Units 1 and 2 (STP 1 & 2 ). STPNOC is the licensed operator of STP 1 & 2. STPNOC requested that the NRC staff review the proposed transaction described in the Reference above and make a threshold determination that it does not involve any direct or indirect transfer of control of NRG South Texas LP or its licenses for STP 1 & 2 that would require approval pursuant to 10 CFR 50.80.Attached is supplemental information regarding foreign ownership that may be helpful in reviewing 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 lu4iray Manager, Regulatory Affairs

Enclosure:

Supplemental Information Regarding Foreign Ownership NOC-AE-1 2002899 Page 2 of 2 cc: (paper copy)(electronic copy)Regional Administrator, Region IV U. S. Nuclear Regulatory Commission 1600 East Lamar Boulevard Arlington, TX 76011-4511 Balwant K. Singal Senior Project Manager U.S. Nuclear Regulatory Commission One White Flint North (MS 8 B1)11555 Rockville Pike Rockville, MD 20852 Senior Resident Inspector U. S. Nuclear Regulatory Commission P. O. Box 289, Mail Code: MNl16 Wadsworth, TX 77483 C. M. Canady City of Austin Electric Utility Department 721 Barton Springs Road Austin, TX 78704 A. H. Gutterman, Esquire Morgan, Lewis & Bockius LLP Balwant K. Singal U. S. Nuclear Regulatory Commission John Ragan Chris O'Hara Jim von Suskil NRG South Texas LP Kevin Polio Richard Pena City Public Service Peter Nemeth Crain Caton & James, P.C.C. Mele City of Austin Richard A. Ratliff Texas Department of State Health Services Alice Rogers Texas Department of State Health Services Enclosure NOC-AE-1 2002899 Page 1 of 2 Supplemental Information Regarding Foreign Ownership NRG Energy, Inc. ("NRG Energy") and GenOn Energy, Inc. ("GenOn Energy") are both Delaware corporations that are publicly traded companies.

Their securities are traded on 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. Miller Spencer Abraham Robert C. Murray Terry G. Dallas Laree E. Perez Thomas H. Johnson Evan J. Silverstein Elizabeth A. "Betsy" Moler William L. Thacker Four of these existing GenOn Energy directors, including the Chairman of the GenOn Energy Board of Directors, Edward R. Muller, are expected to join the Board of Directors of NRG Energy in connection with the merger.In addition, NRG Energy has reviewed public records to identify any potential foreign shareholders.

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 Exchange Commission

("SEC"). Based upon these filings with the SEC, NRG Energy is aware of one alien, foreign corporation, or foreign government that held or may have held more than 5% of the securities of NRG Energy as of December 31, 2011 or that owns more than 5% of GenOn Energy.Orbis Investment Management (U.S.), LLC ("OIMUS"), a Delaware limited liability company, has reported shares held by OIMUS and two Bermuda based affiliated companies, Orbis Investment Management Ltd ("OIML") and Orbis Asset Management Ltd ("OAML") (together, "Orbis").

The following Table summarizes the Orbis holdings, based upon the available public records: Entity SEC Filing NRG GenOn Pro Forma Date Ownership

% Ownership

% Post-Merger Ownership

%As of Orbis December 31, 5.3%1 8.7%2 NA 2011 Orbis As of June 30, 3.9%3 7.8%4 5.0%2012 1 1 1 1 1 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 2002899 Page 2 of 2 Assuming that Orbis retained all of the shares of GenOn Energy and NRG Energy that it held on June 30, 2012 through the date of the proposed merger, Orbis likely would own approximately 5.0% of the voting common stock of NRG Energy following the proposed merger. However, Orbis does not have, and after the merger Orbis will not have, any rights to appoint any manager or director of NRG Energy. It does not have and will not have any special voting rights beyond those held by all other voting shareholders of NRG Energy. Moreover, the Schedule 13G filings specifically certify that Orbis did not acquire its shares for the purpose of or with the effect of changing or influencing the control of NRG Energy or GeOn Energy. See 17 CFR 240.13d-1(c)(1) (requirements for Schedule 13G filings).In addition, NRG Energy has identified that in an amended SEC Schedule 13G filing dated February 13, 2012, Blackrock, Inc., a Delaware corporation, reported that it owned 10.2% of the voting common stock of NRG Energy on December 31, 2011 and that an undisclosed number of these shares are held by one or more foreign domiciled subsidiary.

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 owned approximately 8.3% of the outstanding shares of NRG Energy on June 30, 2012. Of these shares, the 13F Filings indicate that approximately 1.6% of the voting shares of NRG Energy are held by two foreign Blackrock entities:

(1) Blackrock Group Limited of the United Kingdom (-1.2%), and (2) Blackrock Japan Co, Ltd. of Japan (-0.4%).Also, State Street Corporation, a Massachusetts corporation, has reported in a Schedule 13G dated February 9, 2012 that as of December 31, 2011, it owned 5.3% of the voting common stock of NRG Energy and that an undisclosed number of these shares are held by one or more foreign domiciled subsidiary.

Blackrock, Inc. and State Street Corporation are U.S. companies, and they have no right to appoint any manager or director of NRG Energy and have no special voting rights beyond those held by all other voting shareholders of NRG Energy. Moreover, their SEC filings specifically certify that they did not acquire their respective shares for the purpose of or with the effect of changing or influencing the control of NRG Energy.