ML100140375
| ML100140375 | |
| Person / Time | |
|---|---|
| Site: | Aerotest |
| Issue date: | 01/07/2010 |
| From: | Haemer R Pillsbury, Winthrop, Shaw, Pittman, LLP |
| To: | Annette Vietti-Cook NRC/SECY |
| SECY RAS | |
| References | |
| 50-228-LR | |
| Download: ML100140375 (11) | |
Text
DOCKETED
~lllsDur~
USNRC January 12, 2010 (3:11 p.m.)
OFFICE OF SECRETARY RULEMAKINGS AND Pillsbury Winthrop Shaw Pittman LLP ADJUDICATIONS STAFF 2300 N Street, NW I Washington, DC 20037-1122 I tel 202.663.8000 I fax 202.663.8007 Robert B. Haemer tel 202.663.9086 roberLhaemer@pillsburylaw.com License No. R-98 January 7, 2010 Secretary U.S. Nuclear Regulatory Commission Washington, D.C. 20555-0001 Attn: Rulemakings and Adjudication Staff Aerotest Radiography and Research Reactor Docket No. 50-228 Request for Extension To Consider The Proposed Denial of A Renewal Request Ladies and Gentlemen:
By letter dated July 9, 2009, the Director, Office of Nuclear Reactor Regulation, U.S.
Nuclear Regulatory Commission ("the Director") informed Aerotest Operations, Inc.
("Aerotest") that the NRC was proposing to deny Aerotest's application for renewal of the license for the Aerotest Radiograph and Research Reactor ("ARRR"), Facility Operating License I'lo. R-98. The Director's letter stated that Aerotest had the right to demand a hearing within 20 days of the date of the letter. On July 24, 2009, in response to Aerotest's July 21, 2009 request for extension, the Director extended the date to request a hearing until September 8, 2009. On September 11, 2009, in response to a request by Aerotest dated September 4, 2009, the Director extended the date to request a hearing until November 9, 2009. On November 17, 2009, in response to a request by Aerotest dated I'lovember 2, 2009, the Director extended the date to request a hearing until January 8, 2010.
The Director's July 9 letter stated that the reason for the proposed denial was the Nuclear Regulatory Commission's ("~IRC's") determination that Aerotest had allegedly failed to comply with the NRC's requirements relating to foreign ownership, control, or domination.
On June 18, 2009, Autoliv ASP, Inc. (parent corporation of Aerotest) and X-Ray Industries, Inc. (the "Parties") entered into a non-binding letter of intent for the sale of the ARRR to X-Ray Industries, Inc. On January 7, 2010, the Parties submitted a joint
Pillsbury Winthrop Shaw Pittman LLP 2300 N Street, NW I Washington, DC 20037-1122 I tel 202.663.8000 I fax 202.663.8007 letter requesting the NRC to evaluate the indirect transfer of the license for ARRR to X Ray Industries, Inc. Therefore, pursuant to 10 C.F.R. §§ 2.103(b)(2) and 2.346(b),
Aerotest requests an additional 60-day extension (to March 9, 2010) to consider whether to request a hearing with respect to the proposed denial.
The 60 days requested is expected to provide time for the Parties to complete negotiations for the potential sale of the ARRR and for the NRC to review the license transfer request.
Counsel for Aerotest Operations, Inc.
cc: U.S. NRC Office of Nuclear Reactor Regulation/NRLPO U.S. NRC Region IV, Regional Administrator NRC, NRR (C. Montgomery)
NRC, OGC (C. Safford)
X-Ray Industries ~
AEROTEST OPERATIONS, INC.
M5~FosrOIU'WAV* SAN~{CA 'lMB8.3 * (~<<IQ.121a* FAX~~}e;..1?16 Docket No. 50*228 RE: 1D C.F.R § 50.80(a)
,January 7,2010 Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.c. 20555-0001 Aerotest Radiography and Research Reactor License No. R*98 ReQuest for Order for indirect Transfer ofUcense Pursuant to 10 CFR §50.80(a). this letter requests that the US, Nuctear Regulatory Commission provide written consentto the indirect transfer ofcontrol of License No. R
- 98. which authorizes operatioTtofihe Aerotest Radiography and Researcl1 Reactor
("ARRR"), The transfer oftnis license is being requested in conne.ctionwlth the potential stock sale of ,A.erotest Operations, Inc. C'Aerotest") from Autoliv ASP, Inc. (current parent corporation of Aerotest) ("Seller") to X-Ray Industries, Inc. ("Buyer") (collecUvely, the "Parties")
This letter requests prior consent to the indirect tmnsfer of control of the license. The Palties understand that the NRC has initiatives underway to simplify and streamline licensing ~ctlom; 'for research and test reactors, partiCUlarly for tl10S8 reactDrs under 250kw, like the ARRR NRC Staff Requirements Memorandum, SECY 08-161 of March 26,2009 The NRC has not issued guidance on indirect license transfer requests specific ~o test and ies8arch re*actors. Consistent with th..:: NRC streamlining initiative, this letter follows the format for requests for indirect transfer of materials licenses suggested by Guidance About Changes of Control and About Bonlfruptoy Involving Byproduct, Source, or Special Nuc}eer Materials Licenses, NUREG '1556, VoL '15. i\pp.
F.
1} Provid<l? a complete description of the tjansacHon (transfer of stoci~s () f assets, or merger). Indicate whetner the name has changed and irlClude the new name. InClude the name and telephone number of a licensee contact Who NRC may contact if more information is netidecL
- a. Description of Transaction. Aerotest owns the ARRR in San Ramon, California. The ARRR performs neutron radiography and other testing services critical to aerospace and defense industries, Seller intends to sell the all the stock in Aerotest to Buyer upon completion of commercial negotjations, Buyer has over 60 years experience in providing radiation-based non-destructive testing services. Buyer holds a current radioactive materials licensee in the State of Ohio, and for many years has held a NRC Hcense.
The Parties p~an to consummate the transaction by the transfer from SeHer to Buyer of al! stock in Aerotest and its parent holding companies; OEl\ ,Aerospace. Inc., a California corporation and OAE, Inc., a Delaware corporation; to Buyer.
- b. No Name Change. A'her the sale of l\erotest's stock, Buyer doSS not intend 10 change the name of theARRR or Aerotest
- c. Licensee Contact Information. Scott Thams, President of X-Ray
!,ndustries, Inc., (248) 613-4155, Js the official contact for the Buyer, and Dario BrisigheRa, (801) 625-923'1, is the PresIdent of Aerotest Legal questions regarding the transaction described abovasbouid be directed to Robert B. Haerner, (202) 663-9086.
- 2) Describe any changes in personnel or duties that relate to ttl!; licensed program. include training and experience for new personnel.
The Parties are aware of no changes in personnel or duties related to the Hcensed programs< The Buyer intends to retain the current management ~eam at the facility, except Scott W. Thams wilt replace Daria BrlslgheHa. 1\ summary ot his relevant experience is provided in Attachment 3.
- 3) Describe any changes in thill organization, location, facllitioB, <tJquipmont or procedures that relt1lte to the licensed program.
Tt1e Parties are aware of no changes in the organization. location, facilities.
equipment or procedur-es that rerate to tne licensed programs.
- 4) Describe the status ofthe surveillance program (surveys, wipe tests, qualiDj control) at the present time and the expected status at the tIme that
.control is to be tl'a:nsferred.
The US hiuclear R.egulatory Commission conducted an inspection aHne activities under License R-98 on June 8-11, 2009. No iterns of non-comoHance were found during that inspection, The present surveillance programs h~we not changed since those inspectioTls< It is not expected that any of the surveillanoe programs will change at the time control is transferred.
- 5) Confirm that all records conoerning the safe and effective decommissioning of the facHFty wilt be transferred to the transferee or to NRC, 3S appropriate. These records include documentation of sUlrVeys of ambient radiation levels anD fixed ana/or removable contamination, including methods and sensitivity.
Aeratest and the Parties certify -that all records relating to the ARRR will be transferred to the Buyer upon closing, including any reoords described in item #5.
- 6) Confirm thatthe transferee will abide by all constraints, conditions, requirements and commitments of the transf ! roror that Uletransferee will submit a complete description of the proposed licensed program.
The Buyer, by means of a letter attached hereto as Attachment 2, has given assurances to the SeHer that It intends to abide by aU constraints, conditions, requirements and commitments of Aeratest UpOI1 completing the acquisition.
As surnmariZBd above, stocl( sale described above will have no impact on the assurance that Aerotes! will continue to operate the ARRR in conformance with NRC regulatlons, without endangering the health and s.afety of the public or the common defense and security. There are no adverse changes in the areas of financial and technical qualification and no changes requiring antitrust Of environmental review. This transfer is categoricaliy exempt from environmental review.
This indirect transfer ofo'ijvnership will resuftin no ch,mge to the organi~ation, procedures.
orpoiicies of Aerotest. The current iicensee, ,.l'\erotest, is unchanged.
This indirect transfer of ownership will result in no effect on iinancia! qualifications. This change ",vill not alter Aerotest's costs or revenLJes. Decommissioning assurance will be provided by a trust fund and the commitment by X-Ray lndw:l'tries to comply with the NRC decommissioning financial assurance requJrernents to provrde additional deposits from revenues derIved from operating ARRR for the first five years. The decommissioning
'funding provides reasonable assurance adequate funds wifl be available for radiological decommissioning as described in Attachment 1.
No Restricted Data or classified National Security Information is associated ';\lith the
..L\RRR or its license.
Aerotest, on its own behalf and on behalf of the Parties. requests that you review this information and provide \lvrltten consent b this indirect license transfer effectiv-e upon the closing of the acquisition.
If you have any questions regarding this submittal. please contact Robert B. Haemer.
counsel to Aerotest, at (202) 663-9086 or fobert.haemer@pillsburylaw.com.
Sincerely,
(~~~
'VC'~
- .,v** __
\ "\ '-----------::::::-~
-.......
~tt '~. Thams.
Pres*itMnt, X-Ray Industries, Inc.
Eric R. Swanson Assistant General Counsel Autoliv ASP, Inc.
Attachments: 1) Decommissioning Funding Analysis for ARRR
- 2) X-Ray Industries, Inc. Letter of Commitment
- 3) Summary of Relevant Experience of Scott W. Thams cc: U.S. NRC Office of Nuclear Reactor Regulation/NRLPO U.S. NRC Region rv, Regional Administrator NRC, NRR (C. Montgomery)
NRC, OGe (C. Safford)
Docket No. 50~22a License No, R*98 Attachment 1 Decommissioning Funding Analysis for Aerotest Radiography and Researctl Reactor DecommissiDning estimate $2,300,000 Present Vallie (PV) Factor 0.5 2% real rate of return to 2045 AmOtlllt needed $1,150,000 Estimate times PV ractor Amount available iniiielly $2,000,000 Attached Buyer's commitment Amount available in 2015 $3,250,000 j.I,rtached Buyer's commitment
DocketNo. 50..228 Ucens No. R-98 Attachment 2 X~Ray Industries Inc. Letter of Commitment I
NONDESTRUCTIVE TESTING X-Ray: i* ' ; ..
X-Ray' Gamma & High Energy Radiography
- Digital Racliography Magnetic Particle
- Liquid Penetrant For all your nondestructive lesting needs Ultrasonic. Eddy Curtant. High Voluma Sorting Chemical Processing. Metal Finishing Docket No. 50.228 RE: 10 C.F.R. § 50.80(a)
January 6,2010 Document Control Desk U.S. Nuclear Regulatory Commission Washington, D.C. 20555*()001 Aerotest Radiography and Research Reactor License No. R*98 Buyer Commitment X-Ray Industries, Inc. ("Buyer") is considering acquiring the ownership of the stock and business of Aerotest Operations, Inc. ("Aeratest") from AutoJiv ASP, Inc. (current parent corporation of Aeratest)
("Sellet). A date certain for this transaction has not been determined, although it is expected to occur on or before July 30, 2010. If Buyer acquires Aerotes!, Buyer intends to continue operation of the facility in a manner substantially identical to that of the Seller. including all operations subject to Reactor license R 98 (Aeratest Radiography and Research Reactor ("ARRR") License").
Buyer understands that under the terms of the ARRR license, Seller is SUbject to a number of constraints, conditions, requirements, and commitments. Prior to the acquisition, Seller will remain responsible for compliance with the ARRR Hcense and any violations that occur prior to the effective date of the acqUisition. After the effect date of the acqUisition, Buyer agrees to abide by all of the constraints, conditions, requirements, and commitments of the ARRR License and any violations that occur after the effective dete of the acquisition.
Upon license transfer, Bllyer will establish 8 decommissioning trust fund in the amount of $2,000,000 consistent with 10 C.F,R. 50.75(e)(1) under berms acceptable to the NRC. A draft of the trust documents will be submitled to the NRC for review at a later date. In addition, Buyer wlll deposit in10 this decommissioning trust fund an additional $250,000 per year derived from revenue from operating ARRR for the first five years of operation aHer licens transfer.
I appreciate your assistance in this matter. Should YOll have any questtons, please feel free to contact me directly.
Sjncen;~ly, /'1='****-;;
- ~~tJ{
- ::**~,*'~it*?0~~ .__
\~cottW. Tbams, President, X-Ray Industries, Inc.
GC: U.S. NRC Office of Nuclear Reactor Regulation/NRlPO U.S. NRC Region IV, Regional Administrator NRC,NRR(C.Mon~ome~)
NRC, OGC (C. Saflord) 1961 Thunderbird, Troy Ml 48084 (248) 362*2242, Fax (248) 362*4422
DOGket No. 50-228 License No. R~98 Attachment 3 Summary of Relevant Experience of Scott W. Thams X-Ray industries. Inc.
A SU1IUl1al')' ofrelevanl expe:riencc for Scott W. TtJams us President of Aeratest Inc. OIll1 go forward basis:
Under the llew ownersbip, the President of. ACfOlest, Inc. wit! be Scott Thams. Mr. 'IhUffi!:has over 30 years experience in mdiation-bascd technology businesses and is current iy President/CEO of X-Ray lIldustrie-s, inc,
{www.xrayindustrics.com). He has been actively involved in the design and manufhctllring of arlvanced x-ray inspection systCllJS for many years directing the company's Test Equipment Distributors LLC subsidiary (ww\V\tednQt.qlJn). He currently lends the team thar. mana.ges several fudlides with radiation producing devices inclUding X-tny generators of evecy type, higll energy lincraccebralG.rS, Betatron gen~ratQr6, us. well :us gamma anti Jrjdlum sources, within the cnmpany's X-R~j Testing division (~\\\'.xri~Mmg&Qm). This same division of the company operates an N-Ray beam line 'for the impeclionof acrosp8cc components at the researoh reactor t'ndlit:'r' Qf
}lortb Carolina State University in Raleigh North CJlfOHnll.
Ht founded a colllpany in the medical deY ice 1'leriIization business using higb energy eJectl'oml and ha;; direct experience 'with shielding nesign fOT high radiation areas as II pa.rt nfllis involvement in the design and construction (If a dedicateo facility for that effort Tht' facility is cumm1]y ill opemtioll llsingJl W MeV, 20 leW, linear accelerator tMt was custom designed tOT' the application Witil Mr. Timms dire:cl input, Tht, (ucility was subsequen~ly 501d to Beam OneLLC {~l'~~j},hgJ)lJ'*:.9JJ,t;:'.spm}
Me Thnmsllas the fC]rVl\t1l experience to lead the technical team in pinar: currently nl Aerotest