[Federal Register Volume 88, Number 65 (Wednesday, April 5, 2023)]
[Notices]
[Pages 20193-20194]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07073]
[[Page 20193]]
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NUCLEAR REGULATORY COMMISSION
[Docket Nos. 50-387, 50-388, and 72-028; NRC-2022-0185]
In the Matter of Susquehanna Nuclear, LLC; Susquehanna Steam
Electric Station, Units 1 and 2 and the Associated Independent Spent
Fuel Storage Installation
AGENCY: Nuclear Regulatory Commission.
ACTION: Indirect transfer of licenses; order.
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SUMMARY: The U.S. Nuclear Regulatory Commission (NRC) is issuing an
order approving the application filed by Susquehanna Nuclear, LLC
(Susquehanna Nuclear), on behalf of itself and the unsecured creditors
of Talen Energy Supply, LLC, on September 29, 2022, as supplemented.
Specifically, the order approves the indirect transfer of control of
Susquehanna Nuclear's interests in the operating licenses for the
Susquehanna Steam Electric Station (Susquehanna), Units 1 and 2 and the
general license for the Susquehanna independent spent fuel storage
installation, and conforming administrative amendments to the operating
licenses.
DATES: The order was issued on March 30, 2023, and is effective for 1
year.
ADDRESSES: Please refer to Docket ID NRC-2022-0185 when contacting the
NRC about the availability of information regarding this document. You
may obtain publicly available information related to this document by
using any of the following methods:
Federal Rulemaking Website: Go to https://www.regulations.gov and search for Docket ID NRC-2022-0185. Address
questions about Docket IDs in Regulations.gov to Stacy Schumann;
telephone: 301-415-0624; email: [email protected]. For technical
questions, contact the individual listed in the For Further Information
Contact section of this document.
NRC's Agencywide Documents Access and Management System
(ADAMS): You may obtain publicly available documents online in the
ADAMS Public Documents collection at https://www.nrc.gov/reading-rm/adams.html. To begin the search, select ``Begin Web-based ADAMS
Search.'' For problems with ADAMS, please contact the NRC's Public
Document Room (PDR) reference staff at 1-800-397-4209, 301-415-4737, or
by email to [email protected]. The order, the NRC staff safety
evaluation supporting the order, and the draft conforming amendments
are available in ADAMS under Package Accession No. ML23073A126.
NRC's PDR: You may examine and purchase copies of public
documents, by appointment, at the NRC's PDR, Room P1 B35, One White
Flint North, 11555 Rockville Pike, Rockville, Maryland 20852. To make
an appointment to visit the PDR, please send an email to
[email protected] or call 1-800-397-4209 or 301-415-4737, between 8
a.m. and 4 p.m. eastern time, Monday through Friday, except Federal
holidays.
FOR FURTHER INFORMATION CONTACT: Audrey L. Klett, Office of Nuclear
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC
20555-0001; telephone: 301-415-0489; email: [email protected].
SUPPLEMENTARY INFORMATION: The text of the order is attached.
Dated: March 31, 2023.
For the Nuclear Regulatory Commission.
Audrey L. Klett,
Senior Project Manager, Plant Licensing Branch I, Division of Operator
Reactor Licensing, Office of Nuclear Reactor Regulation.
Attachment--Order Approving Indirect Transfer of Licenses and Draft
Conforming License Amendments
United States of America
Nuclear Regulatory Commission
In the Matter of Susquehanna Nuclear, LLC (Susquehanna Steam
Electric Station,) 72-28 Units 1 and 2 and the associated
independent spent fuel storage installation.
Docket Nos. 50-387, 50-388, and
Renewed License Nos. NPF-14 and NPF-22
Order Approving Indirect Transfer of Licenses and Draft Conforming
License Amendments
I.
Susquehanna Nuclear, LLC (Susquehanna Nuclear) and Allegheny
Electric Cooperative, Inc. are the holders of Renewed Facility
Operating License Nos. NPF-14 and NPF-22 and the general license for
the independent spent fuel storage installation (ISFSI)
(collectively, the licenses), which authorize the possession, use,
and operation of the Susquehanna Steam Electric Station
(Susquehanna), Units 1 and 2 and the Susquehanna ISFSI, respectively
(the facilities). The facilities are located in Luzerne County,
Pennsylvania.
II.
Pursuant to title 10 of the Code of Federal Regulations (10 CFR)
section 50.80, ``Transfer of licenses,'' and 10 CFR 72.50,
``Transfer of license,'' and by letter PLA-8015 dated September 29,
2022, as supplemented by letters PLA-8032, PLA-8039, and PLA-8057
dated October 28, 2022, December 22, 2022, and March 15, 2023,
respectively (the application), Susquehanna Nuclear, on behalf of
itself and the unsecured creditors (as described in the application)
of Talen Energy Supply, LLC (Talen Energy Supply) (collectively, the
applicants), requested that the U.S. Nuclear Regulatory Commission
(NRC, the Commission) consent to the indirect transfer of control of
Susquehanna Nuclear's interests in the licenses. The applicants
requested that the NRC consent to this indirect license transfer to
support a proposed transaction in which Susquehanna Nuclear would
continue to be directly owned by Talen Energy Supply, but which, in
turn, would be directly owned by an as-yet unnamed new parent
company identified herein as Reorganized Talen Energy Corporation.
Pursuant to 10 CFR 50.90, ``Application for amendment of license,
construction permit, or early site permit,'' the applicants also
requested that the NRC approve conforming administrative amendments
to the licenses to reflect a change in the entity (i.e., from Talen
Energy Corporation to Talen Energy Supply) responsible for providing
a financial support agreement to Susquehanna Nuclear, as well as
related editorial changes and changes regarding the investment of
decommissioning trust funds, with such amendments to be effective at
the consummation of the proposed transaction.
Susquehanna Nuclear is a direct, wholly-owned subsidiary of
Talen Energy Supply. Talen Energy Supply is a direct, wholly-owned
subsidiary of Talen Energy Corporation, the stock of which is held
by affiliates of Riverstone Holdings, LLC. Commencing on May 9,
2022, Talen Energy Supply and certain of its subsidiaries
(collectively, the debtors) each filed a voluntary case under
chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of Texas. Also on
May 9, 2022, the debtors executed a restructuring support agreement
with certain holders of the debtors' unsecured notes. On September
9, 2022, the debtors, including Susquehanna Nuclear, filed a Joint
Plan of Reorganization (the Plan) and related Disclosure Statement
in the Bankruptcy Court. Under the terms of the Plan, along with
certain supporting settlements and agreements, the debtors and Talen
Energy Corporation intend to pursue a comprehensive restructuring
pursuant to a debt-for-equity exchange in which the equity of the
ultimate direct and indirect parent of Reorganized Talen Energy
Corporation will be distributed to holders of unsecured notes claims
and general unsecured claims (together, the unsecured creditors) and
to eligible unsecured creditors that participate in a rights
offering, through which such unsecured creditors can obtain
additional shares of common equity in Reorganized Talen Energy
Corporation (the Equitization Transaction), while allowing for an
alternative transaction on certain terms, should one materialize.
The Bankruptcy Court confirmed the Plan on December 15, 2022. The
applicants also notified the NRC that the parent of Talen Energy
Supply, Talen Energy Corporation, has itself filed a voluntary case
under chapter 11 of title 11 of the United States Code, which is
jointly administered with its subsidiary debtors' chapter 11 cases.
[[Page 20194]]
Pursuant to the restructuring support agreement, the debtors
have agreed to move forward expeditiously with the confirmation and
consummation of the Plan, and to be subject to certain milestones,
including an effective date of the Plan by no later than May 9, 2023
(subject to a potential six-month extension). The applicants expect
that at the conclusion of the proposed transaction, Susquehanna
Nuclear will continue to be directly owned by Talen Energy Supply,
which, in turn, will either be, or be directly owned by, Reorganized
Talen Energy Corporation.
As a result of the Equitization Transaction set forth in the
Plan, ownership, in the form of common equity shares in Reorganized
Talen Energy Corporation will be spread among certain unsecured
creditors, a class which involves numerous entities, only four of
which are likely to exceed 5-percent ownership, and only three of
which are likely to exceed 10-percent ownership. No single holder is
expected to hold in excess of 25 percent of Reorganized Talen Energy
Corporation, and no holders will have any special control rights
over either Reorganized Talen Energy Corporation, Talen Energy
Supply (to the extent another entity serves as Reorganized Talen
Energy Corporation) or Susquehanna Nuclear.
On November 8, 2022, the NRC published a notice of consideration
of approval of the application in the Federal Register (87 FR
67511). This notice provided an opportunity to comment, request a
hearing, and petition for leave to intervene on the application. The
NRC did not receive any written comments in response to the notice.
On November 28, 2022, Eric J. Epstein submitted a petition for leave
to intervene and hearing request; on March 17, 2023, the Commission
denied this petition and hearing request and terminated the
proceeding (Memorandum and Order CLI-23-01).
Pursuant to 10 CFR 50.80, no license for a utilization facility,
or any right thereunder, shall be transferred, either voluntarily or
involuntarily, directly or indirectly, through transfer of control
of the license to any person, unless the Commission gives its
consent in writing. Pursuant to 10 CFR 72.50, no license or any part
included in a license issued under 10 CFR part 72 for an ISFSI shall
be transferred, assigned, or in any manner disposed of, either
voluntarily or involuntarily, directly or indirectly, through
transfer of control of the license to any person, unless the
Commission gives its consent in writing. Upon review of the
information in the application, as supplemented, and other
information before the Commission, and relying upon the
representations contained in the application, the NRC staff has
determined that Susquehanna Nuclear is qualified to hold the
licenses, to the extent described in the application, and that the
transfer of the licenses is otherwise consistent with applicable
provisions of law, regulations, and orders issued by the Commission
pursuant thereto, subject to the condition set forth below.
Upon review of the information in the application, as
supplemented, for conforming license amendments to reflect the
transfer, the NRC staff has determined that: (1) there is reasonable
assurance that the health and safety of the public will not be
endangered by operation in the proposed manner, (2) there is
reasonable assurance that such activities will be conducted in
compliance with the Commission's regulations, and (3) the issuance
of the amendments will not be inimical to the common defense and
security or to the health and safety of the public.
The findings set forth above are supported by an NRC staff
safety evaluation dated the same date as this order, which is
available at Agencywide Documents Access and Management System
(ADAMS) Accession No. ML23073A107 (non-proprietary).
III.
Accordingly, pursuant to Sections 161b, 161i, and 184 of the
Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i),
and 2234; and 10 CFR 50.80, 10 CFR 72.50, and 10 CFR 50.90, it is
hereby ordered that the application regarding the proposed indirect
license transfer, as described herein, is approved, subject to the
following condition:
At least 5 business days before the planned closing of the
proposed transaction, the applicants shall submit, signed under oath
or affirmation, the following information to the NRC in accordance
with 10 CFR part 50: (1) the final legal entity name of Reorganized
Talen Energy Corporation; (2) the state of incorporation and address
for Reorganized Talen Energy Corporation; and (3) the names,
addresses, and citizenship of the directors and principal officers
of Reorganized Talen Energy Corporation.
It is further ordered that after receipt of all required
regulatory approvals of the proposed transaction, the applicants
shall inform the Director of the Office of Nuclear Reactor
Regulation in writing of such receipt no later than 5 business days
prior to the planned closing of the proposed transaction. Should the
proposed transaction not be completed within 1 year of the date of
this order, this order shall become null and void, provided,
however, that upon written application to the Director of the Office
of Nuclear Reactor Regulation and for good cause shown, such date
may be extended by order. The condition of this order may be amended
upon application by the applicants and approval by the NRC.
It is further ordered that consistent with 10 CFR 2.1315(b), the
license amendments that make changes, as indicated in Enclosure 2 to
the letter forwarding this order, to reflect the subject indirect
transfer, are approved. The amendments shall be issued and made
effective when the proposed indirect transfer actions are completed.
This order is effective upon issuance.
For further details with respect to this order, see the
application dated September 29, 2022 (ML22272A603), as supplemented
by letters dated October 28, 2022, December 22, 2022, and March 15,
2023 (ML22301A204, ML22356A306, and ML23074A336, respectively), and
the associated NRC staff safety evaluation dated the same date as
this order. Publicly available documents created or received at the
NRC are accessible electronically through ADAMS in the NRC Library
at https://www.nrc.gov/reading-rm/adams.html. Persons who do not
have access to ADAMS or who encounter problems in accessing the
documents located in ADAMS, should contact the NRC Public Document
Room reference staff by telephone at 1-800-397-4209, or 301-415-
4737, or by email to [email protected].
Dated: March 30, 2023.
For the Nuclear Regulatory Commission.
Jamie M. Heisserer,
Deputy Director, Division of Operating Reactor Licensing, Office of
Nuclear Reactor Regulation.
[FR Doc. 2023-07073 Filed 4-4-23; 8:45 am]
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