[Federal Register Volume 88, Number 192 (Thursday, October 5, 2023)]
[Notices]
[Pages 69237-69238]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-22135]



[[Page 69237]]

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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 50-445, 50-446, 72-74, 50-334, 50-412, 72-1043, 50-346, 
72-14, 50-440, and 72-69; NRC-2023-0100]


In the Matter of Vistra Operations Company LLC; Energy Harbor 
Nuclear Corp.; Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2; 
Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear 
Power Station, Unit No. 1; Perry Nuclear Power Plant, Unit No. 1; and 
the Associated Independent Spent Fuel Storage Installations

AGENCY: Nuclear Regulatory Commission.

ACTION: Direct and 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 Vistra Operations Company LLC 
(VistraOps) and Energy Harbor Nuclear Corp. (collectively, the 
applicants) on April 14, 2023, as supplemented by letters dated April 
20, 2023, August 7, 2023, and September 12, 2023. Specifically, the 
order approves the direct and indirect transfer of the facility 
operating licenses and general licenses held by the applicants and 
conforming amendments to the licenses related to VistraOps indirectly 
acquiring Energy Harbor Corp. and its subsidiaries and restructuring 
the upstream ownership of Comanche Peak Nuclear Power Plant, Unit Nos. 
1 and 2.

DATES: The order was issued on September 28, 2023, and is effective for 
1 year.

ADDRESSES: Please refer to Docket ID NRC-2023-0100 when contacting the 
NRC about the availability of information regarding this document. You 
may obtain publicly available information related to this document 
using any of the following methods:
    <bullet> Federal Rulemaking Website: Go to https://www.regulations.gov and search for Docket ID NRC-2023-0100. Address 
questions about Docket IDs in Regulations.gov to Stacy Schumann; 
telephone: 301-415-0624; email: <a href="/cdn-cgi/l/email-protection#8cdff8edeff5a2dfefe4f9e1ede2e2cce2feefa2ebe3fa"><span class="__cf_email__" data-cfemail="c89bbca9abb1e69baba0bda5a9a6a688a6baabe6afa7be">[email protected]</span></a>. For technical 
questions, contact the individual listed in the ``For Further 
Information Contact'' section of this document.
    <bullet> 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, at 301-415-4737, 
or by email to <a href="/cdn-cgi/l/email-protection#2a7a6e7804784f59455f58494f6a445849044d455c"><span class="__cf_email__" data-cfemail="7b2b3f2955291e08140e09181e3b150918551c140d">[email protected]</span></a>. The order, the NRC staff safety 
evaluation, and the draft conforming amendments are available in ADAMS 
under Package Accession No. ML23237B448.
    <bullet> NRC's PDR: The PDR, where you may examine and order copies 
of publicly available documents, is open by appointment. To make an 
appointment to visit the PDR, please send an email to 
<a href="/cdn-cgi/l/email-protection#faaabea8d4a89f89958f88999fba948899d49d958c"><span class="__cf_email__" data-cfemail="fcacb8aed2ae998f93898e9f99bc928e9fd29b938a">[email protected]</span></a> or call 1-800-397-4209 or 301-415-4737, between 8 
a.m. and 4 p.m. eastern time (ET), Monday through Friday, except 
Federal holidays.

FOR FURTHER INFORMATION CONTACT: Robert Kuntz, Office of Nuclear 
Reactor Regulation, U.S. Nuclear Regulatory Commission, Washington, DC 
20555-0001; telephone: 301-415-3733; email: <a href="/cdn-cgi/l/email-protection#60320f020512144e2b150e141a200e12034e070f16"><span class="__cf_email__" data-cfemail="0b5964696e797f25407e657f714b657968256c647d">[email protected]</span></a>.

SUPPLEMENTARY INFORMATION: The text of the order is attached.

    Dated: September 29, 2023.

    For the Nuclear Regulatory Commission.
Robert F. Kuntz,
Senior Project Manager, Plant Licensing Branch III, Division of 
Operating Reactor Licensing, Office of Nuclear Reactor Regulation.

Attachment--Order Approving Direct and Indirect Transfer of Licenses 
Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2; Beaver Valley 
Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power Station, 
Unit No. 1; Perry Nuclear Power Plant, Unit No. 1; and the Associated 
Independent Spent Fuel Storage Installations

UNITED STATES OF AMERICA

NUCLEAR REGULATORY COMMISSION

In the Matter of: VISTRA OPERATIONS COMPANY LLC, COMMANCHE PEAK POWER 
COMPANY LLC, ENERGY HARBOR NUCLEAR CORP., AND ENERGY HARBOR NUCLEAR 
GENERATION LLC; (Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2; 
Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear 
Power Station, Unit No. 1; Perry Nuclear Power Plant, Unit No. 1; and 
the Associated Independent Spent Fuel Storage Installations)
Docket Nos. 50-445, 50-446, 72-74, 50-334, 50-412, 72-1043, 50-346, 72-
14, 50-440, and 72-69
License Nos. NFP-87, NFP-89, DPR-66, NPF-73, NPF-3, and NPF-58

ORDER APPROVING DIRECT AND INDIRECT TRANSFER OF LICENSES AND DRAFT 
CONFORMING LICENSE AMENDMENTS

I.

    This order pertains to the following licenses (collectively, the 
Licenses):
    <bullet> Facility Operating License Nos. NFP-87 and NFP-89 for 
Comanche Peak Nuclear Power Plant, Unit Nos. 1 and 2 (Comanche Peak), 
respectively, and the general license for the associated independent 
spent fuel storage installation (ISFSI). Comanche Peak is located in 
Somervell County, Texas, and Vistra Operations Company LLC (VistraOps) 
and Comanche Peak Power Company LLC (CPPC) are the licensees.
    <bullet> Renewed Facility Operating License Nos. DPR-66 and NPF-73 
for Beaver Valley Power Station, Unit Nos. 1 and 2 (Beaver Valley), 
respectively, and the general license for the associated ISFSI. Beaver 
Valley is located in Beaver County, Pennsylvania, and Energy Harbor 
Nuclear Corp. (EHNC) and Energy Harbor Nuclear Generation LLC (EHNG) 
are the licensees.
    <bullet> Renewed Facility Operating License No. NPF-3 for Davis-
Besse Nuclear Power Station, Unit No. 1 (Davis-Besse) and the general 
license for the associated ISFSI. Davis-Besse is located in Ottawa 
County, Ohio, and EHNC and EHNG are the licensees.
    <bullet> Facility Operating License No. NPF-58 for Perry Nuclear 
Power Plant, Unit No. 1 (Perry) and the general license for the 
associated ISFSI. Perry is located in Lake County, Ohio, and EHNC and 
EHNG are the licensees.

II.

    By application dated April 14, 2023 (Agencywide Documents Access 
and Management System (ADAMS) Accession No. ML23104A423), as 
supplemented by letters dated April 20, 2023 (ML23110A788), August 7, 
2023 (ML23219A106), and September 12, 2023 (ML23255A061), VistraOps, on 
behalf of itself, CPPC and certain other affiliates, and EHNC, acting 
on behalf of itself and EHNG (collectively, the Applicants), requested, 
pursuant to Section 184 of the Atomic Energy Act of 1954, as amended 
(the Act), and Title 10 of the Code of Federal Regulations (10 CFR) 
sections 50.80, ``Transfer of licenses,'' and 72.50, ``Transfer of 
license,'' that the U.S. Nuclear Regulatory Commission (NRC, the 
Commission) consent to the direct and indirect transfer of control of 
the Licenses.
    Specifically, the application requests that the NRC consent to the 
license

[[Page 69238]]

transfers resulting from a proposed transaction, as further described 
in a Transaction Agreement, pursuant to which VistraOps will acquire 
Energy Harbor Corp. (EHC) and its subsidiaries and will restructure the 
upstream ownership of Comanche Peak. As part of the proposed 
transaction, EHNC's and EHNG's parent, EHC, will become an indirect 
subsidiary of VistraOps via merger (such indirect subsidiary that will 
survive the merger is referred to herein as VOC Sub). Following such 
merger, VOC Sub's indirect parent company, tentatively referred to as 
Special Purpose Entity 2 LLC (Vistra Vision), will be indirectly owned 
and controlled by VistraOps, which will have an 85 percent ownership 
interest in Vistra Vision, and the remaining 15 percent ownership 
interest will be held by certain former shareholders of EHC, accounts 
managed by Avenue Capital Management II, L.P. and Nuveen Asset 
Management, LLC, and potentially certain other investors. As a result 
of the proposed transaction, EHNC and EHNG will become indirect 
subsidiaries of VistraOps. For business and tax purposes, the proposed 
transaction will also create three new indirect subsidiaries of 
VistraOps between VistraOps and CPPC, resulting in an indirect transfer 
of control of the Comanche Peak licenses.
    Pursuant to 10 CFR 50.90, ``Application for amendment of license, 
construction permit, or early site permit,'' the application also 
requests conforming amendments to the Licenses to reflect the proposed 
transfer.
    On May 22, 2023, the NRC published a notice of consideration of 
approval of the application in the Federal Register (88 FR 32807). This 
notice provided an opportunity to comment, request a hearing, and 
petition for leave to intervene on the application. No requests for 
hearing or public comments were received.
    Pursuant to 10 CFR 50.80, no license for a production or 
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, 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, the NRC staff has determined that VistraOps is 
qualified to hold the Licenses to the extent proposed in the 
application, as supplemented, and that transfer of the Licenses is 
otherwise consistent with applicable provisions of law, regulations, 
and orders issued by the Commission pursuant thereto, subject to the 
conditions set forth below.
    Upon review of the application, as supplemented, for conforming 
license amendments to reflect the transfer, the NRC staff has 
determined that:
    (1) The application, as supplemented, complies with the standards 
and requirements of the Act and the Commission's rules and regulations 
set forth in 10 CFR chapter I.
    (2) The facilities will operate in conformity with the application, 
as supplemented, the provisions of the Act, and the rules and 
regulations of the Commission.
    (3) There is reasonable assurance that the activities authorized by 
the amendments can be conducted without endangering the health and 
safety of the public and that such activities will be conducted in 
compliance with the Commission's regulations.
    (4) The issuance of the amendments will not be inimical to the 
common defense and security or to the health and safety of the public.
    (5) The issuance of the amendments will be in accordance with 10 
CFR part 51 of the Commission's regulations and all applicable 
requirements have been satisfied. The findings set forth above are 
supported by an NRC staff safety evaluation dated the same date as this 
order, which is available at ADAMS Accession No. ML23237B430 (non-
proprietary).

III.

    Accordingly, pursuant to Sections 161b, 161i, and 184 of the Act, 
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 license transfer 
application, as described herein, is approved, subject to the following 
conditions:
    1. At least 5 business days before the closing of the proposed 
transaction, the Applicants shall submit, under oath or affirmation, 
the following information to the NRC in accordance with 10 CFR part 50: 
the names, addresses, and citizenship of the directors and principal 
officers of Special Purpose Entity 1 LLC, Special Purpose Entity 2 LLC, 
Special Purpose Entity 3 LLC, and Special Purpose Entity 2 LLC Managing 
Member LLC.
    2. VistraOps shall provide satisfactory documentary evidence to the 
Director of the Office of Nuclear Reactor Regulation that, as of the 
date of the license transfer, the licensees reflected in the amended 
licenses have obtained the appropriate amount of insurance required of 
a licensee under 10 CFR part 140 and 10 CFR 50.54(w).
    It is further ordered that after receipt of all required regulatory 
approvals of the proposed license transfer, the Applicants shall inform 
the Directors of the Office of Nuclear Reactor Regulation and the 
Office of Nuclear Material Safety and Safeguards in writing of such 
receipt no later than 5 business days prior to the date of the 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 
and for good cause shown, such date may be extended by order. The 
conditions 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 license 
transfer, are approved. The amendments shall be issued and made 
effective at the time the proposed transfer actions are completed.
    This order is effective upon issuance.
    For further details with respect to this order, see the application 
dated April 14, 2023, as supplemented by letters dated April 20, 2023, 
August 7, 2023, and September 12, 2023, 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 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 <a href="/cdn-cgi/l/email-protection" class="__cf_email__" data-cfemail="2f5f4b5d015d4a5c405a5d4c4a6f415d4c01484059">[email protected]</a>.

    Dated: September 28, 2023.

    For the Nuclear Regulatory Commission.

/RA Michael King for/

Andrea D. Veil,

Director, Office of Nuclear Reactor Regulation.

/RA Robert Lewis for/

John W. Lubinski,

Director, Office of Nuclear Material Safety and Safeguards.

[FR Doc. 2023-22135 Filed 10-4-23; 8:45 am]
BILLING CODE 7590-01-P


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