[Federal Register Volume 83, Number 130 (Friday, July 6, 2018)]
[Notices]
[Pages 31572-31574]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-14489]


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NUCLEAR REGULATORY COMMISSION

[Docket Nos. 701151, 700036, 11004036, 11004358, 11004552, 11004670, 
11004736, 11004752, 11004918, 11005042, 11005057, 11005536, 11005678, 
11005908, 11006001, 11006014, 11006040, 11006060, 11006085, 11006217, 
11004990, 11005031, 11005224, 11005357, 11006233, 11005472, 11006011, 
11006216, 11005639, 11005030, 11005968; NRC-2018-0135]


Order Approving Indirect Transfer of Control of License: 
Westinghouse Electric Company, LLC

AGENCY: Nuclear Regulatory Commission.

ACTION: Indirect transfer of license; order.

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SUMMARY: The U.S. Nuclear Regulatory Commission (NRC) issued an Order 
approving the indirect transfer of several licenses for Westinghouse 
Electric Company, LLC (Westinghouse). Westinghouse is the holder of 
special nuclear materials (SNM) license numbers SNM-1107 and SNM-33, 
which authorize the possession and use of SNM at the Columbia Fuel 
Fabrication Facility in Hopkins, South Carolina, and Hematite Fuel 
Fabrication Facility in Festus Township, Missouri, respectively. 
Westinghouse is also the holder of several export licenses as noted in 
the Order. The Order approves the indirect transfer of control of the 
these licenses resulting from the acquisition of Westinghouse's 
intermediate parent company, TSB Nuclear Energy Services Inc., by 
Brookfield WEC Holdings Inc., a Delaware limited liability company, 
which is ultimately owned and controlled by Brookfield Asset Management 
Inc., a Canadian company. The Order became effective upon issuance.

DATES: The Order was issued on June 28, 2018, and is effective until 
June 28, 2019.

ADDRESSES: Please refer to Docket ID NRC-2018-0135 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 Web Site: Go to http://www.regulations.gov and search for Docket ID NRC-2018-0135. Address 
questions about NRC dockets to Jennifer Borges; telephone: 301-287-
9127; e-mail: <a href="/cdn-cgi/l/email-protection#5218373c3c3b3437207c103d20353721123c20317c353d24"><span class="__cf_email__" data-cfemail="0c46696262656a697e224e637e6b697f4c627e6f226b637a">[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 http://www.nrc.gov/reading-rm/adams.html. To begin the search, select ``ADAMS Public Documents'' and 
then 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 e-mail to <a href="/cdn-cgi/l/email-protection#8dfde9ffa3ffe8fee2f8ffeee8cde3ffeea3eae2fb"><span class="__cf_email__" data-cfemail="106074623e6275637f65627375507e62733e777f66">[email protected]</span></a>. The 
ADAMS accession number for each document referenced (if it is available 
in ADAMS) is provided the first time that it is mentioned in this 
document. The ADAMS accession number for the package containing the 
Order and Safety Evaluation Report is ML18162A027.
    <bullet> NRC's PDR: You may examine and purchase copies of public 
documents at the NRC's PDR, Room O1-F21, One White Flint North, 11555 
Rockville Pike, Rockville, Maryland 20852.

FOR FURTHER INFORMATION CONTACT: Marilyn Diaz, Office of Nuclear 
Material Safety and Safeguards, U.S. Nuclear Regulatory Commission, 
Washington, DC 20555[dash]0001; telephone: 301-415-7110, e-mail: 
<a href="/cdn-cgi/l/email-protection#b2ffd3c0dbdecbdc9cf6dbd3c8dfd3ded6dddcd3d6ddf2dcc0d19cd5ddc4"><span class="__cf_email__" data-cfemail="226f43504b4e5b4c0c664b43584f434e464d4c43464d624c50410c454d54">[email protected]</span></a>.

SUPPLEMENTARY INFORMATION: The text of the Order is attached.

    Dated at Rockville, Maryland, this 2nd day of July, 2018.

    For the Nuclear Regulatory Commission.
Craig G. Erlanger,
Director, Division of Fuel Cycle Safety, Safeguards, and Environmental 
Review, Office of Nuclear Material Safety and Safeguards.

[[Page 31573]]

Attachment--Order Approving Indirect Transfer of Control of License

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION

In the Matter of Westinghouse Electric Company, LLC.

EA-28-084; Docket Nos. 70-1151, 70-0036, 11004036,11004358, 11004552, 
11004670, 11004736,11004752, 11004918, 11005042, 11005057, 11005536, 
11005678, 11005908, 11006001, 11006014, 11006040, 11006060,11006085, 
11006217, 11004990, 11005031,11005224, 11005357, 11006233, 11005472, 
11006011, 11006216, 11005639, 11005030, 11005968

License Nos. SNM-1107, SNM-33, XCOM1014, XCOM1047, XCOM1072, XCOM1082, 
XCOM1093, XCOM1094, XCOM1102, XCOM1111, XCOM1113, XCOM1116, XCOM1170, 
XCOM1188, XCOM1219, XCOM1246, XCOM1249, XCOM1252, XCOM1255, XCOM1262, 
XCOM1298, XSNM3006, XSNM3034, XSNM3163, XSNM3264, XSNM3461, XSNM3702, 
XSNM3769, XR169, XR176, XR178

ORDER APPROVING THE INDIRECT TRANSFER OF CONTROL OF LICENSES

I

    Westinghouse Electric Company, LLC (Westinghouse), is the holder of 
materials license numbers SNM-1107 and SNM-33, which authorize the 
possession and use of special nuclear material (SNM) at the Columbia 
Fuel Fabrication Facility (CFFF) in Hopkins, South Carolina, and 
Hematite Fuel Fabrication Facility (Hematite) in Festus Township, 
Missouri, respectively. Westinghouse is also the holder of export 
license numbers. XCOM1014, XCOM1047, XCOM1072, XCOM1082, XCOM1093, 
XCOM1094, XCOM1102, XCOM1111, XCOM1113, XCOM1116, XCOM1170, XCOM1188, 
XCOM1219, XCOM1246, XCOM1249, XCOM1252, XCOM1255, XCOM1262, XCOM1298, 
XSNM3006, XSNM3034, XSNM3163, XSNM3264, XSNM3461, XSNM3702, XSNM3769, 
XR169, XR176, and XR178.

II

    By letter dated March 21, 2018 (ADAMS Accession Number 
ML18086B504), and supplemented by letters dated April 10, 2018 (ADAMS 
Accession Number ML18100B265), April 26, 2018 (ADAMS Accession Number 
ML18116A673), April 27, 2018 (ADAMS Accession Number ML18123A213), and 
May 24, 2018 (ADAMS Accession Number ML18144A994) (collectively, the 
Application), Westinghouse requested the NRC's consent to the indirect 
transfer of control of the licenses listed above. The Application 
describes the indirect transfer of control of Westinghouse from Toshiba 
Corporation (Toshiba) to Brookfield WEC Holdings Inc. (WEC Holdings), 
which is ultimately owned and controlled by Brookfield Asset Management 
Inc. (BAM), a Canadian global alternative asset manager, through a 
series of intermediate holding companies and investment funds.
    Westinghouse is currently a wholly owned subsidiary of Toshiba, a 
Japanese Corporation. On March 29, 2017, Westinghouse and its immediate 
parent, TSB Nuclear Energy Services Inc. (TSB Services), and other 
affiliated entities, filed petitions for bankruptcy protection in the 
United States Bankruptcy Court for the Southern District of New York 
(Bankruptcy Court). On January 12, 2018, Brookfield WEC Holdings LLC 
(BWH), TSB Services, and Toshiba Nuclear Energy Holdings (UK) Limited 
entered into a Plan Funding Agreement that provides, among other 
things, for the acquisition by BWH of 100 percent ownership of TSB 
Services. BWH is a special purpose vehicle established under Delaware 
law and is ultimately controlled by BAM. Upon closing of the 
transaction, BWH will assign, and WEC Holdings will assume, the 
transaction documents and WEC Holdings will acquire Westinghouse. Like 
BWH, WEC Holdings is also ultimately controlled by BAM through a series 
of intermediate holding companies and investment funds. At the closing 
under the transaction, WEC Holdings will have acquired 100 percent 
ownership of TSB Services and, indirectly, Westinghouse. The 
transaction is the basis of Westinghouse's Plan of Reorganization that 
the Bankruptcy Court confirmed on March 28, 2018.
    There will be no direct transfer of control involved with the 
transaction because Westinghouse will continue to be the licensee. 
There will also be no change in the management or technical personnel 
responsible for licensed activities. The current safety, security, and 
licensing organizations within Westinghouse will remain unchanged. 
Additionally, there are no planned changes in the operational 
organization, location, facilities, equipment, or procedures associated 
with the NRC licenses, and there will be no changes in Westinghouse 
operating procedures, emergency procedures, or decommissioning 
financial assurance. Because the licensee remains the same, there will 
be no physical transfer of any records concerning the safe and 
effective decommissioning of the facility, public dose, and waste 
disposal, and such records will remain with Westinghouse. No physical 
or operational changes affecting the Westinghouse sites and licensed 
activities were proposed in the Application.
    Westinghouse requested the NRC's consent to the indirect transfer 
of control, 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 70.36 and 110.50. A notice of receipt of the 
Application and opportunity to request a hearing and provide written 
comments was published in the Federal Register on May 14, 2018 (83 FR 
22294). The NRC did not receive any comments or requests for a hearing 
in response to the notice.
    Section 184 of the Atomic Energy Act of 1954 (AEA) provides that no 
NRC license shall be transferred, assigned, or in any manner disposed 
of, directly or indirectly, through transfer of control of any license 
to any person unless the Commission, after securing full information, 
finds that the transfer is in accordance with the provisions of the 
AEA, and gives its consent in writing. Pursuant to 10 CFR 70.36, no 10 
CFR part 70 license shall be transferred, assigned, or in any manner 
disposed of, either voluntarily or involuntarily, directly or 
indirectly, unless the NRC, after securing full information, finds that 
the transfer is in accordance with the provisions of the Act, and gives 
its consent in writing. After review of the information in the 
Application, and relying on the representations and agreements 
contained in the Application, the NRC staff has determined that WEC 
Holdings, and ultimately BAM, is qualified to hold the ownership 
interests previously held by Toshiba, and that the transfer of 
ownership and operating interests to WEC Holdings, described in the 
Application, is otherwise consistent with applicable provisions of law 
and regulations. The NRC staff further finds that the requested 
transfer of control 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 the NRC's Safety Evaluation Report issued 
with this Order. These findings are subject to the conditions set forth 
below.

III

    Accordingly, pursuant to Sections 161.b., 161.i., 183, and 184 of 
the Act; 42 U.S.C. 2201(b), 2201(i), 2233, and 2234; and 10 CFR 70.36, 
IT IS HEREBY

[[Page 31574]]

ORDERED that the Application regarding the indirect transfer of control 
over licenses listed above from Toshiba to WEC Holdings, and ultimately 
to BAM, is approved, subject to the following conditions:
    1. With respect to the licenses listed above, Westinghouse shall 
continue to abide by all commitments and representations it previously 
made. These include, but are not limited to, maintaining 
decommissioning records and financial assurance, conducting 
decontamination activities, and eventually decommissioning the site.
    2. The commitments/representations made in the Application 
regarding reporting relationships and authority over safety and 
security matters as well compliance with NRC requirements, shall be 
adhered to and may not be modified without the prior written consent 
from the Director, Office of Nuclear Material Safety and Safeguards, or 
that person's designee.
    IT IS FURTHER ORDERED that Westinghouse, at least one (1) business 
day before all actions necessary to accomplish the indirect transfer of 
control are completed, shall so inform the Director, Office of Nuclear 
Material Safety and Safeguards, in writing. Should the proposed 
indirect transfer not be completed within one year from the date of 
issuance of this Order, the Order shall become null and void; provided, 
however, upon timely written application and for good cause shown, such 
completion date may be extended by Order.
    This Order is effective upon issuance.
    For further details with respect to this Order, see the Application 
cited in Section II above, and the Safety Evaluation Report supporting 
this action (ADAMS Accession No. ML18162A243), which are available for 
public inspection at the Commission's Public Document Room (PDR), 
located at One White Flint North, Public File Area 01-F21, 11555 
Rockville Pike (first floor), Rockville, Maryland, and accessible, 
electronically, through the ADAMS Public Electronic Reading Room, on 
the Internet, at the NRC Web site, http://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 PDR reference staff, by telephone, at 1[dash]800[dash]397-4209, 
301[dash]415[dash]4737, or via e-mail, to <a href="/cdn-cgi/l/email-protection#50203422103e22337e373f26"><span class="__cf_email__" data-cfemail="7b0b1f093b150918551c140d">[email protected]</span></a>.

    Dated and issued this 28th day of June, 2018.
    For the Nuclear Regulatory Commission.

Marc L. Dapas,
Director Office of Nuclear Material Safety and Safeguards.

[FR Doc. 2018-14489 Filed 7-5-18; 8:45 am]
 BILLING CODE 7590-01-P


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