11168 Federal Register / Vol. 77, No. 37 / Friday, February 24, 2012 / Notices 

1See Revised Figure 3, ‘‘Post-Transaction Final 

Organization,’’ from letter dated November 11, 

2011. 

NUCLEAR REGULATORY 

COMMISSION 

[NRC–2009–0193; Docket Nos. 50–220 and 

50–410; License Nos. DPR–63 and NPF–69] 

In the Matter of Exelon Corporation; 

Constellation Energy Group, Inc.; Nine 

Mile Nuclear Station, LLC; Nine Mile 

Point Nuclear Station, Units 1 and 2; 

Order Approving Application 

Regarding Proposed Corporate Merger 

and Indirect Transfer of Licenses 

I 

Nine Mile Point Nuclear Station, LLC 

(NMPNS, LLC, or the licensee) is the 

holder of Renewed Facility Operating 

License No. DPR–63, which authorizes 

the possession, use, and operation of 

Nine Mile Point Nuclear Station, Unit 1. 

NMPNS, LLC is also the 82 percent 

owner and the licensed operator of 

Renewed Facility Operating License No. 

NPF–69, which authorizes the 

possession, use, and operation of Nine 

Mile Point Nuclear Station, Unit 2. Long 

Island Power Authority owns the 

remaining 18 percent of Nine Mile Point 

Nuclear Station, Unit 2. The facilities 

are located at the licensee’s site in 

Oswego County, New York. 

II 

By letter dated May 12, 2011, as 

supplemented on June 17, August 12, 

October 13, November 10, November 11, 

November 18, and November 22, 2011, 

and January 19, and January 25, 2012 

(collectively, the application), Exelon 

Generation Company, LLC (Exelon 

Generation), acting on behalf of itself, 

Exelon Corporation (Exelon), and 

Exelon Ventures Company, LLC (Exelon 

Ventures), and Constellation Energy 

Nuclear Group, LLC (CENG), acting on 

behalf of itself, and the licensee, 

requested that the U.S. Nuclear 

Regulatory Commission (NRC, the 

Commission), pursuant to Title 10 of the 

Code of Federal Regulations (10 CFR) 

50.80, consent to the proposed indirect 

license transfer of Renewed Facility 

Operating License Nos. DPR–63 and 

NPF–69, to the extent held by NMPNS, 

LLC, that would be effected by the 

indirect transfer of control of the 

ownership and operating interests in 

NMPNS, LLC. Long Island Power 

Authority is unaffected by the merger 

and associated indirect license transfers. 

The transfers being sought are a result 

of the proposed merger between Exelon 

and one of CENG’s parent companies, 

Constellation Energy Group, Inc. (CEG), 

whereby CEG would be merged into 

Exelon and ownership of CEG’s 50.01 

percent of CENG would be transferred to 

Exelon. The remaining 49.99 percent 

ownership of CENG is held by EDF, Inc. 

The licensee is a direct wholly owned 

subsidiary of Constellation Nuclear 

Power Plants, LLC, which, in turn, is a 

direct wholly owned subsidiary of 

CENG. 

The proposed merger will be 

accomplished in several steps and the 

involvement of the following entities: 

CEG, Exelon, Exelon Generation, Exelon 

Ventures, Bolt Acquisition Corporation 

(Bolt) (an Exelon subsidiary formed for 

the sole purpose of merging with CEG), 

and Constellation Nuclear, LLC (CNL) (a 

wholly owned subsidiary of CEG and 

intermediate parent company of 

NMPNS, LLC). Following the closing of 

the transfers, Exelon will be the ultimate 

parent company of CNL, CENG, and the 

licensee. 

Exelon Ventures and Bolt are direct 

wholly owned subsidiaries of Exelon. 

Exelon Generation is a direct wholly 

owned subsidiary of Exelon Ventures. 

First, the acquisition of CEG by Exelon 

will be effected by the merger of Bolt 

with and into CEG, with CEG being the 

surviving corporation. As a result of the 

merger, CEG will be a direct wholly 

owned subsidiary of Exelon, and former 

CEG shareholders will become 

shareholders of Exelon. Immediately 

after the merger, CEG will distribute to 

Exelon, as a dividend, 100 percent of 

the equity interests of several companies 

unrelated to CEG’s nuclear and other 

generation business, including 

Baltimore Gas and Electric Company. 

Second, and concurrent with the 

distribution of CEG’s equity interests in 

RF HoldCo LLC (the holding company 

for Baltimore Gas and Electric 

Company), CEG will merge into Exelon, 

resulting in the termination of CEG’s 

corporate existence. Exelon will then 

contribute 100 percent of its equity 

interest in CEG to Exelon Ventures, 

which, in turn, will contribute the 

equity interest to Exelon Generation, 

resulting in CEG becoming a direct 

wholly owned subsidiary of Exelon 

Generation. CEG will then cease to exist, 

making CNL a direct wholly owned 

subsidiary of Exelon Generation. Exelon 

will indirectly own 100 percent of CNL 

through its wholly owned subsidiary, 

Exelon Generation.1

CNL, through wholly owned 

subsidiaries, has a 50.01 percent 

ownership interest in CENG; EDF Inc. 

has a 49.99 percent ownership interest 

in CENG. EDF Inc. is a U.S. corporation 

organized under the laws of the State of 

Delaware and is a wholly owned 

subsidiary of E.D.F. International SAS, a 

limited company organized under the 

laws of France, which is, in turn, a 

wholly owned subsidiary of Electricite ́

de France SA, a French limited 

company. As a result of the merger, 

CNL, as a direct subsidiary of Exelon 

Generation, will continue to indirectly 

hold a 50.01 percent ownership interest 

in CENG; EDF Inc. will continue to have 

a 49.99 percent ownership interest in 

CENG. EDF Inc.’s 49.99 percent 

ownership interest in CENG is 

unaffected by the merger of Exelon and 

CEG and associated indirect license 

transfers. 

No physical changes to the facilities 

or operational changes are being 

proposed in the application. 

Notice of the request for approval and 

opportunity for a hearing was published 

in the Federal Register on July 7, 2011 

(76 FR 39910). No comments or hearing 

requests were received. 

Pursuant to 10 CFR 50.80(a), no 

license, or any right thereunder, shall be 

transferred, directly or indirectly, 

through transfer of control of the 

license, unless the Commission shall 

give 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 and 

agreements in the application, the NRC 

staff has determined that the proposed 

indirect transfer of control of the subject 

licenses held by the licensee to the 

extent such will result from the 

proposed merger of CEG and Exelon, as 

described in the application, will not 

affect the qualifications of the licensee 

to hold the respective licenses and is 

otherwise consistent with the applicable 

provisions of law, regulations, and 

Orders issued by the NRC pursuant 

thereto, subject to the conditions set 

forth below. 

The findings set forth above are 

supported by a safety evaluation (SE) 

dated February 15, 2012. 

III 

Accordingly, pursuant to Sections 

161b, 161i, 161o, and 184 of the Atomic 

Energy Act of 1954, as amended (the 

Act), 42 U.S.C. Sections 2201(b), 

2201(i), 2201(o), and 2234; and 10 CFR 

50.80, it is hereby ordered that the 

application regarding the indirect 

license transfers related to the proposed 

corporate merger, as described herein, is 

approved, subject to the following 

conditions: 

1. All conditions contained in the 

‘‘Order Superseding Order of October 9, 

2009, Approving Application Regarding 

Proposed Corporate Restructuring,’’ 

dated October 30, 2009, concerning the 


srobinson on DSK4SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 37 / Friday, February 24, 2012 / Notices 11169 

corporate restructuring of CENG and 

associated indirect transfer of control of 

the operating licenses held by NMPNS, 

LLC, shall remain in full force and effect 

and are incorporated herein as if fully 

set forth, except as they are amended 

therein. 

2. The Nuclear Advisory Committee 

of Constellation Energy Nuclear Group, 

LLC, shall prepare an Annual Report 

regarding the status of foreign 

ownership, control, or domination of 

the licensed activities of power reactors 

under the control, in whole or part, of 

Constellation Energy Nuclear Group, 

LLC. The Report shall be submitted to 

the NRC within 30 days of completion 

of the Nuclear Advisory Committee 

Report, or by January 31 of each year 

(whichever occurs first). No action shall 

be taken by Constellation Energy 

Nuclear Group, LLC, or any entity to 

cause Constellation Nuclear, LLC, 

Exelon Generation, LLC, or their parent 

companies, subsidiaries or successors to 

modify the Nuclear Advisory Committee 

Report before submittal to the NRC. The 

Report shall be made available to the 

public, with the potential exception of 

information that meets the requirements 

for withholding such information from 

public disclosure under the regulations 

of 10 CFR 2.390, ‘‘Public Inspections, 

Exemptions, Requests for Withholding.’’ 

3. Records of all votes by EDF Inc., or 

its representatives, on the Constellation 

Energy Nuclear Group, LLC, Board of 

Directors and the use of the Chairman’s 

casting vote will be sent to the Nuclear 

Advisory Committee and shall be 

reviewed by the Nuclear Advisory 

Committee to ensure that no foreign 

interests have exercised foreign 

ownership, control, or domination over 

the licensed activities of Nine Mile 

Point Nuclear Station, Units 1 and 2, 

and that no action taken by a foreign 

interest involved with licensed 

activities is inimical to the common 

defense and security. The results of the 

Nuclear Advisory Committee’s review 

shall be summarized in the Nuclear 

Advisory Committee Report and shall 

include discussions of any use of the 

Chairman’s casting vote, determinations 

whether an exercise of foreign 

ownership, control, or domination has 

occurred, or that foreign involvement 

with licensed activities was inimical to 

the common defense and security. 

4. Exelon Generation, LLC shall enter 

into the $205 million Support 

Agreement for Constellation Energy 

Nuclear Group, LLC, as described in the 

November 11, 2011, supplement to the 

May 12, 2011, indirect license transfer 

application, no later than the time the 

proposed transactions and indirect 

license transfers occur. The Exelon 

Generation, LLC, Support Agreement 

shall supersede the Support Agreement 

provided by Constellation Energy 

Group, Inc., and shall be consistent with 

the representations contained in the 

application. Constellation Energy 

Nuclear Group, LLC, shall take no 

action to cause Exelon Generation, LLC, 

or its successors and assigns, to void, 

cancel, or materially modify the Support 

Agreement or cause it to fail to perform, 

or impair its performance under the 

Support Agreement, without the prior 

written consent of the NRC. The 

Support Agreement may not be 

amended or modified without 30 days 

prior written notice to the Director of 

the Office of Nuclear Reactor Regulation 

or his designee. An executed copy of the 

Support Agreement shall be submitted 

to the NRC no later than 30 days after 

the completion of the proposed merger 

and the indirect license transfers. 

Constellation Energy Nuclear Group, 

LLC, shall inform the NRC in writing no 

later than 10 days after any funds are 

provided to Constellation Energy 

Nuclear Group, LLC, or any of the 

licensees by Exelon Generation, LLC, 

under the Support Agreement. 

5. Upon consummation of the merger, 

Constellation Energy Nuclear Group, 

LLC, shall submit to the NRC, the 

amended and restated Constellation 

Energy Nuclear Group, LLC, Operating 

Agreement, reflecting the terms set forth 

in the Settlement Agreement, including 

the proposed revisions provided in the 

January 25, 2012, supplement to the 

application. The amended and restated 

Operating Agreement may not be 

modified in any respect concerning 

decisionmaking authority over nuclear 

safety, security, and reliability without 

the prior written consent of the Director, 

Office of Nuclear Reactor Regulation. 

6. Should the proposed corporate 

merger not be completed within 1 year 

from the date of this Order, this Order 

shall become null and void, provided, 

however, upon written application and 

good cause shown, such date may be 

extended by Order. 

It is further ordered that, after receipt 

of all required regulatory approvals of 

the proposed indirect transfer action, 

Exelon Generation shall inform the 

Director of the Office of Nuclear Reactor 

Regulation in writing of the date of the 

closing of the corporate merger of 

Exelon and CEG. 

This Order is effective upon issuance. 

For further details with respect to this 

Order, see the initial application dated 

May 12, 2011 (Agencywide Documents 

Access and Management System 

Accession No. ML11138A159), as 

supplemented by letters dated June 17 

(ML11173A067), August 3 

(ML112150519), August 12 

(ML11234A062), October 13 

(ML113050083), November 10 

(ML11335A024), November 11 

(ML113180265), November 18 

(ML11325A258), and November 22, 

2011 (ML113260456), and January 19 

(ML12019A0346), and January 25, 2012 

(ML12032A153), and the SE dated 

February 15, 2012, 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, 

MD. Publicly available documents 

created or received at the NRC are 

accessible electronically through 

ADAMS in the NRC Library at 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 1–800– 

397–4209 or 301–415–4737, or by email 

to pdr.resource@nrc.gov. 

Dated at Rockville, Maryland, this 15th day 

of February 2012. 

For the Nuclear Regulatory Commission. 

Michele G. Evans, 

Director, Division of Operating Reactor 

Licensing, Office of Nuclear Reactor 

Regulation. 

[FR Doc. 2012–4324 Filed 2–23–12; 8:45 am] 

BILLING CODE 7590–01–P 

NUCLEAR REGULATORY 

COMMISSION 

[NRC–2009–0192; Docket Nos. 50–244 and 

72–67; License No. DPR–18; Docket No. 72– 

67; General License] 

In the Matter of Exelon Corporation; 

Constellation Energy Group, Inc.; R.E. 

Ginna Nuclear Power Plant, LLC; R.E. 

Ginna Nuclear Power Plant; R.E. Ginna 

Independent Spent Fuel Storage 

Installation; Order Approving 

Application Regarding Proposed 

Corporate Merger and Indirect Transfer 

of License 

I 

R.E. Ginna Nuclear Power Plant, LLC 

(R.E. Ginna LLC, or the licensee), is the 

holder of Renewed Facility Operating 

License No. DPR–18, which authorizes 

the possession, use, and operation of the 

R.E. Ginna Nuclear Power Plant (Ginna). 

R.E. Ginna, LLC, is also the holder of the 

general license for the R.E. Ginna 

Independent Spent Fuel Storage 

Installation (ISFSI) which authorizes the 

possession, use and operation of the 

R.E. Ginna ISFSI and authorizes R.E. 

Ginna, LLC to receive, possess, transfer, 


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