2013-11833. In the Matter of Zion Solutions, LLC; Zion Nuclear Power Station, Units 1 and 2; Order Approving Indirect Transfer of Control of Facility Operating Licenses

I.

ZionSolutions, LLC (ZS) is the licensee and owner of the Zion Nuclear Power Station, Units 1 and 2 (ZNPS) in Zion, Illinois.

II.

By letter dated January 10, 2013, ZS submitted an application requesting that the U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of Facility Operating License Nos. DPR-39 and DPR-48 for the Zion Nuclear Power Station, Units 1 and 2 held by ZS, including the General License for the Zion Independent Spent Fuel Storage Installation (ISFSI).

The transfer will occur as a result of a proposed transaction whereby the current ultimate parent holding company of ZS, Energy Solutions, Inc. (ES, Inc.), would be directly acquired by Rockwell Holdco, Inc. (Rockwell), a Delaware corporation that was formed for the purpose of acquiring ES, Inc. and is held by certain investment fund entities organized by controlled affiliates of Energy Capital Partners II, LLC (ECP II). No physical changes to the ZNPS are being proposed.

Approval of the indirect transfer of the licenses was requested pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA) (42 U.S.C. 2234) and Section 50.80 of Title 10 of the Code of Federal Regulations (10 CFR). A notice of the request for approval and opportunity for a hearing or to submit written comments was published in the Federal Register on February 20, 2013 (78 FR 11904). No requests for a hearing were received in response to this notice. Two comments were received in response to this notice.

Pursuant to Section 184 of the AEA, no license granted under the AEA, and pursuant to 10 CFR 50.80, no license granted under 10 CFR Part 50, 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, finds that the proposed transferee is qualified to be the holder of the license and that the transfer is in accordance with the provisions of law, regulations, and orders issued by the Commission, and gives its consent in writing.

Upon review of the information received from ZS, and other information before the Commission, and relying upon the representations and agreements contained in the Transfer Application, the NRC staff finds that: (1) the qualifications of ZS regarding the proposed indirect transfer of control of ZNPS are not changed, and (2) the proposed indirect transfer of the licenses due to the purchase of the current ultimate parent holding company of ZS, Energy Solutions, Inc., which would be directly acquired by Rockwell Holdco, Inc. is otherwise consistent with applicable provisions of laws, regulations and orders issued by the Commission pursuant thereto.

The findings set forth above are supported by a Safety Evaluation (SE) dated May 8, 2013.

The commenters opined that the transfer would disadvantage financial stakeholders. As stated in the supporting SE., the staff reviewed the proposed transfer and found no financial issues with the proposal. In addition, the proposed transfer in no way affects the current financial reporting requirements or the NRC annual review of those reports. Based on the review the staff finds no disadvantage to financial stakeholder by the proposed transfer.

III.

Accordingly, pursuant to Section 184 of the AEA Act of 1954, as amended and Section 50.80 of 10 CFR, it is hereby ordered that the indirect transfer of control of ZNPS, as described herein, is approved.

It is further ordered that after receipt of all required regulatory approvals of the proposed indirect transfer, ZS shall inform the Director of the Office of Federal and State Materials and Environmental Management Programs, in writing, of such receipt no later than one (1) business day prior to the closing of the proposed indirect transfer. Should the proposed indirect transfer not be completed within 60 days from the date of issuance of this Order, the Order shall become null and void; however, on written application and for good cause shown, such date may be extended by order.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated January 10, 2013 (which can be found at Agencywide Documents Access and Management System [ADAMS] Accession Number ML13014A007). Publicly-Available records will be accessible electronically from 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 1-800-397-4209, or 301-415-4737 or by email to [e-mail].

Dated at Rockville, Maryland, this 8th day of May 2013.

For the Nuclear Regulatory Commission.

Mark A. Satorius,

Director, Office of Federal and State Materials, and Environmental Management Programs.