ML20010F469

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LIC-107, Revision 3 Procedures for Handling License Transfers
ML20010F469
Person / Time
Issue date: 07/06/2020
From: Richard Guzman, Tanya Hood
NRC/NRR/DORL/LPL2-2
To: Erlander C
Office of Nuclear Reactor Regulation
Hood, Tanya, DORL/LPL2-2, 415-1387
References
Y020190360 LIC-107, Rev 3.
Download: ML20010F469 (28)
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OFFICE OF NUCLEAR REACTOR REGULATION LIC-107, Revision 3 Procedures for Handling License Transfers Volume 100 Licensing Processes Approved By:

Mohamed Shams Date Approved:

July 6, 2020 Effective Date:

July 13, 2020 Certification Date:

July 13, 2025 Responsible Organization:

DORL Primary

Contact:

Tanya E. Hood Richard V. Guzman 301-415-1387 301-415-1030 Tanya.Hood@nrc.gov Richard.Guzman@nrc.gov Summary: This issuance of LIC 107, Revision 3, Procedures for Handling License Transfers, reflects the new format; the formation of the Financial Center of Expertise in the Office of Nuclear Material Safety and Safeguards (NMSS); organizational changes after the Office of New Reactors (NRO) and the Office of Nuclear Reactor Regulation (NRR) merged on October 13, 2019; and miscellaneous editorial changes and clarifications.

Training:

None ADAMS Accession Number: ML20010F469 TABLE OF CONTENTS

1.

POLICY................................................................................................................................. 2

2.

OBJECTIVES........................................................................................................................ 2

3.

BACKGROUND.................................................................................................................... 3

4.

BASIC REQUIREMENTS..................................................................................................... 3

5.

RESPONSIBILITIES AND AUTHORITIES......................................................................... 14

6.

PERFORMANCE MEASURES........................................................................................... 17

7.

PRIMARY CONTACT......................................................................................................... 17

8.

RESPONSIBLE ORGANIZATION...................................................................................... 17

9.

EFFECTIVE DATE.............................................................................................................. 17

10.

CERTIFICATION DATE...................................................................................................... 17

11.

REFERENCES.................................................................................................................... 17

ML20010F469 To receive a copy of this document, indicate in the box: "C" = Copy without enclosures "E" = Copy with enclosures "N" = No copy OFFICE NRR/DORL/LPL2-2/PM NRR/DORL/LPL2-2/LA NMSS/REFS/FAB NRR/DANU/UNPO/BC NAME THood BAbeywickrama FMiller GCasto DATE 01/13/20 01/14/20 03/02/20 02/20/20 OFFICE NRR/DNRL/NRLB/BC OGC-NLO NRR/DORL/LPL2-2/BC NMSS/REFS/D NAME MDudek KGamin UShoop JTappert DATE 01/21/20 03/19/20 06/09/20 03/10/20 OFFICE NRR/DANU/D NRR/DNRL/D NRR/DRO/D NRR/DRA/D NAME JMonninger ABradford CMiller (MYoung for)

MFranovich (GBowman for)

DATE 02/24/20 03/10/20 03/09/20 02/24/20 OFFICE NMSS/DUWP/D NRR/DORL/D NRR/DRMA NRR/DORL/D NAME PHolahan CErlanger TGorham CErlanger (MShams for)

DATE 03/11/20 06/11/20 06/24/20 07/06/20

NRR Office Instruction LIC-107, Revision 3 Page 2 of 18

1. POLICY The provisions of Section 184 of the Atomic Energy Act of 1954, as amended, and the U.S.

Nuclear Regulatory Commissions (NRCs) regulations at Title 10 of the Code of Federal Regulations (10 CFR) 50.80, Transfer of licenses, stipulate that NRC approval is required for transfer of control of the ownership and/or operating authority responsibilities within the facility operating license. An application for transfer of a license under 10 CFR 52.28, Transfer of Early Site Permit, 10 CFR 52.105, Transfer of Combined License, and 10 CFR 52.175, Transfer of Manufacturing License, will also be processed under 10 CFR 50.80. Specifically, 10 CFR 50.80(a) states, in part, that No license for a production or utilization facility..., 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.

An application for transfer of a license is required by 10 CFR 50.80(b) to include as much of the technical and financial qualifications information described in 10 CFR 50.33 and 50.34 on the proposed transferee as would be required for an initial license. After appropriate notice to interested persons (e.g., members of the public), an application for the transfer of a license will be approved, if the Commission determines that: (1) the proposed transferee is qualified to be the holder of the license; and (2) the transfer of the license is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto. For indirect license transfers that do not involve a change to the licensee, the relevant question with respect to qualifications is whether the indirect transfer of control of the license would affect the technical qualifications of the existing licensee to continue to hold the license. An approval of the transfer of the license will be accomplished through an order authorizing the transfer and, as necessary, a conforming license amendment will be approved by the order and will be issued when the transfer is completed.

Other Federal (e.g., Federal Energy Regulatory Commission, Federal Trade Commission, and Department of Justice) and State (e.g., Public Service Commissions) approvals may be required before the proposed transfer can be completed. These organizations have jurisdiction over issues such as antitrust, rates, and public benefit. The NRC reviews and authorizes, if found acceptable, the proposed transfer within the NRCs jurisdiction.

However, the transfer cannot be completed until the applicant(s) has received regulatory approvals from all governmental agencies with jurisdiction over the transfer.

2. OBJECTIVES This office instruction describes the processing by the Office of Nuclear Reactor Regulation (NRR) of license transfer applications, including orders and associated conforming amendments. This office instruction also specifies the responsibilities of the NRR licensing project manager (PM) and the technical and financial qualifications reviewers, as well as the interfaces with other offices (e.g., Offices of the General Counsel (OGC) and Nuclear Material Safety and Safeguards (NMSS)) in processing these licensing actions. This instruction applies to power reactors and research and test reactors.

NRR Office Instruction LIC-107, Revision 3 Page 3 of 18

3. BACKGROUND License transfer requests can include either direct transfers, which are generally those that involve the transfer of ownership or operating authority of the plant itself from one entity to another (e.g., the sale of a plant), or indirect transfers, which are generally those that involve the transfer of ownership or control of the licensee itself rather than the facility (e.g., the formation of a new parent holding company above a licensee). License transfer requests can also include partial direct or partial indirect transfers (e.g., the sale of a percentage of a plant or a percentage of a licensee).

The transfer of a license, direct or indirect, normally does not result in any physical changes to the plant or any changes in the conduct of operations. Thus, license transfers do not involve the type of technical issues that would impact plant operation. Typically, the on-site organization and plant staff, including senior managers, will remain essentially unchanged by the license transfer, and plant procedures and policies will not change. Further, the NRCs regulations and the licensees compliance responsibilities will not change as a result of a license transfer. Therefore, the safety and health of the public is not expected to be adversely affected by the license transfer.

The majority of the staff review of license transfer applications consists of determining whether the proposed licensee meets the financial qualifications, decommissioning funding, foreign ownership, control, or domination, insurance and indemnity, and technical qualification requirements in the NRCs regulations. The NRC has determined that requests for hearings on applications for license transfers should be governed by a separate subpart of the regulations (Subpart M of 10 CFR Part 2) that provides an efficient and streamlined process for handling hearing requests associated with license transfer applications. The guidance in this office instruction applies to all license transfers conducted under 10 CFR 50.80.

4. BASIC REQUIREMENTS License transfers are unique in that they result in the exchange of ownership and/or the responsibility for operating a nuclear facility. Typically, the exchange is orchestrated by a team of lawyers representing both the current and future owners and is financially supported by complex agreements that are planned and scheduled for months in advance.

It is critical that the PM be aware of the planned transaction date of the license transfer and that the staffs review be supportive of the proposed schedule. Significant financial penalties can be incurred on all external parties involved if the staffs review does not support the planned transaction date. The PM should acquire the planned transaction date before the acceptance review is completed and NRC review schedule is established.

The legal staff of OGC will be involved throughout the processing of the application. OGC may communicate with the legal staff of the current or future owners. Once the application is submitted, the PM should immediately confer with the assigned attorney from OGC to confirm the licensees characterization of the proposed transaction as being direct versus indirect. The PM should incorporate time for OGC review into the review schedule.

NRR Office Instruction LIC-107, Revision 3 Page 4 of 18 Processing of applications for license transfers is, in many respects, similar to the processing of other licensing actions. Submittals are made to the NRC under oath and affirmation by applicants (current and proposed licensees). If the application is not being made by the current licensee, the applicant should clearly state that the application is being made on behalf of the current licensee, unless there is a hostile acquisition involved, which would be extremely rare and in which case the NRC must give appropriate notice to the current licensee. An acceptance review is performed and if accepted, staff evaluations are then conducted, and a safety evaluation (SE) is prepared that will accompany the order. In direct transfers, a license amendment will normally be issued upon completion of the transfer to change the facility operating license and technical specifications to reflect the new owner and/or operator. Consistent OGC involvement is essential during the processing of the application from the initial individual Federal Register (FR) notice to the final order.

If a license transfer occurs during the reactor decommissioning transition, there is usually increased public and government interest. Public outreach and coordination with the Office of Public Affairs and the Office of Congressional Affairs are important. Developing communication plans can assist with the increased workload that may arise due to addressing written requests from various outside organizations. A license transfer and reactor decommissioning may be done in parallel or series. A licensee can submit a post shutdown decommissioning activity report concurrent with the review of the license transfer. As a result, the financial qualifications and decommissioning trust fund issues may overlap. A post shutdown report can be provided as a supplement to the license transfer application for the purpose of financial qualifications only. The PM should get a clear understanding of how these documents are related and focus on the applicable parts of the submittal when answering public comments.

4.1 Activities in Processing License Transfer Applications Note: Because the license transfer process is a complex matter governed by many regulations, a companion checklist has been prepared to assist PMs with identifying and addressing all details appropriately. The checklist is included as Enclosure 2 to this office instruction. Project Managers are urged to use the checklist in combination with this office instruction.

The governing parts of the regulations are 10 CFR Part 2, Subpart M (e.g., 2.1301, 2.1315, and 2.1316), 10 CFR 50.33, 50.34, 50.38, 50.40, 50.54(w), 50.80, 50.90 (if an amendment request is involved) and 10 CFR Parts 51 and 140. If the transfer is for a permit or license issued under 10 CFR Part 52, then the governing parts of the regulations are 10 CFR 52.28, 52.105, or 52.175.

4.1.1 Financial Qualifications Section lll.1.e of NUREG-1577, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, describes the types of transfers that are subject to a 10 CFR 50.80 review. Examples include those involving ownership changes, mergers, formation of holding companies, creation of new unregulated

NRR Office Instruction LIC-107, Revision 3 Page 5 of 18 entities which are either subsidiaries of a holding company or stand-alone entities, and other restructuring proposals that go beyond corporate name changes or simple internal reorganizations of functions. If the entity that will become the operating authority (i.e., the operator) is different from the entity that will have ownership of the facility, the financial qualifications for both entities need to be assessed. In this regard, the Commission has stated that, while the same type of financial review done for an owner is not applicable, there still has to be a financial review for the operator. The operator review is a combination of the financial qualifications of the owner (assuming it is ultimately responsible for costs) with the analysis of the contract between the owner and the operator regarding the payment of costs. The Commissions ruling requiring an appropriate financial qualifications review of a non-owner operator is in the Northern States Power Company/Monticello case, CLI-00-14, 52 NRC 37 (2000), and the companion case, CLI-00-19, 52 NRC 135 (2000).

NUREG-1537, Guidelines for Preparing and Reviewing Applications for Licensing Non-Power Reactors, Part 1, Appendix A, cites selected 10 CFR Parts applicable to non-power reactors, and includes 10 CFR 50.80. Relevant guidance for non-power production and utilization facility financial qualifications is described in NUREG-1537 Part 1 and Part 2.

4.1.2 Technical Qualifications Chapter 13, Conduct of Operations, of NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, provides the guidance for the technical reviewer. Meeting the requirements of 10 CFR 50.80, among others, provides assurance that the applicant is technically qualified to engage in the proposed activities and has established the necessary management and technical support organizations to safely design, construct, operate, and maintain the facility. For operator licensing transfers, a review of the technical qualifications focuses on the management and technical support organization and the operating organization. The management and technical support organizations established by the applicant to oversee the design and construction of a nuclear power plant provide valuable insights into the corporate managements understanding of its safety role in the operation and maintenance of the facility as well as the design and construction. The operating organization established by the applicant to oversee operation of a nuclear power plant provides insights into managements understanding of its safety role in the operation and maintenance of the facility. The key positions for ensuring the safe operation of the plant are in the operating organization. Those insights help determine that an applicant is technically qualified by ensuring that the applicant addresses appropriate considerations in establishing general qualification requirements and staffing levels for all key positions on which the safety of the facility depends.

4.1.3 Orders The NRC approves a license transfer via an order. The order is accompanied by a supporting SE which, in turn, typically has a proprietary and a non-proprietary version due to the discussion of proprietary financial information as part of the financial qualifications analysis. The responsible divisions administrative staff and licensing assistants must ensure that the proprietary version of the SE is not dispatched to organizations that have

NRR Office Instruction LIC-107, Revision 3 Page 6 of 18 not entered into a non-disclosure agreement with the owner of the information. For indirect license transfers, issuance of the order and SE generally concludes the staffs actions.

4.1.4 License Transfers Direct license transfers typically occur in two separate actions. The first action includes issuance of the order and SE with an unsigned, unnumbered, and undated conforming amendment. The second action includes issuance of the signed, numbered, and dated conforming amendment. As a condition of the license transfer order, the licensee/applicant will inform the staff when all approvals are in place and that the transfer will occur on a specific date. When the specified date arrives and upon notification by the applicant that the transfer will be completed, the staff will sign and issue the conforming amendment. As its name implies, the conforming amendment does no more than conform the license to reflect the transfer action and is administrative in nature. Typically, a conforming amendment will change the name of the licensee throughout the license so that the license accurately reflects the approved license transfer.

Upon receipt of an application for either a direct or indirect license transfer, the PM, in conjunction with the applicable technical review groups, perform the acceptance review in accordance with NRR Office Instruction LIC-109, Acceptance Review Procedures, to ensure that the application contains sufficient information as required by 10 CFR 50.80 for the staff to conduct its review. The PM will determine whether the applicant has provided the basis for its schedule request and whether the schedule request is reasonable. If not, the PM and the assigned OGC attorney should contact the applicant and determine an appropriate time period for the staff to complete its evaluation. The PM will need to obtain a specific licensee point of contact and the licensees schedule for completion of all regulatory reviews in order to coordinate the NRC review schedule.

Although license transfer requests are typically filed by licensees, requests may also be filed by a non-licensee (e.g., the intended buyer of the plant), or a co-licensee that is not the operator of the plant (see the Wolf Creek license transfer as an example of two non-operator co-licensees requesting a license transfer despite the opposition of the third non-operator co-licensee, available in Agencywide Documents Access and Management System (ADAMS) under Accession No. ML17037D120). In all cases, the NRC products are an order and a supporting SE. However, a conforming license amendment and an amendment to the licensees indemnity agreement may also be necessary. Project managers must determine which of these products are required based on the application(s).

License transfer applications can also vary considerably. Occasionally, the staff may not agree with a licensees determination about the characterization of the request as indirect versus direct. Should the technical and/or legal review staff determine that an application is incorrectly characterized or does not contain sufficient information to begin the review, the PM will follow the guidance in LIC-109 and work with the assigned OGC attorney. The PM should also verify that a copy of the license transfer application was received by the State representative. For license transfers for decommissioning nuclear power reactors, the staff should notify the state via an email and request a response within 30 days.

NRR Office Instruction LIC-107, Revision 3 Page 7 of 18 If the request is for a direct transfer (i.e., one that involves a new licensee and thus requires a conforming change in the name of the owner(s) or operators stated in the license), there should be an accompanying license amendment request pursuant to 10 CFR 50.90. If not, the PM should ask OGC to determine if an amendment is required. The license amendment that conforms the operating license to the new licensee(s), is referred to as a conforming amendment. Normally, a license amendment is not required for an indirect transfer. However, there are exceptions, particularly if the matter involves an organizationally complex indirect transfer.

The PM will need to coordinate the license transfer review with NMSS. NMSS has responsibility for (1) facilities that are in SAFSTOR, (2) facilities that have been transferred to NMSS in accordance with NRR Office Instruction COM-101, NRR Interfaces with NMSS, and a Transfer of Project Management Responsibilities memorandum has been signed, and (3) an independent spent fuel storage installation (ISFSI) that received a specific license. NMSS review and approval is not required for an ISFSI authorized under the general license provisions of Subpart K to 10 CFR Part 72. License transfer reviews may include a permanently shut down facility and almost all license transfer reviews include an ISFSI. The NMSS Office Director, or designee, will need to approve and sign any orders associated with facilities under the responsibility of NMSS. When a license transfer falls under the responsibilities of both NMSS and NRR, the licensing PM typically takes the lead and prepares the SE, order, and conforming amendment. If required, NMSS will prepare the amended license for the ISFSI. The NMSS Office Director, or designee, cosigns the order approving the license transfer, signs the applicable conforming amendment(s) and the amended license for the ISFSI if the ISFSI has a specific license.

Most license transfer requests include proprietary financial or commercial information, along with an affidavit requesting that the information be withheld from public disclosure under 10 CFR 2.390. The PM must coordinate (usually with the financial analyst) the review of the information requested to be withheld to determine whether the staff agrees that the information should be withheld. The PM and technical staff should refer to NRR Office Instruction LIC-204, Handling Requests to Withhold Proprietary Information from Public Disclosure, for specific guidance. The PM must be aware that the proprietary information may need to be withheld from some of the co-applicants in addition to the general public.

The PM must issue a proprietary information determination letter for the proprietary material.

4.1.5 Examples of License Transfers An example of an indirect license transfer is the transfer of the ultimate ownership of the Susquehanna renewed facility operating licenses and general ISFSI license, which is available in ADAMS under Accession No. ML16320A084. An example of a direct license transfer is the transfer from Entergy to Exelon of the FitzPatrick renewed facility operating license and general ISFSI license. The FitzPatrick order approving the license transfer, the supporting SE, and the unsigned, undated, and unnumbered conforming amendment are available in ADAMS under Accession No. ML17041A196. The signed, dated, and numbered conforming amendment for FitzPatrick is available in ADAMS under Accession No. ML17082A283. An example of an amendment to an indemnity agreement is available in ADAMS under Accession No. ML15161A121.

NRR Office Instruction LIC-107, Revision 3 Page 8 of 18 4.1.6 Logistics In accordance with the appropriate tracking system, the PM must request a fee billable activities code for each unit involved. The PM must also confirm that the application is in ADAMS, and that the proprietary and non-proprietary information have been properly profiled.

Working with the NRR Web Services, the PM will request that a non-proprietary copy of the application be placed on the NRC public Web site (a license transfers and mergers Web page is available for posting these documents) in accordance with 10 CFR 2.1301 and 10 CFR 2.1303. The PM should send an e-mail message to NRRWebServices.Resource@nrc.gov and request that information regarding the proposed license transfer be noticed at http://www.nrc.gov/about-nrc/regulatory/adjudicatory/hearing-license-applications.html#change, Notice of Ownership Change. The PM will need to provide NRR Web Services with the exact information to be included (i.e., (1) Deadline for Filing Hearing Request, (2) Facility and Location, (3) Applicant, (4) Licensing Action, (5) ADAMS Accession Number, and (6) Contact).

In addition to the application and any associated requests, the PM will request that NRR Web Services also add to the NRC public Web site Commission correspondence with the applicant related to the application, FR notices, the staffs SE, the staffs order acting on the license transfer application and, if a hearing is held, the hearing record and decision. NRC staff that utilize this information will be able to obtain it from this location. Once the staff has completed all actions associated with the license transfer, the PM should contact NRR Web Services, after 180 days, to request that the notice be removed from the NRCs public Web page.

Using the templates for the transmittal letter and the individual FR notice (ADAMS Accession Nos. ML082130259 and ML14022A036, respectively) for direct/indirect license transfers (also available in the list of DORL Master Boilerplates located on the DORL home page.), the PM shall process the FR notice. The notice must be reviewed and concurred on by OGC. The notice will state that following publication in the FR, stakeholders will be permitted to (1) provide comments within 30 days, and (2) request a hearing within 20 days. The PM should be aware that the FR notice directs anyone seeking access to the proprietary, confidential information redacted from the publicly available version of the application (typically the proprietary financial projections) to the applicant as opposed to the NRC.

As stated in 10 CFR 2.1315, the Commission has determined that any conforming amendment that only reflects the license transfer action involves no significant hazards consideration. Therefore, such a conforming amendment for a license transfer does not need to be included in the biweekly notice (i.e., BWN) in the FR.

The license to be transferred may also reference other licenses that were issued under Parts 30, 40, 70, and/or 72. If that is the case, the PM should coordinate with the offices issuing those licenses so that all transfers are accomplished in parallel and smoothly.

Occasionally, the applicant may request approval of other changes such as a Quality Assurance Plan that must be scheduled to be issued with the transfer order.

NRR Office Instruction LIC-107, Revision 3 Page 9 of 18 4.1.7 Indemnity Agreements The PM needs to be aware of any changes that may need to be made to the indemnity agreement. The Price-Anderson Act (Section 170 of the Atomic Energy Act of 1954, as amended) and the NRCs regulations at 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, and 10 CFR 50.54(w), Conditions of licenses, require that the plant owner(s) maintain sufficient levels of insurance and that the indemnity agreement reflect the current plant ownership.

Direct license transfers require a change to a licensees indemnity agreement. The indemnity agreement is updated through the financial assessment branch and an advance copy is provided to the PM for licensees to examine for completeness. After the licensees agree to or provide comments on the content of the indemnity agreement, the PM should notify the financial assessment branch for further processing. The final copies are forwarded to the PM with signatures from the branch chief of the financial assessment branch. Once the order has been issued approving the license transfer, the PM should send out all original signed copies of the indemnity agreement to the licensees for signature. The indemnity agreement(s) should be signed by all licensees concurrently with the issuance of the conforming license amendments upon the completion of the license transfer action. After the indemnity agreement has all required signatures, one copy should be retained by each licensee for their records and one copy should be sent by the licensee to the NRC. The signed copy should be received by the NRC within 7 days following the completion of the license transfer action.

4.1.8 Safety Evaluations Each of the 10 items listed below are distinct sections of the SE for review of a license transfer application. The financial analyst is responsible for producing the content for sections A, B, C, D, and F below. Also, the financial analyst provides input to section J, but not necessarily all of its content. The technical qualifications reviewer is responsible for producing the content for section E while the remaining sections are provided by the PM.

COM-101, provides more insight about engaging NMSS for those sections within their purview.

A. Financial Qualifications B. Decommissioning Funding Assurance C. Antitrust (special attention must be given if the license contains antitrust conditions; see NUREG-1574, Revision 2, Standard Review Plan on Transfer and Amendment of Antitrust License Conditions and Antitrust Enforcement.)

D. Foreign Ownership, Control, or Domination E. Technical Qualifications F. Insurance and Indemnity G. Conforming Amendment

NRR Office Instruction LIC-107, Revision 3 Page 10 of 18 H. State Consultation I.

Environmental Consideration J. Conclusion The financial analyst is responsible for collaboration with the assigned OGC attorney to ensure that all aspects of the financial review are identified, that the scope and content of the evaluation is sufficient, and that any unique financial instruments, license conditions, and indemnity agreement changes are identified. The financial analyst is also responsible for keeping the PM informed and involved in the process. The PM need not be present for every interaction between the financial analyst and OGC. However, the financial analyst needs to keep the PM informed of issues that will require additional information, as well as any significant impact on the overall review schedule.

When preparing an SE, the financial analyst may need to request additional information from the applicant in order to clarify a particular item and complete the review. A request for additional information (RAI) will follow the guidance included in LIC-115, Processing Requests for Additional Information. Since requests for license transfers generally involve strict deadlines due to time-sensitive financial implications, the financial analyst should attempt to identify any necessary RAIs as soon as possible during the review. Unlike routine RAIs for licensing actions, RAIs associated with license transfers should include OGC review and/or concurrence. The PM should discuss the need for concurrence with OGC before issuing the RAI. Also, since requests for license transfers often contain proprietary information, the resulting staff RAI may also contain proprietary information.

Therefore, the PM should discuss the RAI with the applicant before formally issuing the RAI to confirm that proprietary information is identified and handled appropriately.

The technical qualifications reviewer will review the application using the relevant sections of Chapter 13 of NUREG-0800 or NUREG-1537, as applicable, regarding the conduct of operations to determine whether the plant staffing and management are acceptable to support the technical qualifications of the proposed new operator or the existing operator under the proposed new owner.

License transfers meet the eligibility criterion for categorical exclusion set forth in 10 CFR 51.22(c)(21). Therefore, pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment needs to be prepared in connection with the approval of the license transfer or any associated conforming amendments. This finding should be included in the Environmental Consideration section of the SE.

After receipt of SE inputs documenting the results of the technical and financial reviews, the PM prepares the order, the final SE, and the conforming license amendment if required.

Templates for the preparation of a direct transfer order, conforming amendment, and SE are available in ADAMS at Accession Nos. ML090500005 and ML090500022. Templates for the preparation of an indirect transfer order and SE are available in ADAMS at Accession Nos. ML090500028 and ML090500026. The SE is typically prepared in both proprietary and non-proprietary versions. Guidance on the treatment of proprietary information and the NRCs procedures for handling sensitive unclassified non-safeguards

NRR Office Instruction LIC-107, Revision 3 Page 11 of 18 information is provided in NRR Office Instruction LIC-204. Any public comments received as a result of the FR notice are to be addressed in the SE. Note that it is current practice to have a technical editor review and concur on any document that is to be signed by the NRR Office Director. Thus, the PM may need to forward the draft order to QTE Resource and request that a technical editor review and edit the document. Changes from the technical editor should be incorporated before the document is sent to OGC for concurrence.

The staffs SE will often describe specific conditions for the approval of the license transfer.

The PM should ensure that the conditions described in the SE are accurately reflected in the order.

The licensing assistant is responsible for reviewing all license transfer related documents in accordance with the guidance document Division of Operating Reactor Licensing Licensing Assistant Reviews and Other Responsibilities (ADAMS Accession No. ML15352A155), and NRR Office Instruction LIC-101, License Amendment Review Procedures. The licensing assistant will ensure correct usage of noticing templates, and will check www.regulations.gov to determine if there were any public comments received.

The licensing assistant will review changes to the license if a conforming amendment is involved against the application/supplements and the current license, and assign an amendment number, if needed, for a conforming amendment. In addition, the licensing assistant will perform a final quality and proprietary information check prior to issuance. If the approved license transfer is completed, the licensing assistant may have additional follow-up activities to ensure that the amended license (if any) is updated in the ADAMS authority file and that any organizational name changes from the conforming amendments are reflected in the plants boilerplates, and associated NRC Web pages and plant rosters.

Caution: If the package will be forwarded to the NRR Office Director for signature, it is expected that a second licensing assistant perform a peer review of the package before it is sent to the NRR Office Director. It is recommended that this step be performed after the Division Director for the overall management of the review for power reactors has completed her/his review so that all changes made during the concurrence process are reviewed. The licensing PM should request the licensing assistant peer review through their respective branch chief.

If a conforming amendment is issued, the PM will prepare a biweekly notice of issuance of conforming amendments (i.e., BWI) in the FR using the template found at ML090370646.

Typically, there are licensing requests made by the previous license holder that are pending at the time that the conforming amendment is issued. If the new license holder wants the staff to continue work on those licensing requests, the new license holder must submit a letter on the docket on the date of issuance of the conforming amendment or shortly thereafter. The letter must state that the new licensee adopts and endorses all outstanding items on the docket, including, but not limited to, requests for license amendments, exemptions, relief requests, etc. The letter needs to be submitted under oath or affirmation.

NRR Office Instruction LIC-107, Revision 3 Page 12 of 18 The package should have concurrence through the Division Director responsible for the overall management of the review for power reactors or the overall management of the review for non-power production and utilization facilities before it is sent for final OGC concurrence. Concurrence by OGC will be finalized just prior to the package being presented to the approving official (Office or Division Director, as appropriate). Orders for direct transfers are signed according to the delegation authority of ADM-200. The signature of the NMSS Office Director may be needed if the transfer involves a specific ISFSI license or other NMSS license.

The PM will discuss the need for a communication plan with management and the Regional office. If it is determined that a communication plan is needed, the PM will prepare the plan. The Office of Public Affairs in both headquarters and the Region must be notified at least 3 days before issuance of the order, and again after the issuance of the conforming amendment, as applicable, if they are not issued simultaneously. The Office of Public Affairs may prepare a press release to coincide with release of an order and the conforming amendment, as applicable.

4.1.9 Hearing Requests If a hearing request with respect to a license transfer application is filed or there is reasonable likelihood that such a request will be filed, all staff members involved in the review of the license transfer application will follow OGC advice to preserve all documents concerning the review of the license transfer application. The reason for preserving these documents is that, pursuant to 10 CFR 2.1316, if there is a hearing on the license transfer application, the staff must disclose to the other parties certain documentation as specified in 10 CFR 2.336(b)(3)-(b)(5). To accomplish this, if a hearing is granted, the PM, in consultation with OGC, will direct the staff to send the preserved documents to an email address for collection and OGC review.

With respect to the substantive impact of hearing requests on the staffs review of a license transfer application, the PM and staff should coordinate with the assigned OGC attorney at the front end of the review (e.g., prior to the development of RAIs) to discuss the arguments made in the hearing requests and to determine how to appropriately address them in the SE. Generally, the staff should review the arguments and, when addressing all of the relevant requirements in the SE, consider how these arguments may affect the staffs determinations on the requirements. Additionally, when the staff is completing the SE, if the hearing request is still pending or has been granted and the hearing has not yet been completed, this should be discussed in the Public Comment section of the SE along with the imposition of a license condition noting that the staffs approval of the transfer is subject to the Commissions authority to rescind, modify, or condition the transfer based on the outcome of any post-effectiveness hearing on the license transfer application. For example:

On [date], the NRC published in the Federal Register an opportunity to request a hearing and to comment on the license transfer application (XX FR XXXX). In response, on [date], the

[name of petitioner] filed a hearing request. The hearing request is currently pending before the Commission/The Commission

NRR Office Instruction LIC-107, Revision 3 Page 13 of 18 granted the hearing request on [date] and the hearing is not yet completed.

Because a hearing request/hearing is pending on the application, the Order approving the transfer will be conditioned as follows:

The NRC staffs approval of this license transfer is subject to the Commissions authority to rescind, modify, or condition the approved transfer based on the outcome of any post-effectiveness hearing on the license transfer application.

This condition is then included in the order.

If the staff is prepared to issue the order while a hearing request or hearing is pending, the PM must prepare a Notification of Significant Licensing Action (NSLA), prior to issuance of the order, to the Commission and to other cognizant NRC offices informing them of the intended issuance of the order on the license transfer application. A copy of the proposed NSLA is included with the package when it is sent to OGC for no legal objection. The NSLA is a non-public document. Guidance and a template regarding NSLAs are available in an NRR memorandum dated December 13, 2000 (ADAMS Accession No. ML003779315). The NSLA template is also available in ADAMS at Accession No. ML15113A963. [Note: In the rare situation where a hearing request is made subsequent to issuance of the order but prior to issuance of a conforming amendment for a direct license transfer, the PM should use the NSLA template found at ADAMS Accession No. ML15113A797 for the proposed issuance of a conforming amendment.]

The NSLA must be concurred upon by the Director of NRR and the Executive Director for Operations (EDO). After the EDO concurs, and at least 5 work days before the proposed issuance of the order, the NSLA should be dated and sent to the Commission. The PM should immediately inform OGC of the transmission of the NSLA to the Commission so that OGC can notify the Presiding Officer and the participants to the pending hearing request/parties to the pending hearing of this transmission and attach to this notification a copy of the NSLA. After 5 work days, if no communication to the contrary has been received from the Commission, the PM should contact the Office of the EDO to confirm that the Commission does not object to the staffs proposed action. If there is no objection, the order can be issued. The PM should immediately inform OGC of the issuance of the order so that OGC can notify the Presiding Officer and the participants/parties. The license transfer package, including the order, should be made publicly available for immediate release so that it can be included or referenced in OGCs notification. Similarly, if the staff issues conforming amendments after the consummation of the license transfer transaction, the PM should immediately inform OGC of this issuance (and make sure that the documents are made publicly available for immediate release) so that OGC can notify the Presiding Officer and the participants/parties.

The Presiding Officer over a hearing request and a hearing on a license transfer application is typically the Commission. As long as the Commission remains the Presiding Officer and as long as the staff is not a party to the proceeding, the Office of Commission Appellate Adjudication, in its role of supporting the Commission, may contact the staff for assistance or information. The staff should provide this assistance or information, in consultation with OGC.

NRR Office Instruction LIC-107, Revision 3 Page 14 of 18 It is important for the PM and the review team to separate discussions related to hearing requests during public outreach. Keep hearing issues separate from licensing discussions, public presentations, and comment responses.

5. RESPONSIBILITIES AND AUTHORITIES Office of General Counsel The Operating Reactors Division and the Division of New Reactor Programs of OGC provide legal advice regarding operating reactors and represent the NRC's staff position in administrative proceedings concerning applications for license amendments. Legal services include, in part, reviewing applications for license transfers, providing advice to the Office of Commission Appellate Adjudication staff regarding license transfer adjudicatory proceedings when the staff is not a party to these proceedings, representing the staff when it is a party to license transfer adjudicatory proceedings, advising the staff on implementation of the Price-Anderson Act, being the point of contact between the NRC and counsel representing licensees and prospective licensees in license transfer applications, and advising the staff throughout the entire license transfer process. Legal services in support of license transfers include reviewing the initial FR notice, reviewing requests for additional information, and reviewing the proposed order, safety evaluation, communication plan, as applicable, comments to the public, if there are hearing contentions or Congressional questions, and conforming amendments.

Director, NRR Consistent with the delegation of signature authority in NRR Office Instruction ADM-200, Delegation of Signature Authority, the Director of NRR signs all orders authorizing the direct transfer of operating licenses and approving the associated conforming amendments for both power reactors and research and test reactors. Although the conforming amendment(s) is not signed and issued until the actual transfer of the ownership of the plant and/or operating authority is completed, the conforming amendment(s) is approved by the order.

Director, NMSS If the facility is in safe storage (SAFSTOR) and has been transferred to NMSS in accordance with NRR Office Instruction COM-101, NRR Interfaces with NMSS, and a Transfer of Project Management Responsibilities memorandum has been signed, NMSS prepares the order and the Director of NMSS, or designee, signs the order for both direct and indirect license transfers. The Director of NMSS, or designee, also signs the order for any transfer of an ISFSI that has a specific license as opposed to authorization under the general license provisions of Subpart K to 10 CFR Part 72, General License for Storage of Spent Fuel at Power Reactor Sites. Finally, the Director of NMSS, or designee, signs the amended ISFSI license if a specific license is involved.

NRR Office Instruction LIC-107, Revision 3 Page 15 of 18 NRR Divisions The NRR focal points for initial assessment of license transfer requests are the divisions responsible for overall management of the review for power reactors and overall management of the review for non-power production and utilization facilities.

Division Director for Overall Management of the Review for Power Reactors Consistent with the delegation of signature authority in ADM-200, the Director signs all orders approving indirect license transfers for operating power reactors or decommissioning nuclear power plants that have not been transferred to NMSS. In the unusual situation where license amendments are involved with an indirect transfer, the Director will sign them when issued.

Division Director for Overall Management of the Review for Non-Power Production and Utilization Facilities The Director of the Division responsible for oversight for non-power production and utilization facilities signs all orders approving indirect license transfers for non-power production and utilization facility licenses, as well as associated license amendments.

Division of Reactor Oversight The Director of the Division of Reactor Oversight is responsible, in part, for providing technical expertise in evaluating licensee technical qualifications.

Licensing PM The PMs responsibilities are similar to those for other licensing actions. In addition to the process presented in this office instruction, PMs can find general and other supporting guidance in NRR Office Instruction LIC-101. Unlike other licensing actions where OGC does its review and provides no legal objection at the conclusion of the review, OGC should be involved from the beginning of the review for license transfers.

The PM will need to be cognizant whether an ISFSI has a specific license or is authorized under the general license provisions of Subpart K to 10 CFR Part 72. Whether an ISFSI is authorized under a specific license or a general license can be readily determined by referring to the appendix to NUREG-1350, Information Digest, entitled, Dry Cask Spent Fuel Storage Licensees. Review and approval by NMSS is not required for the transfer of an ISFSI authorized under a general license. However, as discussed further in this office instruction, NMSS approval is required when dealing with an ISFSI authorized under a specific license. The PM will need to coordinate as appropriate with the NMSS counterpart.

Licensing Assistant Licensing assistant responsibilities are similar to those for other licensing actions. In addition to the process presented in this office instruction, licensing assistants can find general and other supporting guidance in Office Instruction LIC-101.

NRR Office Instruction LIC-107, Revision 3 Page 16 of 18 Division Director for Financial Assessment Activities The Director of the Division responsible for financial assessment activities including decommissioning funding, foreign ownership, control, or domination, insurance and indemnity, reviews of amendments to antitrust license conditions is responsible, in part, for providing resources to perform the review.

Branch Responsible for Non-Power Production and Utilization Facilities Licensing The branch responsible for overall management of license transfer reviews for non-power production and utilization facilities. Project management responsibilities for these transfers are similar to those for power reactor license transfers.

Financial Assessment Branch The Branch Chief is responsible for assigning the review resources and complying with the agreed upon schedule for completion of the financial qualification evaluation as reflected in the Licensing/Workload Management schedule. The Branch Chief determines whether the target dates and estimate of staff hours required for the review are reasonable. If not, the Branch Chief negotiates new figures with the staff responsible for the overall management of the review for power reactors and assigns a financial analyst to perform the review.

Financial Analyst The financial analyst will review the financial qualifications, including decommissioning funding, foreign ownership, control, or domination, and insurance and indemnity of the new licensee if a direct transfer is involved or the effect on the current licensee if an indirect transfer is involved, and provide SE input. The financial analyst will work closely with the assigned OGC attorney during the review.

Branch Responsible for Human Factors The Branch Chief is responsible for assigning the review resources and complying with the agreed upon schedule for completion of the technical qualifications evaluation as reflected in the Licensing/Workload Management schedule. The Branch Chief determines whether the target dates and estimate of staff hours required for the review are reasonable. If not, the Branch Chief negotiates new figures with the staff responsible for the overall management of the review for power reactors and assigns a technical qualifications reviewer to perform the review.

Technical Qualifications Reviewer The technical qualifications reviewer from the branch responsible for human factors will provide an SE input in those transfer cases where the responsibility for the operating authority, plant staffing, technical qualifications, or organizational structure is changed by the transfer.

Other Technical Review Organizations

NRR Office Instruction LIC-107, Revision 3 Page 17 of 18 Branches within the Office of Nuclear Security and Incident Response (NSIR) may provide input on special emergency preparedness or security issues, while NMSS may address spent fuel issues that might be affected by the proposed license transfer. Inputs should be provided to the PM in accordance with the schedule agreed upon as reflected in the Licensing/Workload Management schedule, so as not to delay issuance of the transfer order.

6. PERFORMANCE MEASURES No performance measures for this office instruction have been developed at this time.
7. PRIMARY CONTACT Tanya E. Hood Richard V. Guzman NRR/DORL/LPL2-2 NRR/DORL/LPL1 301-415-1387 301-415-1030 Tanya.Hood@nrc.gov Richard.Guzman@nrc.gov
8. RESPONSIBLE ORGANIZATION DORL
9. EFFECTIVE DATE July 13, 2020
10. CERTIFICATION DATE July 13, 2025
11. REFERENCES
1. Code of Federal Regulations, Title 10, Section 50.80, Transfer of licenses.
2. Code of Federal Regulations, Title 10, Section 50.90, Application for amendment of license, construction permit, or early site permit.
3. NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Chapter 13, Conduct of Operations, Section 13.1.1, Management and Technical Support Organization, Revision 6, August 2016, and Sections 13.1.2 and 13.1.3, Operating Organization, Revision 7, August 2016.
4. NUREG-1537, Guidelines for Preparing and Reviewing Applications for Licensing Non-Power Reactors, Part 1, Appendix A, Applicability of Selected Regulations in Title 10, Chapter I, of the Code of Federal Regulations to Non-Power Reactors, February 1996.
5. NUREG-1574, Revision 2, Standard Review Plan on Transfer and Amendment of Antitrust License Conditions and Antitrust Enforcement.

NRR Office Instruction LIC-107, Revision 3 Page 18 of 18

6. NUREG-1577, Revision 1, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance.

Enclosures:

1. Appendix A - Change History
2. Appendix B - Checklist

Appendix A - Change History Office Instruction LIC-107, Revision 3 Procedures for Handling License Transfers LIC-107 Change History Date Description of Changes Method Used to Announce &

Distribute Training 03/21/2002 This office instruction discusses procedures for handling direct or indirect license transfer requests in accordance with 10 CFR 50.80.

E mail to NRR staff None 11/22/2008 Revision to increase level of detail, reflect organizational and editorial changes, and include research and test reactors within the instruction scope.

E mail to NRR staff None 05/30/2017 Revision 2 reflects the elimination of the Office of Federal and State Materials and Environmental Management Programs (FSME); additional responsibilities for the Office of Nuclear Material Safety and Safeguards (NMSS); additional guidance on indemnity agreements; additional guidance for the licensing assistants to ensure that the conforming amendment is updated in the ADAMS authority file and that any organizational name changes are reflected in the plants boilerplates, associated NRC Web pages and plant rosters; organizational changes; the availability of updated boilerplates in ADAMS; and miscellaneous editorial changes and clarifications.

E mail to NRR staff None LIC-107 Change History Date Description of Changes Method Used to Announce &

Distribute Training 07/06/2020 This issuance of LIC 107, Revision 3, Procedures for Handling License Transfers, reflects the new format; the formation of the Financial Center of Expertise in the Office of Nuclear Material Safety and Safeguards (NMSS);

organizational changes after the Office of New Reactors (NRO) and the Office of Nuclear Reactor Regulation (NRR) merged on October 13, 2019, and miscellaneous editorial changes and clarifications.

E mail to NRR staff None

Appendix B - Checklist Office Instruction LIC-107, Revision 3 Procedures for Handling License Transfers This checklist is meant as an aid to PMs in handling license transfer orders and conforming amendments. As such, it is a document that accompanies NRR Office Instruction LIC-107, Procedures for Handling License Transfers. This checklist does not replace or negate the need to understand the responsibilities and actions required in this office instruction. It should be used in conjunction with the office instruction to assist the PM with planning the work involved in processing and issuing the order, SE, conforming amendment, and other associated documents and to ensure that nothing is inadvertently overlooked. The PM must refer to the details in the office instruction to fully address the scope of actions in the checklist.

FRONT-END ACTIONS OR QUESTIONS Shortly after receipt of the application from the licensee or applicant, the PM should address the following questions and take appropriate actions:

1.

Does the application meet all pertinent regulatory requirements for submission of an application?

Any person may submit an application for license transfer, provided that the application can be supported by a written consent from the existing licensee, or a certified copy of an order or judgment of a court of competent jurisdiction attesting to the persons right to possession of the facility or site involved (10 CFR 50.80). Such an application must be executed in a signed original by a duly authorized officer under oath or affirmation (10 CFR 50.30) and addressed to the NRC Document Control Desk (10 CFR 50.4). For additional guidance regarding oath or affirmation, and an alternate method to meet this requirement, see Regulatory Issue Summary 2001-18 (ADAMS Accession No. ML010990211). The PM should discuss with the licensee remedial actions if any of these requirements are not met.

Yes No

2.

Is the transfer direct or indirect?

Direct Indirect

3.

If the license transfer is for non-power production and utilization facilities, did the Commission provide consent in writing pursuant to 50.80(a)?

Yes No

4.

Does the application indicate that a copy has been sent to the designated State official?

This requirement is specified in 10 CFR 50.91(b)(1) regarding amendments. Specifically, the licensee should have sent a copy of the application to the designated State official.

Yes No

5.

Did the application request a conforming amendment?

A direct transfer involves a new licensee, and most likely would need a name change in the license (i.e., the application should include an application for a conforming amendment to reflect the new licensee name). On the other hand, an indirect transfer may involve a change in the parent or holding company of the current licensee and may not need anything changed in the current operating license. If in doubt, consult with OGC and discuss with the licensee.

In terms of work planning, a separate CAC number may be needed for the conforming amendment if the target date for completion of the transfer is significantly later than that for the order.

Yes No

6.

Does the application include as much of the information described in

§§ 50.33 and 50.34 of this part with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license?

At this early stage of review, the PM should discuss the acceptance review for sufficiency of information to begin the review with the responsible technical branches. The PM should refer to NRR Office Instruction LIC-109, Acceptance Review Procedures, for guidance.

The PM should promptly communicate with the licensee if any deficiency is identified.

Yes No

7.

Is a copy of the publicly available version of the application placed on the NRC public Web site?

This requirement is stated in 10 CFR 2.1301. Per 10 CFR 2.1303, unless exempt from disclosure under 10 CFR Part 9, the following documents should also be placed on the NRC public Web site: (a) correspondence to and from the applicant or licensee related to the application, (b) FR notices, (c) NRC staff safety evaluations, (d) NRC staff order, and (e) if a hearing is held, hearing records and decision.

Yes No

8.

If the plant site houses an independent spent fuel storage installation (ISFSI) with a specific license, did the application also address transfer of the ISFSI?

The PM needs to discuss this with NMSS to understand its scope of review as it relates to NRRs review and agree on target dates. If the application makes no mention of the ISFSI with a specific license, the PM should immediately discuss the omission with the licensee and NMSS.

Yes No

9.

Has OGC been informed of the application and provided copies?

License transfer reviews are mostly concerned with legal and financial matters. Accordingly, OGC should be involved from the start of the acceptance review. The assigned OGC attorney normally keeps in touch with attorneys representing the applicant and/or the licensee, the financial reviewer(s), and the PM during the review. Note that OGC must concur on all correspondence from the NRC staff including FR notices and may also need to concur on requests for additional information, particularly when a hearing has been requested.

Yes No

10. Is public notification prepared and issued?

The regulations at 10 CFR 50.80 require the NRC staff to issue an appropriate notice to interested persons, including the existing licensee. This notice is to be published in the FR (see template at ADAMS Accession No. ML14022A036). The notice will (1) describe the proposed transfer; (2) announce that requests for a hearing must be filed within 20 days; (3) announce that written comments must be filed within 30 days per 10 CFR 2.1305, (4) declare that, per 10 CFR 2.1315, and unless otherwise determined by the Commission, the conforming amendment to be issued involves no significant hazards consideration (NSHC) and no comments on the NSHC determination are solicited from the public; and (5) state that the comment procedures contained in 10 CFR 2.1305 apply. The PM should make sure that the FR notice directs anyone seeking access to the proprietary, confidential information redacted from the publicly available version of the application (typically the proprietary financial projections) to the applicant as opposed to the NRC.

If the applicant determined that a conforming amendment is needed, it would apply for it under 10 CFR 50.90. Under such circumstance, 10 CFR 50.91 requires the applicant to provide an NSHC analysis.

The NRC staff, however, does not need to publish an NSHC evaluation because 10 CFR 2.1315 has generically determined that a conforming amendment involves NSHC; this is so stated in the NRC staffs FR notice regarding the proposed license transfer.

Per 10 CFR 2.309(b)(1), the FR notice will specify a date, 20 days from publication, on or before which hearing requests and intervention petitions must be filed.

Yes No

11. What should be done about environmental considerations?

There is no statutory or regulatory requirement for an environmental impact statement or environmental assessment for the order and conforming amendment. The regulation at 10 CFR 51.22(c)(21) provides that approvals of direct or indirect license transfers and any associated conforming amendments are categorically excluded from environmental review. The Environmental Considerations section of the SE should cite this regulation.

12. Does the application propose an issuance date for the order and conforming amendment?

Some applications are very specific in this regard, while others only provide a general target date because the applicant/licensee may still be undergoing financial negotiations and seeking approval from other governmental bodies. License transfers typically involve significant time-sensitive financial implications (e.g., the fuel in a reactor core is worth tens of thousands of dollars less after each day of burnup). The NRC staffs failure to approve the transfer on the date the application specifies could mean significant financial penalty, or significant re-work of the financial arrangements. Thus, it is incumbent upon the PM to ensure that the NRR technical review branches, NMSS, and OGC have review schedules using the same final target date.

Yes No

13. Does the application contain proprietary information?

License transfer applications usually contain proprietary information.

The NRC staff should follow the guidance of NRR Office Instruction LIC-204. In the context of a proposed license transfer order and conforming amendment, the NRC staff needs to be cautious in its day-to-day activities (e.g., issuance of formal or draft correspondence) such that proprietary information is not inadvertently released. The PM should be cognizant that one party in the transaction may be withholding certain information from another party. This is typical for financial projections when each entity is in competition in the same power market area. Note that proprietary information may be as simple as a number (e.g., dollar amounts), a word, or a single phrase.

Inadvertent release of proprietary information is reportable to the Inspector General and the Executive Director for Operations (see Management Directive 3.4, section on Inadvertent Release of Information).

Yes No WORK PLANNING License transfers typically involve significant time-sensitive financial implications (e.g., the fuel in a reactor core is worth tens of thousands of dollars less after each day of burnup). The NRC staffs failure to approve the transfer on the date the application specifies could mean significant financial penalty, or significant re-work of the financial arrangements.

1.

Through the Licensing/Workload Management software, assign a financial analyst to complete the financial qualifications review. The financial analyst reviews the financial qualifications of the proposed owner and operator (if different from the owner).

If the entity that will become the operator is different from the entity that will become the owner, the financial qualification for both entities needs to be assessed. While the exact same type of financial review done for an owner is not applicable for the operator, the financial analyst still needs to review a combination of the financial Yes No qualifications of the owner (assuming it is ultimately responsible for costs) with the analysis of the contract between the owner and the operator regarding the payment of costs. See the Commission ruling on the Northern States Power Company/Monticello case, CLI-00-14, 52 NRC 37 (2000), and the companion case, CLI-00-19, 52 NRC 135 (2000).

2.

Through the Licensing/Workload Management software, assign the branch responsible for human factors to complete the technical qualifications review.

Yes No

3.

Does the plant site include an ISFSI, under a specific or general license, which would be transferred at the same time?

If the ISFSI received a specific license as opposed to authorization under the general license provisions of Subpart K to 10 CFR Part 72, the NMSS Office Director, or designee, must sign the order approving the license transfer and the amended ISFSI license. The Licensing PM should also confirm that NMSS will revise the specific ISFSI license as appropriate.

Yes No

4.

Are the SE target dates supportive of the proposed date of completion of the transfer?

Yes No PRE-ISSUANCE OBLIGATIONS FOR THE ORDER

1.

Has the 20-day period (i.e., the period for requesting a hearing) required by 10 CFR 2.309(b)(1) passed since publication of the notice in the FR?

Yes No

2.

Any comments from the public or State government?

Per 10 CFR 2.1305, as an alternative to requests for hearings and petitions to intervene, persons may submit written comments regarding license transfer applications. The NRC will consider and, if appropriate, respond to these comments, but these comments do not otherwise constitute part of the decisional record. It should be noted, that the draft SE is not to be shared with the public or the state. The draft SE is predecisional information. Refer to Management Directive 3.4, Release of Information to the Public, for more detail information.

Yes No

3.

Are all of the applicants submittals (i.e., original application and any supplemental information) submitted under oath or affirmation, and docketed in ADAMS?

Yes No

4.

Has the PM issued a letter to determine withholding from public disclosure for each applicant submittal containing proprietary information?

The applicants submittals typically contain proprietary information of financial nature (i.e., dollar amounts). The PM should suspect that any formal or informal communications with the applicant may likewise contain proprietary information and handle them accordingly.

Yes No

5.

If a hearing has been requested and the hearing will not be completed before issuance of the order, did the PM prepare an NSLA to inform the Commission of the imminent issuance of the order?

If there is an ongoing or pending hearing, it should be so noted in the SE and the order. Before issuance of the order, the PM prepares an NSLA to inform the Commission of the imminent issuance of the order.

The PM should inform OGC when the NSLA is transmitted to the Commission.

Yes No

6.

Did the PM discuss with management and the Regional office about the need for a communication plan?

There is no regulatory requirement or guidance that specifies a communication plan. The need for such would be determined by the level of public interest in the proposed license transfer or the plant itself (e.g., requests for intervention, public comments, State government comments, media interest, etc.).

Yes No

7.

Did the proposed new licensee provide a letter to the NRC stating that it has the required insurance?

This letter is needed before financial assessment branch can issue an amendment to the indemnity agreement to reflect the name of the new licensee.

Yes No

8.

Has the financial assessment branch prepared an amended or new indemnity agreement?

An indemnity agreement is required to reflect the ownership of the facility. Therefore, a direct license transfer typically requires an amended or new indemnity agreement that is issued concurrent with the conforming amendment(s) upon the completion of the license transfer action. The indemnity agreement for an indirect license transfer is generally unchanged.

Yes No

9.

Did the licensee/applicant send a letter to the NRC to indicate the date the transaction will be completed?

The conforming amendment is to be issued on that day, not before and not after.

Yes No

10. Did the new licensee send a letter to the NRC to identify all the ongoing reviews (amendments, exemptions, relief requests, etc.), and request the NRC to continue its review of those actions?

This letter is needed because those actions were requested by the prior licensee, and the NRC has no reason to continue its review unless the new licensee adopts and endorses the outstanding items on the docket. Since some of the ongoing reviews (e.g.,

amendments) were requested by the prior licensee under oath or affirmation, the new licensees adoption letter must also be under oath or affirmation, or equivalent.

Yes No PREPARATION OF CONFORMING AMENDMENT Issuing the conforming amendment is essentially done the same way as issuing a regular amendment, except that the package contains no SE because the conforming amendment is referenced and approved as part of the order consenting to the license transfer. In addition, the amendment package contains a biweekly notice of issuance of conforming amendments (template at ADAMS Accession No. ML16166A006).

The conforming amendment, the amended or new indemnity agreement, the amended ISFSI license, if applicable, and biweekly notice of issuance are issued on the day the license transfer transaction is completed and after receipt of notification from the licensee confirming the transaction. This is necessary because if it is issued before, the new licensee name may invalidate the operating license for the current and existing licensee, and if it is issued afterwards, the new licensee would have no authorization to operate under the old license.

1.

Does the conforming amendment package include an amendment to the indemnity agreement (prepared by the financial assessment branch) for the new licensee?

Yes No

2.

Did the PM inform the NRR Director, who is the signer of the conforming amendment unless the license transfer is for non-power production and utilization facilities, that the conforming amendment is identical to the draft issued with the order, or that minor changes had been made?

Yes No

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