Hill, Carol

From: Sent: To:

Nate Lykins <Nate.Lykins@wallerlaw.com>

Thursday, March 28, 2019 4:57 PM

Hill, Carol

Subject: Attachments:

[External_Sender] Notice of Upstream Restructuring of CMSC, LLC (Materials License no. 25-27721-01; Docket no. 030-35944)

CMSC, LLC (Lie. 25-27721-01) NRC Letter and App. E.pdf

Ms. Hill,

I am writing to inform the U.S. Nuclear Regulatory Commission (the "NRC") of an upstream ownership restructuring involving the indirect owners of CMSC, LLC d/b/a Great Falls Clinic Medical Center (the "Licensee"), which currently holds Materials License number 25-27721-01 (Docket no. 030-35944) issued by the NRC. Based on conversations with Latischa Hanson of the NRC, it is my understanding that the Licensee is required to submit a letter describing the restructuring and the information requested by Appendix E to the Consolidated Guidance About Materials Licenses Final Report to you via email. Both of those items are contained in the attachment to this email.

Thank you for your assistance with this matter. Please do not hesitate to contact me if you have any questions or need any additional information.

Nate Lykins Associate

waller Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 615.850.8531 nate. iykins@wallerlaw.com vCard

PUBLIC 0 Immediate Release 'I{_ Normal Release

NON.PUBLIC 0 A.3 Sensitive-Security Related 0 A.7 Sensitive Internal 0 Other:_~---- -

Revfewer: ~ Date: Cf- Z...-tq

The information contained in this message and any attachments is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If you have received this message in error, you are prohibited from copying, distributing, or using the information. Please contact the sender immediately by return e-mail and delete the orig inal message.

1

GREAT FALLS CLINIC

VIA EMAIL: carol.hill@nrc.gov

U.S. Nuclear Regulatory Commission

Washington, DC 2055-0001

n T) .-

March 28, 2019

Re: CMSC, LLC d / b /a Great Falls Clinic Medical Cen ler (License no. 2 5-27121-

01; Docket no. 030-35944)

Ms. Hill,

I am writing to inform you of an upstream oWhership restructuring involving the indirect owners of CMSC, LLC. d/b/a Great Falls Clinic Medical Center (the "Licensee"). The Licensee currently holds Materials License number 25-27721•01 (Docket no. 030-35944) (the "License") issued by your agency.

The Licensee is wholly owned by Montana Health Partners, LLC ("Hospital Parent"). SMBI Great Falls, LLC ("SMBI") and Great Falls Clinic, LLP ("Clinic") each own fifty percent (50%) of Hospital Parent. As part of the restructuring, SMBI will become Hospital Parent's sole owner. SMBI is now and will remain a wholly owned, indirect subsidiary of Surgery Partners, Inc., a publicly traded company.

The Licensee's name, tax identification number, and location will not change as a result of the restructuring. Additionally, the Licensee does not expect the restructuring to result in any changes to its personnel, radiation safety program, waste management, or any other procedures related to the License.

Based on conversations with your agency, I understand that the Licensee is required to submit Appendix E to the Consolidated Guidance About Materials Licenses Final Report. Accordingly, please find a copy of Appendix E enclosed with this letter.

Thank you in advance for your assistance. If you have any questions or need any additional information, please do not hesitate to contact me at 406-771-3126 or at Haley.Denzer@gfclinic.com.

Sincerely,

Haley Denzer, CAO

CMSC,LLC

3010 1!>1" Avenue South I G1cat Falls, MI 594011 I phonC' 40G.116.ROOO I fax 406.216.8001

lb.611771

Appendix E: Information Needed for Transfer of Control Application

1. Describe any planned changes in the organization, including but not limited to, transfer of stocks or assets and mergers, change in members on Board of Directors, etc. Provide the new licensee name, mailing add r~ and contact information, including phone numbers. Clearly identify when the amendment request is due to a name change only.

CMSC, LLC (the "Licensee") owns and operates a general acute.-care hospital located at 3000 15th Avenue South, Great Falls, MT 59405 and holds U.S. Nuclear Regulatory Commission Materials Ucense number 25-27721-01, Amendment 16 (the ''License").

The planned changes involve the restructuring of the Licensee's indirect owners, and do not involve any changes to the Licensee's name, tax identification number, location, personnel, or policies and procedures. Charts depicting the Licensee's current and post­restructuring ownership structure are attached as Attachment 1 and Attachment 2.

As depicted in Attachments 1 and 2, Montana Health Partners. LLC ("Hospital Parent") is the sole owner of the Licensee. SMBI Great Falls, LLC ("SMBI") and Great Falls Clinic, LLP ("Clinic"} each own fifty percent (50%} of Hospital Parent. During the restructuring, SMBI will acquire Clinic's fifty percent (50%) ownership interest in Hospital Parent and become Hospital Parent's sole owner (the "Restructuring").

Although there may be a change to the members of the Board of Directors as a result of the Restructuring, the Licensee's name, mailing address, and contact information will remain the same. The Licensee's assets will remain with the Licensee.

l. Describe any changes in personnel or duties that relate to the licensed program. Include training and experienc.e for new personnel and any changes in the training program.

No personnel or duties related to the licensed program will be changed as a result of the Restructuring.

3. Describe any changes in the location, facilities, equipment; radiation safety program, use, possession, waste management, or other procedures that relate to the licensed program.

There will be no changes to the location, facilities, equipment. radiation safety program, use, possession, waste management, or other procedures that relate to the licensed program as a result of the Restructuring.

4. Describe the status of the licensee's facilities, equipment, and radiation safety program, including any known contamination and whether decontamination will occur prior to transfer. lndude the status of calibrations, leak tests, area surveys, wipe tests, training, quality control, and related records.

The Licensee's facilities, equipment, and radiation program will remain the same after the Restructuring. Additionally, the Licensee will continue to use the same operating inventory,

11a11rr1

the same personnel, and the same radiation safety officer ("RSO'l All calibrations are currertt, and there is not any evidence of contamination. The Licensee's RSO and medical physicist conduct all area monitoring tests, instrument quality control tests, wipe counter, dose calibrations, linearity tests, and wipe reports quarterly, and all readings are normal. All necessary documentation is retained as required by the regulations of the U.S. Nuclear Regulatory Commission (the "NRC") and the conditions of the License. All required documentation is maintained and available for review by the NRC.

S. H current decommissioning funding plans (DFP) will be changed as a result of the transfer; the revised DFP should be submitted. If other financial assurance documents will be changed as a result of the transfer, confirm that all financial assurance instruments associated with the lkense will be held in the transferee's name before i:he license is transferred, and as required by 10 CFR 30.35(f), the licensee must, within 30 days, submit financial instruments reflecting such changes.

The Licensee's current decommissioning funding plans and other financial assurance documents will not be changed as a result of the Restructuring.

6. Confirm that all records concerning the safe and effective decommissioning of the facility will be transferred to the transferee or to NRC, as appropriate. These records include documentation of surveys of ambient radiation levels and .fixed and/or removable contamination, including methods and sensitivity.

All records concerning the safe and effective decommissioning of the facility will remain with the Licensee;

7. Confirm that both transferor and transferee agree to transferring control of the licensed material and activity, and the conditions of transfer, and that the transferee bas ~n made aware of any open inspection items and its responsibility for possible resulting enforcement actions.

The Licensee. Hospital Parent, Surgery Partners, and Clinic all agree to the Restructuring. The Licensee is aware of any open inspection items and will continue to be responsible for possible resulting enforcement actions.

8. Conti.rm that the transferee will abide by all constraints, conditions, requirements, representations, and commitments of the transferor or that ~he transferee will submit a complete description of the proposed licensed program.

The Licensee will continue to abide by all constraints, conditions, requirements, representations, and commitments.

9. The tran,feree, int.he case of fuel cycle facilitie,, shall provide documentation showing that it is financially qualified to conduct normal operations. The information can be in the form of income statements and balance sheet forecasts. This item is not applicable.

Attachment 1: CMSC, LLC Current Ownership Structure

BC'PE Seminole Holdings LP Surgery Partners. Inc. 82-1436887 --;. 47-3620923

OWtlS L.. _____ J2_.B4_~_~•_1n_d_i=_ 1_• ____ _. 65_67% or1..-_____ 5_0_%_h~•d_ire_c_1• ____ __.

~ owns I 00% of

i *Note - These percentages ' l rcp=nt indirc-cl ownership in the : Licensee, CM~C. LLC

! . . 1 .. - ·- ---- - - • ------ .. - --- - · -- - .. .... -- ... - - - -

Surgery Center Holdings, LLC 27-0778690 SO% l11diJCCt•

! owns 100%of

SP HOLDCO I, Inc. 47-2308709 SO% lttdircct•

l owns 100% of

Surgery Center Holdings, Inc. 27-0779238 50% lndirc~1·

l owns 100% of

Symbion Holdings Corporation 26-0711699 50% I11diJCCt'

,l. owns 100% of

Symbion, Inc. 62-1625480 so,1, lndi,wt•

l owns IOO~ of

Symbion Ambulatory Resource Centres, Irie. 62-1615675 SO% lndl,.,c,•

! owns [00%of

ARC Financial Services Corporation 62-1757872 50% Indirect•

J, own, I 00% of

SP Management Services, Inc. 62-1736048 SO% lndirec1•

1 owns JOO% of

SMBI Great Falls, LLC 45·2664701

("SMBI") 50%.!ndir~,· l owns50%of

Montana Health Partners, LLC 04-3840960

("Hospital Parent") I OO'l. Oirec1

.I,

CMSC, LLC 84-1396628

(the ,;Licensee")

owns

Great Falls Clinic, l,LP 81·0141660

~0%of L..------------.....J

fh611771

Attachment 2: CMSCt LLC Post-Restructuring Ownership Structure

BCPE Seminole Holdings LP - Surgery Parltters, Inc. 82-1436887 owns .... 47-3620923

6S.67%of ' ! owns 100% of

Surgery Center Holdings, LLC 27•0778690

l <lWllS l00% of

SP HOLDCO t, Inc. 47•2308709

! owns 100% of

Symbion Holdings, LLC (fka Symbian - Surgery Center Holdings, Inc. Holdings Corporation) ' -owns 27-0779238 26--0711699

100% of

t owns99%of

•I•"' ~"' ,,,.~ SGRY Holdings, LP " SGRY, LLC (fka Symbion, Inc.} ;:

36·4924093 owns 62·1625480 100%of

! DWIIS 100%01'

Symbion Ambulatory Resource Centres. LLC (:fka Symbi<>n Amb"latory Rc,o~re• Ci:,otrc•, h•~-l

62·16IS67S

1 ownsl00%of

ARC Financial Services, LLC (lka ARC Financial Senrfoes. CorporaLion

62·1757872 i own• !OO%or

I SP Management Services, lnc.

I 62-1736048 i ownsl00%ot'

SMBI Great Falls, LLC 45·2664701

(''SMBI")

I ,. Qwns IOO%cf

Montana Health Partners, LLC 04-3840960

("I lospital Parent")

~ owns l00%of

CMSC, LLC 84·1396628

(the "Licensee'"}

th611771

NRC FORM 532 ,.of>·--.., U.S. NUCLEAR REGULATORY COMMISSION (05-2016) l¥~ ;; ll ACKNOWLEDGEMENT - RECEIPT OF CORRESPONDENCE I, C

~ 1 ... ~ ........

Name and Address of Applicant and/or Licensee Date

I 04/02/2019 I License Number(s)

Ms. Vicki Newmiller, President and CEO I 25-27721-01 I CMSC, LLC dba Great Falls Clinic Hospital

Mail Control Number{s} 3010 15th Avenue South I Great Falls, MT 59405 611771 I Licensing and/or Technical Reviewer or Branch

C. Hill

This is to acknowledge receipt of your: D Letter and/or 0 Application Dated: 03/28/2019

The initial processing, which included an administrative review, has been performed.

0 Amendment D Termination D New License D Renewal

D There were no administrative omissions identified during our initial review.

D This is to acknowledge receipt of your application for renewal of the material(s) license identified above. Your application is deemed timely filed, and accordingly, the license will not expire until final action has been taken by this office.

D Your application for a new NRC license did not include your taxpayer identification number. Please complete and submit NRC Form 531, Request for Taxpayer Identification Number, located at the following link: httg://www.nrc.gQv/reading-rm/doc-collections/forms/nrc531.Qdf

Follow the instructions on the form for submission.

D The following administrative omissions have been identified:

Your application has been assigned the above listed MAIL CONTROL NUMBER. When calling to inquire about this action, please refer to this control number. Your application has been forwarded to a technical reviewer. Please note that the technical review, which is normally completed within 180 days for a renewal application (90 days for all other requests), may identify additional omissions or require.additional information. If you have any questions concerning the processing of your application, our contact information is listed below:

Region IV U. S. Nuclear Regulatory Commission DNMS/NMSB · B 1600 E. Lamar Boulevard Arlington, TX 76011-4511 (817) 200-1103 or (817) 200-1140

NRC FORM 532 (05-2016)

/rt

BETWEEN:

Accounts Receivable/Payable and

Regional Licensing Branches

[ FOR ARPS USE ] INFORMATION FROM WBL

Program Code: 02230 Status Code: Pending Amendment Fee Category:7C Exp. Date: 08/31/2022 Fee Comments: Decom Fin Assur Reqd: N

License Fee Worksheet - License Fee Transmittal A.REGION

1. APPLICATION ATTACHED Applicant/Licensee: CMSC, LLC dba Great Falls Clinic Hospital

Received Date: 03/28/2019 Docket Number: 3035944 Mail Control Number: 611771 License Number: 25-27721-01

Action Type: Amendment

2. FEE ATTACHED

Amount:

Check No.:

3. COMMENTS

Signed:

Date:

B. LICENSE FEE MANAGEMENT BRANCH (Check when milestone 03 is entered / /

1. Fee Category and Amount: -----------------2. Correct Fee Paid. Application may be processed for:

Amendment:

Renewal:

License:

Signed:

Date:

1