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Japan Bank for International Cooperation

Filed: 12 May 22, 10:09am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

NuScale Power Corporation

(Name of Issuer)

 

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

 

67079K100
(CUSIP Number)


Christopher Kentaro Jones

Japan NuScale Innovation, LLC

3151 Briarpark Drive, Suite 400

Houston, TX 77042, U.S.A.

+1 832 591 2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

Michihiro Nishi

Clifford Chance, Tokyo

1-1, Marunouchi 1-chome, Palace Building, 3rd floor

Chiyoda-ku

Tokyo 100-0005

Japan

+81 3 6632 6600

May 2, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

*              The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

Japan NuScale Innovation, LLC

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,0701

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,0702

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

OO

    

 

 

1Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).
  
2Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

Japan Bank for International Cooperation

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,0703

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,0704

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

BK

    

 

 

3Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).
  
4Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

JGC Holdings Corporation

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) o

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,0705

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,0706

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

o

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

CO

    

 

 

5Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).
  
6Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

JGC America, Inc.

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,0707

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,0708

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

CO

    

 

7Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

8Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

IHI Corporation

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,0709

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,07010

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

CO

    

 

 

9Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

10Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

CUSIP NO. 67079K100

 

1

NAME OF REPORTING PERSON

 

IHI Americas Inc.

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) x

  (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨

 

 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

19,285,07011

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

19,285,07012

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

19,285,070

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%

14

TYPE OF REPORTING PERSON

 

CO

    

 

 

11Includes the power to vote JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

12Includes the power to dispose of JNI's 19,285,070 Class B Shares, which JNI has a right to exchange for an equal number of Class A Shares (see Item 6).

 

 

Item 1.Security and Issuer

 

This statement on Schedule 13D (this "Schedule 13D") relates to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Shares"), of NuScale Power Corporation, a Delaware corporation (the "Issuer"), whose principal executive offices are located at 6650 SW Redwood Lane, Suite 210, Portland, OR 97224. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 2.Identity and Background

 

(a)-(c), (f) This Statement is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934 as amended (the "Exchange Act"):

 

(i) Japan NuScale Innovation, LLC ("JNI"), a Delaware limited liability company, whose principal business is to invest in NuScale. JNI's principal business address is 3151 Briarpark Drive, Suite 400, Houston, Texas 77042, USA;

 

(ii) Japan Bank for International Cooperation ("JBIC"), a Japanese kabushiki kaisha, wholly owned and controlled by the Government of Japan, whose principal business is serving as a policy-based financial institution to contribute to the sound development of Japan and the international economy and society. JBIC's principal business address is 4-1, Ohtemachi 1-Chome, Chiyoda-Ku, Tokyo 100-8144, Japan;

 

(iii) JGC Holdings Corporation ("JGC"), a Japanese kabushiki kaisha, whose principal business is to control and manage the business activities of companies by holding shares or interests to engage in engineering, procurement, and construction ("EPC"), and operation and maintenance ("O&M") activities related to plants, facilities and systems in such areas of business as petroleum, petroleum refining, petrochemicals, gas, chemicals in general, electric power, steel manufacturing, non-ferrous metals, metal refining, nuclear power. JGC's principal business address is 2 Chome-3-1 Minatomirai, Nishi Ward, Yokohama, Kanagawa 220-6001, Japan;

 

(iv) JGC America, Inc. ("JGC America"), a Texas corporation and wholly owned subsidiary of JGC, which is the primary JGC operating company in the United States and provides EPC contracting and management, commissioning, and O&M services in a wide range of plant construction fields across the United States, including LNG, gas to liquids, oil and gas production, petroleum refining, petrochemicals, and gas chemicals. JGC America's principal business address is 3151 Briarpark Drive, Suite 400, Houston, Texas 77042, USA;

 

(v) IHI Corporation ("IHI"), a Japanese kabushiki kaisha, whose principal business is as a comprehensive heavy-industry manufacturer. IHI's principal business address is TOYOSU IHI BUILDING, 1-1, Toyosu 3-chome, Koto-ku, Tokyo 135-8710, Japan; and

 

(vi) IHI Americas Inc. ("IHI America"), a Delaware corporation and wholly owned subsidiary of IHI, which oversees the IHI group's businesses in the Americas. IHI America's principal business address is 1251 Avenue of the Americas, Suite 750, New York, New York 10020, USA.

 

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons". Each of the Reporting Persons is a party to that certain Joint Filing Agreement, attached as Exhibit 99.1 to this Schedule 13D. Accordingly, the Reporting Persons are hereby filing this joint Schedule 13D.

 

Information regarding the executive officers and directors of each of the Reporting Persons is set forth in Annex A hereto.

 

 

 

(d)-(e) During the last five years, none of JNI, JBIC, JGC, JGC America, IHI or IHI America and, to the knowledge of JNI, JBIC, JGC, JGC America, IHI and IHI America, none of the persons listed as directors or executive officers of JNI, JBIC, JGC, JGC America, IHI or IHI America in Schedule A attached hereto has, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

JBIC, JGC America and IHI America are parties to the JNI LLCA (see Item 6) and may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act. For a description of the relationship between the Reporting Persons, see Items 4 and 6.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

All shares reported herein were received by the applicable Reporting Person on May 2, 2022, pursuant to the Agreement and Plan of Merger dated December 13, 2021 (as amended, the "Merger Agreement", and the merger described therein, the "Merger"), by and among Spring Valley Acquisition Corp. (the predecessor to the Issuer prior to the Merger), Spring Valley Merger Sub, LLC, an Oregon limited liability company, and NuScale Power, LLC ("NuScale LLC"). In connection with the Merger, the Issuer issued to JNI 19,285,070 shares of Class B common stock, par value $0.0001 per share, of Issuer (the "Class B Shares") and the same number of Class B common units of NuScale LLC (the "Class B Units") in exchange for pre-existing equity that JNI held in NuScale LLC. As further described in Item 6, each Class B Share (together with a Class B Unit) is exchangeable for one Class A Share. The Class A Shares and Class B Shares are each entitled to one vote per share and vote together as a single class on all matters.

 

Item 4.Purpose of Transaction

 

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference.

 

On March 30, 2021, as an indirect investment by JGC America, JNI acquired certain preferred units of NuScale LLC (the "JGC Purchase"). In connection with the JGC Purchase, NuScale LLC entered into a business collaboration agreement with Fluor Enterprises, Inc. ("Fluor") and JGC, pursuant to which NuScale LLC and Fluor granted JGC certain rights in the engineering, procurement, construction, and commissioning ("EPCC") of the 6-module power plant to be deployed at the Idaho National Laboratory as part of Utah Associated Municipal Power Systems' Carbon Free Power Project as well as future EPCC opportunities, subject to JGC, Fluor, and NuScale LLC's commercially reasonable efforts to mutually agree on reasonable pricing.

 

On June 1, 2021, as an indirect investment by IHI America, JNI acquired certain preferred units of NuScale LLC (the "IHI Purchase"). In connection with the IHI Purchase, NuScale LLC entered into a business collaboration agreement with Fluor and IHI, pursuant to which NuScale LLC guaranteed a certain value of scope of work to IHI, subject to NuScale LLC and IHI reaching agreement on pricing.

 

On April 4, 2022, as an indirect investment by JBIC for the purpose of supporting overseas business expansion of JGC and IHI, achieving the nuclear energy policies of the Japanese Government, and enhancing Japan-U.S. cooperation in the field of nuclear energy, JNI purchased 40,145,985 Series A preferred units of NuScale LLC from Fluor for an aggregate purchase price of approximately $110 million (the "JBIC Purchase"). These Series A preferred units and the preferred units purchased in the JGC Purchase and IHI Purchase were converted into 19,285,070 shares of Class B Shares and the same number of Class B Units in the Merger.

 

General

 

The Reporting Persons indirectly acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

 

 

 

Subject to the terms of JNI LLCA, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the common stock of the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the board of directors of the Issuer. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and unitholders, as applicable, or that any such transaction would be successfully implemented. Pursuant to the Voting Agreement, as further described in Item 6, the Issuer is obligated to use good faith efforts to comply with certain environmental and social guidelines and, upon clearance by the Committee on Foreign Investment in the United States (CFIUS) with respect to the JBIC Purchase, JNI shall be entitled to nominate one director to the board of directors of the Issuer (which nomination Fluor will support).

 

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

 

Item 5.Interest in Securities of the Issuer.

 

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated herein by reference.

 

(a)-(b) While JNI currently only holds Class B Units and Class B Shares, as a result of the Exchange Right, described in further detail in Item 6, as of the effective time of the Merger, JNI and the other Reporting Persons may be deemed to have shared beneficial ownership of 19,285,070 Class A Shares. As of the date of this filing, the Reporting Persons have the following direct and indirect beneficial ownership interests in the Class A Shares.

 

  Directly Owned  Indirectly Owned  Directly and Indirectly Owned 
  Number  % of Class  Number  % of Class  Number  % of Class 
JNI  19,285,070   8.7%  0   0%  19,285,070   8.7%
JBIC(1)  0   0%  19,285,070   8.7%  19,285,070   8.7%
JGC(2)  0   0%  19,285,070   8.7%  19,285,070   8.7%
JGC America(1)  0   0%  19,285,070   8.7%  19,285,070   8.7%
IHI(3)  0   0%  19,285,070   8.7%  19,285,070   8.7%
IHI America(1)  0   0%  19,285,070   8.7%  19,285,070   8.7%

 

(1)JBIC, JGC America, and IHI America collectively own 100% of the equity interests of JNI. Consequently, JBIC, JGC America, and IHI America may be deemed to indirectly possess shared voting power over, and therefore beneficially own, the 19,285,070 Class B Shares directly held by JNI, which such Class B Shares may be exchanged for Class A Shares.
(2)JGC is the sole shareholder of JGC America. Consequently, JGC may be deemed to indirectly possess shared voting power over, and therefore beneficially own, 19,285,070 Class B Shares directly held by JNI, which such Class B Shares may be exchanged for Class A Shares.
(3)IHI is the sole shareholder of IHI America. Consequently, IHI may be deemed to indirectly possess shared voting power over, and therefore beneficially own, 19,285,070 Class B Shares directly held by JNI, which such Class B Shares may be exchanged for Class A Shares.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any of the Class A Shares held by other Reporting Persons, and each of the Reporting Persons expressly disclaims such beneficial ownership.

 

(c) Other than pursuant to the Merger, JBIC Purchase, and the Voting Agreement described in Item 6 herein, no transactions in Class A Shares were effected by the Reporting Persons or the persons listed as directors or executive officers of JNI, JBIC, JGC, JGC America, IHI or IHI America in Schedule A attached hereto during the 60 day period ended May 12, 2022.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth, or incorporated by reference, in Item 4 of this Schedule 13D is incorporated herein by reference.

 

Except as set forth herein, none of the Reporting Persons or the persons listed as directors or executive officers of JNI, JBIC, JGC, JGC America, IHI or IHI America in Schedule A attached hereto have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Voting Agreement

 

On April 4, 2022, Fluor, NuScale, JNI and JBIC entered into that certain letter agreement regarding Board and Management Rights (the "Voting Agreement"), pursuant to which the Issuer is obligated to use good faith efforts to comply with certain environmental and social guidelines advocating for the prevention and minimization of impact on the environment and local communities and, subject to approval from CFIUS of the JBIC Purchase, JNI will be entitled to nominate one director to the board of directors of the Issuer (the "Director Nomination Right") and Fluor will be required to vote its equity interests in the Issuer in favor of electing such nominee upon approval by the Issuer's Nomination and Corporate Governance Committee (the "Voting Obligation"). As of the date of this Schedule 13D, such approval from CFIUS has not yet been obtained and accordingly, the Director Nomination Right and the Voting Obligation are not yet in effect.

 

JNI LLCA

 

On March 22, 2022, JNI, JGC America, IHI America and JBIC entered into the Third Amended and Restated Limited Liability Company Agreement of JNI (the "JNI LLCA") for the purpose of investing in NuScale LLC. Pursuant to the JNI LLCA, any matter to be voted on by the members requires the unanimous approval of such members, and any matter to be voted on by the directors appointed by the members requires at least 1 vote from a director appointed by each member. Subject to the terms of the JNI LLCA, each member may cause JNI to purchase all of such member's membership interest in JNI in exchange for the transfer of Class B Units and Class B Shares attributable to such member and held by JNI back to such member ("Transfer of Investment"). Upon a proposed Transfer of Investment by a member, each of the other members has a certain right of first refusal to purchase all but not less than all of its pro-rata portion of the selling member's membership interest in JNI.

 

NuScale LLCA

 

At the effective time of the Merger on May 2, 2022 (the "Effective Time"), the existing Fifth Amended and Restated Limited Liability Company Agreement of NuScale LLC was amended and restated as the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC (the "NuScale LLCA"), and in connection therewith, (1) each existing preferred unit issued and outstanding immediately prior to the Effective Time was reclassified into Common Units of NuScale LLC and (2) immediately after such reclassification, each such Common Unit (including those created in the preceding reclassification) was reclassified into a fraction of Class B Units of NuScale LLC equal to the Exchange Ratio (as defined in the Merger Agreement). At the closing of the Merger, pre-existing equity interests held by JNI, Fluor, and the other equityholders of NuScale LLC (collectively, the "NuScale Equityholders") immediately prior to the Merger were re-classified into 178,396,711 Class B Units, and each NuScale Equityholder received a number of shares of duly authorized, validly issued, fully paid and nonassessable, noneconomic voting shares of Class B Shares equal to the number of Class B Units held by such NuScale Equityholder as a result of the Merger. Following the closing of the Merger, subject to the terms and conditions of the NuScale LLCA and the applicable exchange policy and other applicable organizational agreements, the holders of Class B Units shall be able to exchange (x) one Class B Unit and one Class B Share for (y) one Class A Share (the "Exchange Right").

 

The foregoing descriptions of the Voting Agreement, JNI LLCA, and NuScale LLCA do not purport to be complete and are qualified in their entirety by reference to the Voting Agreement, JNI LLCA, and NuScale LLCA, respectively, which are filed as Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, respectively, to this Schedule 13D and incorporated herein by reference.

 

 

 

Item 7.Materials to Be Filed as Exhibits

 

Exhibit

No. 

 

Description

99.1 Joint Filing Agreement, dated as of May 12, 2022, by and among the Reporting Persons
   
99.2 Voting Agreement, dated as of April 4, 2022, by and among Japan NuScale Innovation, LLC, NuScale Power, LLC, Fluor Enterprises, Inc., and Japan Bank for International Cooperation (incorporated by reference to Exhibit 10.23 to the Issuer's current report on Form 8-K filed with the SEC on May 5, 2022).
   
99.3 JNI LLCA, dated as of March 22, 2022, by and among Japan NuScale Innovation, LLC, JGC America, Inc., IHI Americas Inc., and Japan Bank for International Cooperation.
   
99.4 NuScale LLCA, dated as of May 2, 2022, by and among the Japan NuScale Innovation, LLC, Fluor Enterprises, Inc., and the other parties thereto (incorporated by reference to Exhibit 10.12 to the Issuer's current report on Form 8-K filed with the SEC on May 5, 2022)

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: May 12, 2022

 

JAPAN NUSCALE INNOVATION, LLC JAPAN BANK FOR INTERNATIONAL COOPERATION
   
/s/ Yasuharu Kimura /s/ Kentaro Morita
Name: Yasuharu Kimura Name: Kentaro Morita
Title: Chairperson of the Board Title: Managing Executive Officer, Global Head of Equity Finance Group
   
IHI CORPORATION IHI AMERICAS INC.
   
/s/ Hiroyuki Ogata /s/ Toshimichi Anzai
Name: Hiroyuki Ogata Name: Toshimichi Anzai
Title: General Manager of Nuclear Energy Business Unit Title: President and Chief Executive Officer
   
JGC HOLDINGS CORPORATION JGC AMERICA, INC.
   
/s/ Tadashi Ishizuka /s/ Tsutomu Akabane
Name: Tadashi Ishizuka Name: Tsutomu Akabane
Title: Representative Director, President and Chief Operating Officer Title: Chairman of the Board, Director

 

[Signature Page to Schedule 13-D]

 

 

 

Annex A

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF JAPAN NUSCALE INNOVATION, LLC

 

Directors are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Christopher Kentaro Jones*DirectorUnited Kingdom
   
Yasuharu Kimura*Chairperson of the Board, DirectorJapan
   
Takahiro Shimoota*DirectorJapan
   
Takehiko Hirose*DirectorJapan
   
Hiroyuki Ogata*DirectorJapan
   
Yoshio Yonezawa*DirectorJapan

 

 

 

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF JAPAN BANK FOR INTERNATIONAL COOPERATION

 

Directors are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Tadashi Maeda*GovernorJapan
   
Nobumitsu Hayashi*Deputy GovernorJapan
   
Kazuhiko Amakawa*Executive Managing DirectorJapan
   
Shigeto Hashiyama*Senior Managing DirectorJapan
   
Ichiro Oishi*Senior Managing DirectorJapan
   
Kazuhiko Tanaka*Senior Managing DirectorJapan
   
Shinichi Koizumi*Managing Director (Outside Director)Japan
   
Yoshinori Kawamura*Managing Director (Outside Director)Japan
   
Masayuki Tanimoto

Managing Executive Officer

Global Head of Corporate Planning Group

Japan
   
Yo Kikuchi

Managing Executive Officer

Global Head of Credit, Assessment and Risk Management Group

Japan
   
Kazunori Ogawa

Managing Executive Officer

Global Head of Treasury and Systems Group

Japan
   
Yutaka Inaba

Managing Executive Officer

Global Head of Energy and Natural Resources Finance Group

Japan
   
Makoto Uchida

Managing Executive Officer

Global Head of Infrastructure and Environment Finance Group

Japan
   
Kenichi Aso

Managing Executive Officer

Global Head of Industry Finance Group

Japan
   
Kentaro Morita

Managing Executive Officer

Global Head of Equity Finance Group

Japan
   
Yasuaki NegishiExecutive Officer, Director General, Corporate Plannning
Department, Corporate Planning Group
Japan
   
Masayuki HamamatsuExecutive Officer, Director General, Human Resources
Management Office, Corporate Planning Group
Japan
   
Yosuke WatanabeExecutive Officer, Director General, Treasury Department, Treasury
and Systems Group
Japan
   
Satoshi SasakiExecutive Officer for Osaka, Osaka Branch, Industry Finance GroupJapan
   
Noriko NasuExecutive Officer, Director General, Internal Audit DepartmentJapan

 

 

 

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF JGC HOLDINGS CORPORATION

 

Directors of JGC are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Masayuki Sato*

Representative Director

Chairman and Chief Executive Officer (CEO)

Japan
Tadashi Ishizuka*

Representative Director

President and Chief Operating Officer (COO)

Japan
Kiyotaka Terajima*

Member of the Board

Senior Executive Vice President; Chief Financial Officer (CFO)

Japan
Yutaka Yamazaki*Member of the BoardJapan
Shoji Yamada*Member of the BoardJapan
Shigeru Endo*Outside DirectorJapan
Masayuki Matsushima*Outside DirectorJapan
Kazuo Ueda*Outside DirectorJapan
Noriko Yao*Outside DirectorJapan
Yasumasa IsetaniAudit and Supervisory Board MemberJapan
Kazuyoshi MutoAudit and Supervisory Board MemberJapan
Masao MoriAudit and Supervisory Board Member (Outside Auditor)Japan
Koichi OhnoAudit and Supervisory Board Member (Outside Auditor)Japan
Norio TakamatsuAudit and Supervisory Board Member (Outside Auditor)Japan
Takuya HanadaExecutive Vice President; Chief Human Resource Officer & Chief Digital OfficerJapan
Yasuhiro OkudaSenior Executive Officer; General Manager, Crisis Management Dept.Japan
Masahiro AikaSenior Executive Officer; Technology Commercialization Officer; General Manager, Sustainability Co-Creation Dept.Japan
Masaki IshikawaSenior Executive Officer; Senior Advisor, Group Strategic Planning and Management Dept.Japan
Aya YamazakiExecutive Officer; Advisor, Group Strategic Planning and Management Dept and Sustainability Co-Creation DeptJapan
Takeshi KawasakiExecutive Officer; General Manager, Government/Industry Relations Dept.Japan
Shigeru AdachiExecutive Officer; Advisor, Group Strategic Planning and Management DeptJapan
Yoshihiro Mizuguchi

Executive Officer; Chief Technology Officer

Manager, Sustainability Co-Creation Dept.

Japan
Akihito SawakiExecutive Officer; Chief Information OfficerJapan
Keiji TanigawaExecutive Officer; Manager, Sustainability Co-Creation Dept.Japan
Satoshi Kurata

Executive Officer; General Counsel

General Manager, Group Governance & Legal Dept.

Japan

 

 

 

 

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF JGC AMERICA, INC.

 

Directors are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Tsutomu Akabane*Chairman of the Board, DirectorJapan
   
Christopher Kentaro Jones*President, DirectorUK
   
Mutsuto Tone*DirectorJapan
   
Koji Sakurai*DirectorJapan

 

 

 

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF IHI CORPORATION

 

Directors are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Tsugio Mitsuoka*

Director

Chairman of the Board

Japan
Hiroshi Ide*

Director

President & Chief Executive Officer

Japan
Takeshi Yamada*

Director

Executive Vice President & Senior Executive Officer

Japan
Tomoharu Shikina*DirectorJapan
Kazuki Awai*DirectorJapan
Takeshi Kawakami*

Director

Managing Executive Officer

Japan
Yasuhiro Shigegaki*

Director

Managing Executive Officer

Japan
Hideo Morita*

Director

Managing Executive Officer

Japan
Kazuhiko Ishimura*DirectorJapan
Yoshiyuki Nakanishi*DirectorJapan
Chieko Matsuda*DirectorJapan
Minoru Usui*DirectorJapan
Masataka IkeyamaSenior Executive OfficerJapan
Yoshinori KomiyaManaging Executive OfficerJapan
Kouji TakedaManaging Executive OfficerJapan
Akihiro SeoManaging Executive OfficerJapan
Nobuhiko KubotaManaging Executive OfficerJapan
Tsuyoshi TsuchidaManaging Executive OfficerJapan
Tetsuji FujimuraExecutive OfficerJapan
Kiyoshi NiheiExecutive OfficerJapan
Noriko MoriokaExecutive OfficerJapan
Jun KobayashiExecutive OfficerJapan
Kazuhiro OnitsukaExecutive OfficerJapan
Yukihisa OzawaExecutive OfficerJapan
Go MaedaExecutive OfficerJapan
Shotaro TabataExecutive OfficerJapan
Yoshikazu HamadaExecutive OfficerJapan
Yasuaki FukumotoExecutive OfficerJapan
Chie FukuokaExecutive OfficerJapan

 

 

 

 

INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF IHI AMERICAS INC.

 

Directors are identified by an asterisk.

 

Name

Principal Occupation/Employment

Citizenship

Toshimichi Anzai*

Director

President & Chief Executive Officer

Japan
Hideyuki Akita*

Director

Executive Vice President & Chief Operating Officer

Japan
Kouichirou Nakamura*

Director

Treasurer & Chief Financial Officer

Japan
Daisuke YamadaSecretary & Chief Administrative OfficerJapan
Takashi Kashiwagi*DirectorJapan
Yasuaki Fukumoto*DirectorJapan
Tomoyuki Kuwata*DirectorJapan
Kensuke Yamamoto*DirectorJapan
Akiho Ando*DirectorJapan
Tadashi Nogaku*DirectorJapan
Oh Tsukada*DirectorJapan