CFIUS Clearance: Japan Bank for International Cooperation and NuScale Power Corporation

Status:         Clearance

Acquirer:              Japan Bank for International Cooperation (Japan)

Acquired:             NuScale Power Corporation (U.S.)

Value:                   $110 million

Industry Tags:    Energy; Nuclear

On April 4, 2022, “Fluor Corporation (NYSE: FLR) announced . . . that Japan Bank for International Cooperation (JBIC), through Japan NuScale Innovation, LLC, a special purpose investment entity that also includes JGC Holdings Corporation (JGC) and IHI Corporation (IHI), has purchased a preferred equity position in NuScale Power, LLC, (NuScale) for $110 million from Fluor and other existing NuScale investors.” (Press Release, Fluor Corporation Form 8-K, Ex-99.1, Apr. 4, 2022, SEC Filing.)  The investment was for “approximately 5% of the ownership of NuScale,” and was “subject to CFIUS review.” (Fluor Corporation Form 10-Q, May 6, 2022, SEC Filing.) Pursuant to an April 4, 2022, “letter agreement,” Japan NuScale Innovation Investor shall be entitled to certain “contractual board appointment and management rights,” pending receipt of CFIUS Approval by NuScale LLC and Japan Bank for International Cooperation. (Letter Agreement, NuScale Power Corp. Form 8-K, Ex-10.23, May 5, 2022, SEC Filing.)  “On November 3, 2022 . . . , the Committee on Foreign Investment in the United States (“CFIUS”) completed its review of the sale of . . . preferred units of NuScale Power, LLC from Fluor Enterprises to Japan NuScale Innovation, LLC (“JNI”) for an aggregate purchase price of approximately $110 million . . .”  (NuScale Power Corp. Schedule 13 D/A, Nov. 3, 2022, SEC Filing.)

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