EDFIEuropean Development Finance Institutions
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Accordingly, we are employing a structure in which EDFI would own not more than 50% of the ownership interest in Constellation's nuclear business, together with other governance provisions that have been used in prior transactions involving foreign persons that have received NRC and CFIUS approval.
In addition, from the period between signing of the definitive Transaction Agreement through closing of the nuclear joint venture, Constellation would grant EDFI the right to have an "observer" at the Constellation Energy Group Board of Directors, who will have the right to attend all board meetings of the Constellation Board (and committees thereof) and receive copies of communications sent to the Constellation Board (and committees thereof).
Finally, in connection with the signing of the Transaction Agreement, Constellation and EDFI shall enter into an amendment to the existing Investor Agreement and other necessary documentation to eliminate, subject to the receipt of required regulatory approvals, any prohibition on EDFI's disposition or acquisition of additional shares of common stock of Constellation and to lift the voting restrictions in Section 3.
EDFI proposes to invest in, or make available to, Constellation an amount sufficient to address both Constellation's interim liquidity needs as we have determined them based on publicly available information and costs arising with the termination of the MidAmerican merger agreement.
The amount of any investment by EDFI in Series B Preferred would be credited against the purchase price for the 50% ownership interest in CENG, such that, at the closing of the joint venture transaction, EDFI would surrender the Series B Preferred to Constellation as payment for $1 billion of the $4.
As part of the Transaction Agreement, we would also agree to a put arrangement, granting Constellation the option to put selected non-nuclear power generation assets, with an aggregate value of up to $2 billion, to EDFI, exercisable partly or fully at any time between signing and closing of our proposed nuclear joint venture transaction.
In addition, although EDFI reserves all rights to challenge such provisions and we do not believe, in any event, they are applicable to our proposal, please consider this letter a request for a waiver and release from the "standstill" provisions contained in the Investor Agreement between EDFI and Constellation.