[Federal Register Volume 81, Number 71 (Wednesday, April 13, 2016)]
[Notices]
[Pages 21851-21853]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-08493]


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DEPARTMENT OF ENERGY


Cheniere Marketing, LLC & Corpus Christi Liquefaction, LLC, 
Cheniere Marketing, LLC, Corpus Christi Liquefaction, LLC, Sabine Pass 
Liquefaction, LLC, Statement Regarding Change in Control

AGENCY: Office of Fossil Energy, DOE.

ACTION: Notice of change in control.

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SUMMARY: The Office of Fossil Energy (FE) of the Department of Energy 
(DOE) gives notice (Notice) of receipt of a statement regarding change 
in control, filed January 15, 2016 (Statement), by Cheniere Marketing, 
LLC (CMI), Corpus Christi Liquefaction, LLC (CCL), and Sabine Pass 
Liquefaction, LLC (SPL) in the above-referenced dockets. The Statement 
updates equity ownership information regarding Cheniere Energy, Inc. 
(Cheniere), a publicly-traded company.

Sabine Pass Liquefaction, LLC  [FE Docket No. 10-111-LNG]
Cheniere Marketing, LLC and    [FE Docket No. 12-97-LNG]
 Corpus Christi Liquefaction,
 LLC.
Sabine Pass Liquefaction, LLC  [FE Docket No. 13-30-LNG]
Sabine Pass Liquefaction, LLC  [FE Docket No. 13-42-LNG]
Sabine Pass Liquefaction, LLC  [FE Docket No. 13-121-LNG]
Cheniere Marketing, LLC,.....  [FE Docket No. 14-31-LNG]
Sabine Pass Liquefaction, LLC  [FE Docket No. 14-92-LNG]
Sabine Pass Liquefaction, LLC  [FE Docket No. 15-63-LNG]
Sabine Pass Liquefaction, LLC  [FE Docket No. 15-171-LNG]
 


DATES: Protests, motions to intervene or notices of intervention, as 
applicable, and written comments are to be filed using procedures 
detailed in the Public Comment Procedures section no later than 4:30 
p.m., Eastern time, April 28, 2016.

ADDRESSES: 
    Electronic Filing by email: [email protected]

Regular Mail

    U.S. Department of Energy (FE-34), Office of Regulation and 
International Engagement, Office of Fossil Energy, P.O. Box 44375, 
Washington, DC 20026-4375.

Hand Delivery or Private Delivery Services (e.g., FedEx, UPS, etc.)

    U.S. Department of Energy (FE-34), Office of Regulation and 
International Engagement, Office of Fossil Energy, Forrestal Building, 
Room 3E-042, 1000 Independence Avenue SW., Washington, DC 20585.

FOR FURTHER INFORMATION CONTACT: 
    Larine Moore or Benjamin Nussdorf, U.S. Department of Energy (FE-
34), Office of Regulation and International Engagement, Office of 
Fossil Energy, Forrestal Building, Room 3E-042, 1000 Independence 
Avenue SW., Washington, DC 20585, (202) 586-9478; (202) 586-7893.
    Edward Myers, U.S. Department of Energy (GC-76), Office of the 
Assistant General Counsel for Electricity and Fossil Energy, Forrestal 
Building, 1000 Independence Avenue SW., Washington, DC 20585, (202) 
586-9793.

SUPPLEMENTARY INFORMATION: CMI is a limited liability company organized 
under the laws of Delaware, and a wholly-owned direct subsidiary of 
Cheniere. CCL is a limited liability company organized under the laws 
of Delaware, and a wholly-owned indirect subsidiary of Cheniere. SPL is 
a limited liability company organized under the laws of Delaware, and a 
wholly-owned indirect subsidiary of Cheniere Energy Partners, L.P. 
(CQP), a publicly-traded limited partnership that is, in turn, an 
indirect subsidiary of Cheniere.
    The Statement refers to numerous proceedings before DOE/FE 
involving exports and imports of LNG and natural gas to and from 
countries with which the United States has entered into a free trade 
agreement requiring national treatment for trade in natural gas (FTA 
countries) and other countries (non-FTA countries). Consistent with the 
revised procedures established by DOE/FE for reviewing changes in 
control (CIC Revised Procedures),\1\ this Notice addresses only those 
Cheniere dockets in which final authorizations have been issued to 
export liquefied natural gas (LNG) to non-FTA countries.\2\ The Table 
in this section identifies the proceedings addressed by this Notice:
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    \1\ 79 FR 65541 (Nov. 5, 2014).
    \2\ The Statement also identifies multiple other proceedings 
among the Cheniere companies affected by the change in control, 
including proceedings filed under Section 3(c) of the Natural Gas 
Act, 15 U.S.C. 717b(c) for exports to free trade agreement (FTA) 
countries, and proceedings seeking authority for LNG imports. 
Consistent with the Revised CIC Procedures, DOE gives immediate 
effect to these changes. See 79 FR at 65542. These proceedings 
include: FE Docket No. 10-85-LNG (DOE/FE Order 2833), FE Docket No. 
12-99-LNG (DOE/FE Order No. 3164), FE Docket No. 14-31-LNG (DOE/FE 
Order No. 3442), and FE Docket No. 14-186-NG (DOE/FE Order No. 
3578). Among the proceedings identified in the Statement, CCL 
currently has one application pending before DOE/FE in FE Docket No. 
15-97-LNG, in which it is requesting authorization to export LNG to 
non-FTA countries. Consistent with DOE's Revised CIC Procedures, DOE 
gives immediate effect to the amendment of the pending application 
in that docket represented by the change in control described in the 
Statement. Furthermore, DOE will only accept comments in response to 
the Statement in FE Docket No. 15-97-LNG from parties to that 
proceeding. See 79 FR at 65542.

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                                  DOE/FE Order
        FE Docket number             number        Authorization holder
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10-111-LNG.....................          2961-A  Sabine Pass
                                                  Liquefaction, LLC.
12-97-LNG......................            3638  Cheniere Marketing, LLC
                                                  and Corpus Christi
                                                  Liquefaction, LLC.
13-30-LNG......................            3669  Sabine Pass
                                                  Liquefaction, LLC.
13-42-LNG......................            3669  Sabine Pass
                                                  Liquefaction, LLC.
13-121-LNG.....................            3669  Sabine Pass
                                                  Liquefaction, LLC.
14-31-LNG......................            3442  Cheniere Marketing,
                                                  LLC.
15-63-LNG......................            3792  Sabine Pass
                                                  Liquefaction, LLC.

[[Page 21852]]

 
15-171-LNG.....................            3767  Sabine Pass
                                                  Liquefaction, LLC.
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    The Statement asserts the following Carl Icahn-affiliated 
investment vehicles, together with Mr. Icahn individually, beneficially 
own, in the aggregate, approximately 13.8% of Cheniere's issued and 
outstanding common stock: High River Limited Partnership, Hopper 
Investments, LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn 
Offshore LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn 
Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., and Beckton 
Corp. (the ``Icahn Companies''). The Icahn Companies' acquisition of 
Cheniere common stock resulted from multiple open-market transactions. 
Cheniere has also appointed to its Board of Directors (``Board''), of 
which there are now eleven members, two individuals who are managing 
directors of Icahn Capital L.P.
    Further, the Statement asserts the following Seth Klarman-
affiliated investment vehicles, together with Mr. Klarman individually, 
beneficially own, in the aggregate, approximately 15.01% of Cheniere's 
issued and outstanding common stock: The Baupost Group, L.L.C. and SAK 
Corporation (the ``Klarman Companies''). The Klarman Companies' 
acquisition of Cheniere common stock resulted from multiple open-market 
transactions on behalf of various private investment limited 
partnerships for which The Baupost Group, L.L.C. acts as an investment 
adviser and general partner.
    The Statement recognizes that the ownership interests acquired by 
the Icahn Companies' and the Klarman Companies' in Cheniere's common 
stock may trigger the 10% rebuttable presumption of a change in control 
for CCL and CMI. However, the Statement asserts that the presumption is 
rebutted as to CCL and CMI because (1) there has been no change in 
ownership of CCL or CMI, and one or both of them will remain the 
holder(s) of their respective authorizations and, in the case of CCL, 
the applicant in Docket No. 15-97-LNG; (2) there has been no change in 
operation or manner in which CCL and CMI are managed; and (3) the 
transactions described in the Statement did not grant the Icahn 
Companies or the Klarman Companies the power to direct the management 
or policies of CCL or CMI, or provide a veto right over other 
shareholders.
    With respect to SPL, the Statement asserts that the Icahn 
Companies' and the Klarman Companies' transactions do not trigger the 
10% rebuttable presumption because the indirect ownership stakes of the 
Icahn Companies and the Klarman Companies in SPL do not equate to 10% 
or more of the outstanding voting securities for SPL. Additionally, the 
Statement asserts that even were DOE to determine that the 10% 
threshold had been reached, the presumption is rebutted because (1) 
there has been no change in ownership of SPL and it will remain the 
holder of its current authorizations and the applicant in Docket No. 
15-63-LNG; (2) there has been no change in the operation or manner in 
which SPL is managed or the terms of its associated export operations; 
and (3) neither the Icahn Companies or the Klarman Companies have 
acquired the power to direct the management or policies of SPL or a 
veto right over other shareholders.
    Additional details can be found in the Statement, posted on the 
DOE/FE Web site at: http://www.fossil.energy.gov/programs/gasregulation/authorizations/2012_applications/CCL-CMI_and_SPL_Equity_Ownership_Change0.pdf.
    DOE/FE will review the Statement in accordance with its Procedures 
for Changes in Control Affecting Applications and Authorizations to 
Import or Export Natural Gas (CIC Procedures). Pursuant to the Revised 
CIC Procedures, DOE/FE will (1) give immediate effect to the amendment 
of pending applications for non-FTA export authorizations and 
modifications of previously issued non-FTA export authorizations, but 
will accept and consider answers to these amendments and modifications 
in response to this Notice before taking further action; and (2) give 
immediate effect to the modification of pending applications for FTA 
export authorizations, pending applications for natural gas import 
authorizations, previously issued FTA export authorizations, and 
previously issued natural gas import authorizations, but no further 
action will be taken as to these proceedings.
    Protests, motions to intervene, notices of intervention, and 
written comments are invited in response to this Notice only as to the 
amendment of previously issued non-FTA export authorizations, as 
described. See also, n.2, supra.

DOE/FE Evaluation

    DOE will give effect to the change in control in accordance with 
its CIC procedures. Interested persons will be provided 15 days from 
the date of publication of this Notice in the Federal Register in order 
to move to intervene, protest, and answer the statement of change in 
control. If no interested person protests the change in control and DOE 
takes no action on its own motion, the amendment will be deemed granted 
30 days after publication in the Federal Register. If one or more 
protests are submitted, DOE will review any motions to intervene, 
protests, and answers, and will issue a determination as to whether the 
proposed change in control has been demonstrated to render the 
underlying authorization inconsistent with the public interest.

Public Comment Procedures

    In response to this Notice, interested persons will be provided 15 
days from the date of publication of this Notice in order to move to 
intervene, protest, and answer the statement of change in control. All 
protests, comments, motions to intervene, or notices of intervention 
must meet the requirements specified by DOE's regulations in 10 CFR 
part 590.
    Filings may be submitted using one of the following methods: (1) 
Preferred method: emailing the filing to [email protected], with the 
individual FE Docket Number(s) in the title line, or Cheniere Change in 
Control in the title line to include all applicable dockets in this 
Notice; (2) mailing an original and three paper copies of the filing to 
the Office of Regulation and International Engagement at the address 
listed in ADDRESSES; or (3) hand delivering an original and three paper 
copies of the filing to the Office of Regulation and International 
Engagement at the address listed in ADDRESSES. All filings must include 
a reference to the individual FE Docket Number(s) in the title line, or 
Cheniere Change in Control in the title line to include all applicable 
dockets in this Notice. Please Note: If submitting a filing via email, 
please include all related documents and attachments (e.g., exhibits) 
in the original email correspondence. Please do not include any active 
hyperlinks or password protection in any of the documents or 
attachments related to the filing. All electronic filings submitted to 
DOE

[[Page 21853]]

must follow these guidelines to ensure that all documents are filed in 
a timely manner. Any hardcopy filing submitted greater in length than 
50 pages must also include, at the time of the filing, a digital copy 
on disk of the entire submission.
    Additional procedures will be used as necessary to achieve a 
complete understanding of the facts and issues. If an additional 
procedure is scheduled, notice will be provided to all parties. If no 
party requests additional procedures, a final order may be issued based 
on the official record in accordance with 10 CFR 590.316.
    The Notice is available for inspection and copying in the Office of 
Regulation and International Engagement docket room, Room 3E-042, 1000 
Independence Avenue SW., Washington, DC, 20585. The docket room is open 
between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday, 
except Federal holidays.
    The Notice and any filed protests, motions to intervene or notice 
of interventions, and comments will also be available electronically by 
going to the following DOE/FE Web address: http://www.fe.doe.gov/programs/gasregulation/index.html.

    Issued in Washington, DC, on April 8, 2016.
John A. Anderson,
Director, Office of Regulation and International Engagement, Office of 
Oil and Natural Gas.
[FR Doc. 2016-08493 Filed 4-12-16; 8:45 am]
 BILLING CODE 6450-01-P