[Federal Register Volume 85, Number 15 (Thursday, January 23, 2020)]
[Notices]
[Pages 3901-3903]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-01069]


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DEPARTMENT OF ENERGY

[FE Docket Nos. 13-69-LNG, 14-88-LNG, and 15-25-LNG]


Change in Control; Venture Global Calcasieu Pass, LLC

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 of receipt of a Notification Regarding Equity 
Ownership Change in Accordance with Procedures for Change in Control 
(Notice) filed September 6, 2019, by Venture Global Calcasieu Pass, LLC 
(Calcasieu Pass) in the above-referenced dockets. The Notice describes 
a change in control of

[[Page 3902]]

Stonepeak Partners LP (Stonepeak), as well as an internal 
reorganization implemented in connection with the debt and equity 
financing of the Calcasieu Pass liquefied natural gas (LNG) export 
project (Project). The Notice was filed under section 3 of the Natural 
Gas Act (NGA).

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, February 7, 2020.

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: Amy Sweeney or Benjamin Nussdorf, U.S. 
Department of Energy (FE-34), Office of Regulation, Analysis, and 
Engagement, Office of Fossil Energy, Forrestal Building, Room 3E-042, 
1000 Independence Avenue SW, Washington, DC 20585; (202) 586-2627 or 
(202) 586-7893; [email protected] or [email protected]; 
Cassandra Bernstein or Kari Twaite, U.S. Department of Energy (GC-76), 
Office of the Assistant General Counsel for Electricity and Fossil 
Energy, Forrestal Building, Room 6D-033, 1000 Independence Ave. SW, 
Washington, DC 20585; (202) 586-9793 or (202) 586-6978; 
[email protected] or [email protected].

SUPPLEMENTARY INFORMATION: 

Summary of Change in Control

    As noted in the SUMMARY section, Calcasieu Pass filed a Notice in 
the above-referenced dockets.\1\ In the Notice, Calcasieu Pass states 
Calcasieu Pass now is a wholly-owned subsidiary of Calcasieu Pass 
Pledgor, LLC, which is in turn a wholly-owned subsidiary of Calcasieu 
Pass Holdings, LLC. Stonepeak has made equity investments totaling $1.3 
billion, in Calcasieu Pass Holdings, LLC and Calcasieu Pass Funding, 
LLC, effective August 19, 2019.
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    \1\ Venture Global Calcasieu Pass, LLC, FE Docket Nos. 13-69-
LNG, 14-88-LNG, and 15-25-LNG, Notice of Change in Control (Sept. 6, 
2019) [hereinafter Calcasieu Pass Notice].
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    Calcasieu Pass Holdings, LLC has two members: One member, Calcasieu 
Pass Funding, LLC, owns all the common units of the company. The other 
member, Stonepeak Bayou Holdings LP, a Delaware limited partnership 
affiliated with Stonepeak, owns all the preferred units of the company. 
The preferred units will convert into common units upon the commercial 
operation date of the Project and will constitute a minority of the 
total common units of the company at that time (but more than ten 
percent).
    Calcasieu Pass Holdings, LLC is managed and directed by a board of 
three managers: Two designated by Calcasieu Pass Funding, LLC and one 
designated by Stonepeak Bayou Holdings, LP. Under certain extraordinary 
circumstances such as events of default and material breaches or 
termination of key Project contracts, Stonepeak Bayou Holdings LP would 
obtain the right to appoint a majority of the board of managers of 
Calcasieu Pass Holdings, LLC for a limited period of time lasting until 
thirty days after such circumstances are no longer continuing, at which 
time Calcasieu Pass Funding, LLC will once again have the right to 
appoint a majority of the board of managers. In addition, the manager 
designated by Stonepeak Bayou Holdings LP generally has the right to 
direct Calcasieu Pass Holdings, LLC and its subsidiaries with respect 
to certain uncured material breaches or defaults by Venture Global LNG, 
the ultimate parent company of Calcasieu Pass, or its affiliates under 
contracts to which Venture Global LNG and its affiliates are party that 
have an adverse impact on the Project.
    Calcasieu Pass Funding, LLC, in turn, also has two members. All of 
its common units are owned by Venture Global Calcasieu Pass Holding, 
LLC, which is a direct, wholly-owned subsidiary of Venture Global LNG. 
All of the company's preferred units, which are redeemable over time, 
are owned by Stonepeak Bayou Holdings II LP, another Delaware limited 
partnership affiliated with Stonepeak. All of the company's business 
and affairs, however, are generally managed by the holder of its common 
units.
    Additional details can be found in Calcasieu Pass' Notice, posted 
on the DOE/FE website at: https://www.energy.gov/sites/prod/files/2019/09/f66/Calcasieu_Pass_CIC_Notice_9619.pdf (Sept. 6, 2019).

DOE/FE Evaluation

    DOE/FE will review Calcasieu Pass' Notice in accordance with its 
Procedures for Changes in Control Affecting Applications and 
Authorizations to Import or Export Natural Gas (CIC Revised 
Procedures).\2\ Consistent with the CIC Revised Procedures, this notice 
addresses only the authorizations granted to Calcasieu Pass to export 
liquefied natural gas (LNG) to non-free trade agreement (non-FTA) 
countries in DOE/FE Order No. 4346 (FE Docket Nos. 13-69-LNG, 14-88-
LNG, and 15-25-LNG, respectively). If no interested person protests the 
change in control and DOE takes no action on its own motion, the change 
in control 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.
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    \2\ 79 FR 65541 (Nov. 5, 2014).
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Public Comment 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 Calcasieu Pass' Notice. Protests, 
motions to intervene, notices of intervention, and written comments are 
invited in response to this notice only as to the change in control 
described in Calcasieu Pass' Notice, and only with respect to Calcasieu 
Pass' non-FTA authorization in DOE/FE Order No. 4346.\3\ All protests, 
comments, motions to intervene, or notices of intervention must meet 
the requirements specified by DOE's regulations in 10 CFR part 590.
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    \3\ Intervention, if granted, would constitute intervention only 
in the change in control portion of this proceeding, as described 
herein.
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    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 Venture Global 
Calcasieu Pass 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, Analysis, and 
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, Analysis, and Engagement at the address listed in 
ADDRESSES. All filings must include a reference to the individual FE 
Docket

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Number(s) in the title line, or Venture Global Calcasieu Pass 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 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.
    Calcasieu Pass' Notice and any filed protests, motions to 
intervene, notices of intervention, and comments are available for 
inspection and copying in the Office of Regulation, Analysis, and 
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, notices of 
intervention, 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.

    Signed in Washington, DC, on January 16, 2020.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of Oil 
and Natural Gas.
[FR Doc. 2020-01069 Filed 1-22-20; 8:45 am]
 BILLING CODE 6450-01-P