[Federal Register Volume 85, Number 200 (Thursday, October 15, 2020)]
[Notices]
[Pages 65391-65392]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-22771]


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DEPARTMENT OF ENERGY

[FE Docket Nos. 10-111-LNG, 13-30-LNG, 13-42-LNG, 13-121-LNG, 15-63-
LNG, 19-125-LNG, 19-133-LNG, 20-28-LNG]


Change In Control; Sabine Pass Liquefaction, LLC

AGENCY: Office of Fossil Energy, Department of Energy.

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 in Accordance with 
Procedures for Changes in Control (Notice) filed by Sabine Pass 
Liquefaction, LLC (SPL) in the above-referenced dockets on September 
22, 2020. The Notice describes a change in indirect equity ownership. 
The Notice was filed under 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, October 30, 2020.

ADDRESSES: 
    Electronic Filing by Email: [email protected].
    Regular Mail: U.S. Department of Energy (FE-34), Office of 
Regulation, Analysis, and 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, 
Analysis, and Engagement, Office of Fossil Energy, Forrestal Building, 
Room 3E-042, 1000 Independence Avenue SW, Washington, DC 20585.

FOR FURTHER INFORMATION CONTACT: 
Benjamin Nussdorf or Amy Sweeney, 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) 586-7893; (202) 586-2627, 
[email protected] or [email protected].
Cassandra Bernstein, 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, [email protected].

SUPPLEMENTARY INFORMATION:

Summary of Change in Control

    SPL states that it is a wholly-owned, indirect subsidiary of 
Cheniere Energy Partners, L.P. (CQP), which is a publicly traded 
Delaware limited partnership. The general partner interest in CQP is 
owned by Cheniere Energy Partners GP, LLC, which is a wholly-owned 
indirect subsidiary of Cheniere Energy, Inc. (Cheniere), a publicly 
traded corporation. As of August 31, 2020, the limited partnership 
interest in CQP was owned approximately 49.6% by Cheniere, about 8.5% 
by the public, and 42% by The Blackstone Group, Inc. (Blackstone) 
through various affiliated entities involved in the transaction 
described below.
    On August 22, 2020, certain Blackstone entities agreed to sell a 
portion of their limited partner ownership interest in CQP, indirect 
owner of SPL, to certain entities of Brookfield Asset Management Inc. 
(Brookfield), with the remainder to be acquired by affiliated 
Blackstone entities. Specifically, BX CQP SuperHoldCo Holdings Manager 
L.L.C., BX CQP Common Holdco Holdings Manager L.L.C., and BX Rockies 
Platform Co Holdings Manager L.L.C. agreed to sell all of the limited 
liability company interests in BX CQP Target Holdco L.L.C., which in 
turn owns all of the equity interests in each of BX CQP SuperHoldCo 
Parent L.P., BX CQP Common Holdco Parent L.P., and BX Rockies Platform 
Co LLC (each of which directly or indirectly beneficially owns CQP 
common units), to an entity jointly owned by BIP Aggregator Q L.P., a 
Delaware limited partnership, BIP Aggregator II L.P., a Delaware 
limited partnership (together with BIP Aggregator Q L.P., (Blackstone 
Infrastructure Partners)) and BIF IV Cypress Aggregator (Delaware) LLC, 
a Delaware limited liability company (Brookfield Infrastructure) (the 
Transaction). Following the closing of the Transaction, Blackstone 
Infrastructure Partners and Brookfield Infrastructure are expected to 
directly or indirectly own 50.01% and 49.99% of the equity interest in 
BX CQP Target Holdco L.L.C., respectively.\1\ SPL states that following 
the Transaction, the Blackstone and Brookfield entities now jointly own 
the approximately 42 percent of CQP limited partnership interest 
currently held by Blackstone, without modifying the other existing 
ownership of limited partner or general partner interests in CQP.
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    \1\ SPL informed DOE/FE that the Transaction closed on September 
24, 2020. See Email from J. Patrick Nevins, Partner, Latham & 
Watkins LLP, to DOE/FE, Update to Notification Regarding Change in 
Indirect Equity Ownership (Sept. 24, 2020).
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    Blackstone Infrastructure Partners' and Brookfield Infrastructure's 
respective governance rights over BX CQP Holdco L.L.C. mean that they 
share beneficial ownership of all of the CQP common units that are now 
beneficially owned by Blackstone. Blackstone Infrastructure Partners 
and Brookfield Infrastructure share certain limited governance rights, 
including the exercise of director nomination rights previously held by 
Blackstone with respect to the board of the general partner of the SPL 
and of Cheniere.
    Additional details can be found in SPL's Notice, posted on the DOE/
FE website at: https://www.energy.gov/sites/prod/files/2020/09/f79/Sabine%20Pass_Blackstone_Brookfield_CIC_notification.pdf.

DOE/FE Evaluation

    DOE/FE will review SPL's Notice in accordance with its Procedures 
for Changes in Control Affecting Applications and Authorizations to 
Import or Export Natural Gas (CIC Procedures).\2\ Consistent with the 
CIC Procedures, this notice addresses SPL's authorizations to export 
liquefied natural gas (LNG) to non-free trade agreement (non-FTA) 
countries, granted in DOE/FE Order Nos. 2961-A (FE Docket No. 10-111-
LNG), 3669 (FE Docket Nos. 13-30-LNG, 13-42-LNG, 13-121-LNG), 3792 (FE 
Docket No. 15-63-LNG), 4487 (FE Docket No. 19-133-LNG), 4545 (FE Docket 
No. 20-28-

[[Page 65392]]

LNG).\3\ If no interested person protests the change in control and DOE 
takes no action on its own motion, the proposed 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).
    \3\ SPL's Notice also applies to its existing authorizations to 
export LNG to FTA countries and to import natural gas from various 
international sources, but DOE/FE will respond to those portions of 
the document separately pursuant to the CIC Procedures, 79 FR 65542. 
Further, SPL's application to export LNG to non-FTA countries in FE 
Docket No. 19-125 remains pending.
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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 SPL's Notice.\4\ 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 
SPL's Notice. 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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    \4\ 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]; (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 Number(s) in the title line, or Sabine Pass 
Liquefaction, LLC Change in Control in the title line. 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.
    SPL's 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.
    SPL's 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: https://fossil.energy.gov/ng_regulation/.

    Signed in Washington, DC, on October 8, 2020.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of Oil 
and Natural Gas.
[FR Doc. 2020-22771 Filed 10-14-20; 8:45 am]
BILLING CODE 6450-01-P