[Federal Register Volume 87, Number 92 (Thursday, May 12, 2022)]
[Notices]
[Pages 29140-29141]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-10171]


=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

[Docket Nos. 10-160-LNG, 10-161-LNG, 11-161-LNG, 12-06 LNG, 16-108-LNG, 
18-26-LNG, 21-98-LNG]


Change in Control; Freeport LNG Development, L.P.

AGENCY: Office of Fossil Energy and Carbon Management, Department of 
Energy.

ACTION: Notice of change in control.

-----------------------------------------------------------------------

SUMMARY: The Office of Fossil Energy and Carbon Management (FECM) 
(formerly the Office of Fossil Energy) of the Department of Energy 
(DOE) gives notice of receipt of a Statement of Change in Control 
(Statement) filed by Freeport LNG Development, L.P. (FLNG) on January 
13, 2022 (as supplemented on January 27 and March 3, 2022) in the 
referenced dockets. The Statement, as supplemented, describes a change 
in FLNG's upstream ownership. The Statement 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 electronically as 
detailed in the Public Comment Procedures section no later than 4:30 
p.m., Eastern time, May 27, 2022.

ADDRESSES: 

    Electronic Filing by email: [email protected].
    Although DOE has routinely accepted public comment submissions 
through a variety of mechanisms, including postal mail and hand 
delivery/courier, DOE has found it necessary to make temporary 
modifications to the comment submission process in light of the ongoing 
Covid-19 pandemic. DOE is currently accepting only electronic 
submissions at this time. If a commenter finds that this change poses 
an undue hardship, please contact Office of Resource Sustainability 
staff at (202) 586-4749 or (202) 586-7893 to discuss the need for 
alternative arrangements. Once the Covid-19 pandemic health emergency 
is resolved, DOE anticipates resuming all of its regular options for 
public comment submission, including postal mail and hand delivery/
courier.

FOR FURTHER INFORMATION CONTACT: 
Jennifer Wade or Peri Ulrey, U.S. Department of Energy (FE-34), Office 
of Regulation, Analysis, and Engagement, Office of Resource 
Sustainability, Office of Fossil Energy and Carbon Management, 
Forrestal Building, Room 3E-042, 1000 Independence Avenue SW, 
Washington, DC 20585, (202) 586-4749 or (202) 586-7893, 
[email protected] or [email protected].

Cassandra Bernstein, U.S. Department of Energy (GC-76), Office of the 
Assistant General Counsel for Energy Delivery and Resilience, Forrestal 
Building, Room 6D-033, 1000 Independence Avenue SW, Washington, DC 
20585, (202) 586-9793, [email protected].


SUPPLEMENTARY INFORMATION:

Summary of Change in Control

    In the Statement, FLNG states that, on November 14, 2021, JERA 
entered into a Securities Purchase Agreement whereby JERA Americas Inc. 
(JERA) agreed to acquire a 25.7% equity interest in FLNG through a 
wholly-owned subsidiary created for the purposes of this transaction 
(Transaction). FLNG states that JERA is wholly-owned by JERA Co., Inc., 
which in turn is an equal joint venture of TEPCO Fuel & Power, 
Incorporated (TEPCO) and Chubu Electric Power Company (Chubu). FLNG 
states that the Government of Japan indirectly owns a 27.37% interest 
in TEPCO.\1\
---------------------------------------------------------------------------

    \1\ In the Statement, FLNG states that the Transaction received 
approval from the Committee on Foreign Investment in the United 
States (CFIUS) on January 12, 2022. Although DOE expresses no 
opinion on CFIUS review, additional information may be obtained at: 
https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius.
---------------------------------------------------------------------------

    FLNG further states that, following consummation of the 
Transaction, (i) JERA will own 25.7% of FLNG's equity interest, (ii) 
Freeport LNG Investment, LLLP will retain its 63.5% indirect ownership 
interest in FLNG, and (iii) Osaka Gas will retain its 10.8% indirect 
ownership interest in FLNG. Freeport LNG-GP, LLC will continue to be 
the sole general partner of FLNG, with no change in ownership.
    In its email supplement submitted on January 27, 2022, FLNG 
notified DOE that the Transaction closed on January 24, 2022.
    Additional details can be found in the Statement and supplements, 
posted on the DOE website at: https://www.energy.gov/sites/default/files/2022-04/DOE%20CIC%20Statement%20-%20Freeport_Jera.pdf, https://www.energy.gov/sites/default/files/2022-04/Email%20Correspondence%20with%20FLEX.pdf; https://www.energy.gov/sites/default/files/2022-03/DOE%20CIC%20Supplement%20to%20Jan%2013%202022%20Stateement%20-%20Freeport_Jera.pdf.

DOE Evaluation

    DOE will review the Statement, as supplemented, 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 FLNG's 
various authorizations to export liquefied natural gas (LNG) to non-
free trade agreement (non-FTA) countries, as identified in the 
Statement, as supplemented.\3\ 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 change in control has been 
demonstrated to render the underlying authorizations inconsistent with 
the public interest.
---------------------------------------------------------------------------

    \2\ 79 FR 65541 (Nov. 5, 2014).
    \3\ FLNG's Statement also applies to its existing authorizations 
to export LNG to FTA countries, and its pending application to 
export LNG to non-FTA countries, both as identified in the 
Statement, as supplemented. DOE will respond to those portions of 
the Statement separately pursuant to the CIC Procedures, 79 FR 
65542.
---------------------------------------------------------------------------

Public Comment Procedures

    Interested persons will be provided 15 days from the date of 
publication of this notice in the Federal Register to move to 
intervene, protest, and answer FLNG's Statement, as supplemented.\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 the Statement (as supplemented). All protests, 
comments, motions to intervene, or notices of intervention

[[Page 29141]]

must meet the requirements specified by DOE's regulations in 10 CFR 
part 590, including the service requirements.
---------------------------------------------------------------------------

    \4\ Intervention, if granted, would constitute intervention only 
in the change in control portion of these proceedings, as described 
herein.
---------------------------------------------------------------------------

    As noted, DOE is only accepting electronic submissions at this 
time. Please email the filing to [email protected]. All filings must 
include a reference to ``Docket Nos. 10-160-LNG, et al.'' or ``Freeport 
LNG Development, L.P. Change in Control'' in the title line.
    Please Note: 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.
    The Statement, as supplemented thereto, and any filed protests, 
motions to intervene, notices of intervention, and comments will be 
available electronically by going to the following DOE Web address: 
https://www.energy.gov/fecm/division-natural-gas-regulation.

    Signed in Washington, DC, on May 6, 2022.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of 
Resource Sustainability.
[FR Doc. 2022-10171 Filed 5-11-22; 8:45 am]
BILLING CODE 6450-01-P