[Federal Register Volume 88, Number 101 (Thursday, May 25, 2023)]
[Notices]
[Pages 33875-33876]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-11141]


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DEPARTMENT OF ENERGY

[Docket No. 15-96-LNG]


Statement of Change in Control; Port Arthur LNG, LLC

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

ACTION: Notice of change in control.

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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 Port Arthur LNG, LLC (PALNG) on April 25, 2023. 
The Statement describes an expected change in PALNG'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, June 9, 2023.

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

    PALNG states that, on March 20, 2023, Sempra LNG Holding, LP 
(Sempra LNG Holding) (an indirect wholly-owned subsidiary of Sempra 
Infrastructure Partners, LP (SI Partners) and an upstream owner of 
PALNG), entered into an equity purchase and sale agreement. Under the 
terms and conditions of the agreement, KKR Denali Holdco LLC (KKR-
Denali) \1\ will purchase from Sempra LNG Holding a non-controlling 
35.7% equity interest in Sempra PALNG Holdings, LLC (Sempra PALNG 
Member), with an option to increase its purchased interest up to a non-
controlling 69.5% equity interest in Sempra PALNG Member (Transaction). 
PALNG states that Sempra PALNG Member directly holds 70% of the equity 
interest in Port Arthur Liquefaction Holdings, LLC (PA Liquefaction 
Holdings), which directly owns 100% of the equity interest in PALNG.
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    \1\ PALNG states that KKR-Denali is a newly formed Delaware 
limited liability company under the management and control of KKR & 
Co. Inc., and that DOE/FECM previously reviewed KKR & Co. Inc.'s 
ownership interest in PALNG without objection (citing DOE Response 
to Statement of Change in Control, Port Arthur LNG, LLC, et al., 
Docket Nos. 15-53-LNG, 15-96-LNG, 18-162-LNG, et al. (June 29, 
2021)).
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    According to PALNG, following consummation of the Transaction, 
Sempra LNG Holding will be the controlling 30.5-64.3% equity interest 
holder in Sempra PALNG Member, and KKR-Denali will be the non-
controlling 35.7-69.5% equity interest holder in Sempra PALNG Member 
with certain non-controlling member protections. PALNG states that 
Sempra LNG Holding, and indirectly its parent SI Partners, will 
continue to be the operator of PALNG through Sempra PALNG Member. PALNG 
further states that the Transaction is expected to close in the third 
quarter of 2023.
    A chart illustrating the ownership structure of PALNG before and 
after the Transaction is attached to the Statement as Exhibit A and B, 
respectively. Additional details can be found in the Statement, posted 
on the DOE website at: www.energy.gov/sites/default/files/2023-05/Port%20Arthur%20LNG%20LLC%20CIC.pdf.

DOE Evaluation

    DOE 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).\2\ Consistent with the CIC 
Procedures, this notice addresses PALNG's existing authorization to 
export liquefied natural gas (LNG) to non-free trade agreement (non-
FTA) countries, granted in DOE/FE Order No. 4372, as amended.\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 authorizations inconsistent with the public interest.
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    \2\ 79 FR 65541 (Nov. 5, 2014).
    \3\ PALNG's Statement also applies to its existing authorization 
to export LNG to FTA countries in Docket Nos. 15-53-LNG and 18-162-
LNG, but DOE will respond to that portion of the filing separately 
pursuant to the CIC Procedures, 79 FR 65542.
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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 to move to 
intervene, protest, and answer PALNG's Statement.\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. All protests, comments, motions to intervene, or 
notices of intervention must meet the requirements specified by DOE's 
regulations in 10 CFR part 590, including the service requirements.
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    \4\ Intervention, if granted, would constitute intervention only 
in the change in control portion of these proceedings, as described 
herein.
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    As noted, DOE is only accepting electronic submissions at this 
time. Please email the filing to [email protected]. All filings must 
include a

[[Page 33876]]

reference to ``Docket No. 15-96-LNG'' in the title line, or ``Port 
Arthur LNG, LLC 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.
    The Statement, and any filed protests, motions to intervene, 
notices of intervention, and comments will be available electronically 
on the DOE website at: www.energy.gov/fecm/regulation.

    Signed in Washington, DC, on May 22, 2023.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of 
Resource Sustainability.
[FR Doc. 2023-11141 Filed 5-24-23; 8:45 am]
BILLING CODE 6450-01-P