[Federal Register Volume 88, Number 241 (Monday, December 18, 2023)]
[Notices]
[Pages 87418-87419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-27717]


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DEPARTMENT OF ENERGY

[Docket No. 13-69-LNG; Docket No. 14-88-LNG; Docket No. 15-25-LNG; 
Docket No. 16-28-LNG; Docket No. 21-131-LNG]


Change in Control: Venture Global Calcasieu Pass, LLC; Venture 
Global Plaquemines LNG, LLC; Venture Global CP2 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) of 
the Department of Energy (DOE) gives notice of receipt of a 
Notification of Change in Ownership Structure filed by Venture Global 
LNG, Inc. (Venture Global) on October 24, 2023 (Notification), as 
supplemented on November 2, 2023 (Supplement). Venture Global provides 
notice of a recent corporate reorganization that affected the ownership 
of the following three subsidiaries and authorization holders: Venture 
Global Calcasieu Pass, LLC; Venture Global Plaquemines LNG, LLC; and 
Venture Global CP2 LNG, LLC (collectively, Authorization Holders). The 
relevant portion of Venture Global's Notification subject to this 
Notice is described herein. The Notification and Supplement were 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 as detailed in the 
Public Comment Procedures section no later than 4:30 p.m., Eastern 
time, January 2, 2024.

ADDRESSES: 
    Electronic Filing by email (Strongly encouraged): 
[email protected].
    Postal Mail, 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 and Carbon Management, 
Forrestal Building, Room 3E-056, 1000 Independence Avenue SW, 
Washington, DC 20585.
    Due to potential delays in DOE's receipt and processing of mail 
sent through the U.S. Postal Service, we encourage respondents to 
submit filings electronically to ensure timely receipt.

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

    Venture Global's Notification describes a series of reorganization 
transactions effective as of September 25, 2023 (Transactions). As 
relevant here, Venture Global states that its institutional passive, 
minority owners referenced in prior DOE/FECM filings had a change in 
their collective ownership, as depicted in the

[[Page 87419]]

Organizational Charts submitted as part of the Supplement.
    Specifically, before the Transactions, the institutional investors 
collectively owned a total of 36.46% of the common equity in Venture 
Global, with no single institutional investor holding 10% or more.
    After the Transactions, Venture Global became a wholly-owned 
subsidiary of a new Delaware corporation named Venture Global Holdings, 
Inc. (VG Holdings). Additionally, the institutional investors now own a 
total of 16.21% of the common equity in VG Holdings,\1\ with funds 
managed and/or controlled by Pacific Investment Management LLC (PIMCO) 
owning 15.10%,\2\ and other passive institutional investors together 
owning the remaining 1.11%.\3\ Venture Global further states that the 
PIMCO ownership interest creates a rebuttal presumption of control 
under DOE's Procedures for Changes in Control Affecting Applications 
and Authorizations to Import or Export Natural Gas (CIC Procedures) \4\ 
but, according to Venture Global, that presumption should be deemed 
rebutted because of the passive nature of PIMCO's investment.
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    \1\ The Supplement provides these updated ownership percentages.
    \2\ Venture Global states that, as a result of that interest in 
VG Holdings, PIMCO indirectly owns that same 15.10% ownership in the 
equity of each of the Authorization Holders--Calcasieu Pass, 
Plaquemines LNG, and CP2 LNG--though its ownership of Calcasieu Pass 
will be reduced to approximately of 11.56% when Stonepeak's 
preferred interests in Calcasieu Pass Holdings, LLC convert into 
common units upon the commercial operation date of the Calcasieu 
Pass Project.
    \3\ According to Venture Global, these passive institutional 
investors are comprised of a number of U.S. institutional and 
related investors with no power to direct the management or policies 
of Venture Global.
    \4\ 79 FR 65541 (Nov. 5, 2014).
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    The remaining 83.79% of the common equity of VG Holdings is owned 
by the Principals, Robert B. Pender and Michael A. Sabel. Venture 
Global states that the Principals moved up a level in the corporate 
structure and now hold their ownership interest in a new entity named 
Venture Global Partners II, LLC, which remains 50% owned and controlled 
by each of the two Principals. However, the internal corporate 
reorganization resulting from the Transactions is described for 
completeness only and is not subject to this Notice.\5\
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    \5\ DOE has previously found that the CIC Procedures apply only 
to external transfers or assignments, not to internal corporate 
reorganizations. See, e.g., Port Arthur LNG, LLC, Notice of Internal 
Corporate Reorganization, Docket Nos. 15-53-LNG, et al. (Apr. 11, 
2019) (noting that DOE's Change in Control Procedures, 79 FR 65541, 
focus on ``ownership or management of the exporting entity 
chang[ing] hands, resulting in a change in control . . . .'').
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    Venture Global further states that, after the Transactions, the 
Principals continue to retain the sole right to control and direct the 
management and policies of Venture Global and thus each of the 
Authorization Holders (other than Stonepeak's rights with regard to 
Calcasieu Pass detailed in the filing submitted on September 6, 2019).
    In sum, this Notice applies only to the portion of the Notification 
related to the institutional investors, with PIMCO now owning 15.10% of 
VG Holdings' common equity. Additional details can be found in the 
Notification and Supplement, posted on the DOE website at: https://www.energy.gov/sites/default/files/2023-10/10.24.23.Venture%20Global%20LNG%20DOE%20notification%20re.%20Corp%20Reorganization.pdf. https://www.energy.gov/sites/default/files/2023-11/Supplement%20to%20NOCC%2011.02.2023.pdf.

DOE Evaluation

    DOE will review the Notification and Supplement in accordance with 
its CIC Procedures.\6\ Consistent with the CIC Procedures, this notice 
addresses the Authorization Holders' various existing authorizations to 
export liquefied natural gas (LNG) to countries with which the United 
States has not entered into a free trade agreement (FTA) requiring 
national treatment for trade in natural gas (FTA countries) and with 
which trade is not prohibited by Untied States law or policy (non-FTA 
countries), as identified in the Notification.\7\ 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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    \6\ See infra note 4.
    \7\ Venture Global's Notification also applies to: (1) the 
Authorization Holders' various existing authorizations to export LNG 
to FTA countries, and (2) the Authorization Holders' various pending 
applications to export LNG to non-FTA countries, as identified in 
the Notification. DOE will respond to those portions of the 
Notification 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 the Notification and Supplement.\8\ 
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 Notification and Supplement. 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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    \8\ Intervention, if granted, would constitute intervention only 
in the change in control portion of these proceedings, as described 
herein.
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    Filings may be submitted using one of the following methods:
    (1) Submitting the filing electronically at [email protected];
    (2) Mailing the filing to the Office of Regulation, Analysis, and 
Engagement at the address listed in the ADDRESSES section; or
    (3) Hand delivering the filing to the Office of Regulation, 
Analysis, and Engagement at the address listed in the ADDRESSES 
section.
    For administrative efficiency, DOE prefers filings to be filed 
electronically. All filings must include a reference to ``Docket Nos. 
13-69-LNG, et al.'' in the title line, or ``Venture Global LNG Change 
in Control'' in the title line.
    For electronic submissions: 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 Notification, Supplement, 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 December 12, 2023.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of 
Resource Sustainability.
[FR Doc. 2023-27717 Filed 12-15-23; 8:45 am]
BILLING CODE 6450-01-P