[Federal Register Volume 89, Number 148 (Thursday, August 1, 2024)]
[Notices]
[Pages 62732-62733]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-16987]


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

DEPARTMENT OF ENERGY

[Docket No. 14-209-LNG]


Change In Control: American LNG Marketing LLC

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) of 
the Department of Energy (DOE) gives notice of receipt of a Statement 
of Change in Control filed by American LNG Marketing LLC (American LNG 
Marketing) on July 1, 2024 (Statement), as supplemented on July 12, 
2024 (Supplement). The Statement describes an expected change in 
American LNG Marketing's upstream ownership. The Statement and 
Supplement were filed under the Natural Gas Act (NGA).

DATES: Protests, motions to intervene, or notices of intervention, as 
applicable,

[[Page 62733]]

and written comments are to be filed as detailed in the Public Comment 
Procedures section no later than 4:30 p.m., Eastern time, August 16, 
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, (240) 780-1691, [email protected]

SUPPLEMENTARY INFORMATION: 

Summary of Change in Control

    American LNG Marketing states that LNG Holdings LLC (LNG Holdings), 
a wholly-owned indirect subsidiary of New Fortress Energy, Inc. 
(Fortress), entered into a Membership Interest Purchase Agreement 
(MIPA) with Miami LNG Acquirorco, LLC, a Delaware limited liability 
company and a subsidiary of certain funds and investment vehicles of 
Pennybacker Capital Management, LLC (Pennybacker).\1\ Under the MIPA, 
Pennybacker will acquire 100% control of LNG Holdings (Florida) LLC, 
the immediate upstream parent of American LNG Marketing,\2\ and thus 
will indirectly acquire 100% control of American LNG Marketing (the 
Transaction). American LNG Marketing states that, as a result of the 
Transaction, American LNG Marketing will no longer be controlled by 
Fortress and will be controlled by Pennybacker.
---------------------------------------------------------------------------

    \1\ American LNG Marketing states that, in contemplation of but 
prior to executing the MIPA, LNG Holdings (Florida) LLC, a wholly-
owned subsidiary of Fortress, acquired 100% of the membership 
interests in American LNG Marketing through an internal corporate 
reorganization. As a result of this reorganization, LNG Holdings 
(Florida) LLC became the immediate upstream parent of American LNG 
Marketing. See also infra at note 3.
    \2\ See supra note 1.
---------------------------------------------------------------------------

    Charts illustrating the ownership structure of American LNG 
Marketing before and after the Transaction are attached to the 
Supplement as Appendix A and Appendix B, respectively. Additional 
details can be found in the Statement and Supplement, posted on the DOE 
website at: https://www.energy.gov/sites/default/files/2024-07/DOE%20Statement%20of%20Change%20in%20Control%20%28Final%207.1.2024%29.pdf. https://www.energy.gov/sites/default/files/2024-07/Supplement%20to%20DOE%20Statement%20of%20Change%20in%20Control%20%28Final%207.12.24%29.pdf.

DOE Evaluation

    DOE will review the Statement and Supplement in accordance with its 
CIC Procedures.\3\ Consistent with the CIC Procedures, this notice 
addresses American LNG Marketing's existing authorization 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 United States law or policy (non-FTA countries), 
granted in DOE/FE Order No. 3690.\4\ 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.
---------------------------------------------------------------------------

    \3\ 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 
(Nov. 5, 2014) (CIC Procedures), focus on ``ownership or management 
of the exporting entity chang[ing] hands, resulting in a change in 
control . . . .'').
    \4\ American LNG Marketing's Statement also applies to its 
existing authorizations to export LNG to FTA countries in Docket 
Nos. 14-209-LNG and 15-19-LNG. DOE will respond to those portions of 
the filing 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 the Statement and Supplement.\5\ 
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 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.
---------------------------------------------------------------------------

    \5\ Intervention, if granted, would constitute intervention only 
in the change in control portion of these proceedings, as described 
herein.
---------------------------------------------------------------------------

    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 No. 
14-209-LNG'' in the title line, or ``American LNG Marketing 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 Statement, 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 July 29, 2024.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of 
Resource Sustainability.
[FR Doc. 2024-16987 Filed 7-31-24; 8:45 am]
BILLING CODE 6450-01-P