[Federal Register Volume 90, Number 87 (Wednesday, May 7, 2025)]
[Notices]
[Pages 19288-19289]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-07939]
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DEPARTMENT OF ENERGY
[Docket Nos. 18-70-LNG, 22-167-LNG]
Change in Control: Mexico Pacific Limited 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 Change in
Control Notice filed by Mexico Pacific Limited LLC (MPL) on March 6,
2025 (Notice), as supplemented on March 21, 2025 (Supplement). The
Notice describes a change in MPL's upstream ownership. The Notice and
Supplement were filed under the Natural Gas Act.
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, May 22, 2025.
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].
Kavita Vaidyanathan, 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
MPL states that, by means of a transaction that closed effective as
of February 3, 2025 (First Transaction), and a second transaction that
closed effective as of March 3, 2025 (Second Transaction), its upstream
ownership structure has changed. MPL states that the purpose of these
transactions was to secure additional sources of new capital as it
positions the MPL Project for a final investment decision. According to
MPL, prior to the First Transaction, MPL's upstream controlling member
Quantum LNG Holdings, LLC, a Delaware limited liability company and an
affiliate of Quantum Energy Partners (Quantum), increased its
controlling membership interests in MPL from approximately 38.2% to
90.16% as a result of making all capital contributions required to
further support the development of the MPL Project from October 2021
through late 2024. MPL states that the ownership interests of all other
prior members became diluted each time Quantum made a new contribution
but did not, however, result in a change in control of MPL, since
Quantum had acquired control of MPL as of September 30, 2021.
As relevant here, MPL states that, under the First Transaction,
Kronos Polo, L.P., a Texas limited partnership, entered into an amended
and restated limited liability agreement reflecting its acquisition of
100 percent ownership and majority control of MPL. MPL adds following
that acquisition, under the agreement, MPL remained the DOE
Authorization Holder.
[[Page 19289]]
Subsequently, under the Second Transaction, MPL's ownership changed
again whereby Mexico Pacific Holdings, L.P., a Delaware limited
partnership, entered into a second amended and restated limited
liability company agreement acquiring 100 percent controlling
membership interest and voting control of MPL. According to MPL,
Quantum and the former membership interest owners no longer own any
equity in MPL but retain material non-equity economic interests in the
MPL project. Under the agreement, MPL remains the export Authorization
Holder.
Charts illustrating the ownership structure of MPL before and after
the Transactions are attached to the Notice as Exhibit A and Supplement
as Attachment. Additional details can be found in the Notice and
Supplement posted on the DOE website at: https://www.energy.gov/sites/default/files/2025-03/2025.03.05%20MXP%20Change%20in%20Control%20Filing.pdf; and https://www.energy.gov/sites/default/files/2025-03/2025.03.21%20Supplement%20to%20MXP%20Change%20in%20Control%20Filing_Kronos%20CIC.pdf.
DOE Evaluation
DOE will review the Notice and Supplement in accordance with its
Procedures for Changes in Control Affecting Applications and
Authorizations to Import or Export Natural Gas (CIC Procedures).\1\
Consistent with the CIC Procedures, this notice addresses MPL'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 and with which trade is not prohibited by United States law or
policy (non-FTA countries), granted in DOE/FE Order No. 4312, as
amended.\2\ 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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\1\ 79 FR 65541 (Nov. 5, 2014).
\2\ MPL's Notice and Supplement also applies to: (1) MPL's
existing authorizations to export LNG to FTA countries in Docket
Nos. 18-70-LNG and 22-167-LNG, and (2) MPL's pending application to
export LNG to non-FTA countries in Docket No. 22-167-LNG. DOE will
respond to those portions of the Notice and Supplement 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 MPL's Notice and Supplement.\3\
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 Notice 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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\3\ 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.
18-70-LNG, et al.'' or ``Mexico Pacific Limited LLC 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 Notice, 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 May 2, 2025.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of
Resource Sustainability.
[FR Doc. 2025-07939 Filed 5-6-25; 8:45 am]
BILLING CODE 6450-01-P