2021-27412. Change in Control; Mexico Pacific Limited 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 Notification Regarding Change in Control (Notification) filed by Mexico Pacific Limited LLC (MPL) on October 27, 2021, and a Supplement to Notification Regarding Change in Control (Supplement) filed on November 23, 2021, in the docket. The Notification and Supplement describe a change in MPL's ownership and 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 electronically as detailed in the Public Comment Procedures section no later than 4:30 p.m., Eastern time, January 4, 2022.

ADDRESSES:

Electronic Filing by email: [e-mail].

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 [phone] or [phone] 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:

Amy Sweeney or Jennifer Wade, U.S. Department of Energy (FE-34), Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability, Office of Fossil Energy and Carbon Management,^[1] Forrestal Building, Room 3E-042, 1000 Independence Avenue SW, Washington, DC 20585, [phone] or [phone], [e-mail] or [e-mail]

Cassandra Bernstein, U.S. Department of Energy (GC-76), Office of the Assistant General Counsel for Electricity and Fossil Energy, Forrestal Building, Room 6D-033, 1000 Independence Avenue SW, Washington, DC 20585, [phone], [e-mail]

SUPPLEMENTARY INFORMATION:

Summary of Change in Control

MPL states that, by means of a transaction (Transaction) that closed effective as of September 30, 2021, its ownership has changed. In the Supplement, MPL states that Q-LNG Holdings, LLC, a Delaware limited liability company, has become the holder of more than 10% of the membership interest in MPL, through its acquisition of 100% of the newly-created Series C ownership units. The three largest equity owners of MPL in terms of total ownership are now Q-LNG Holdings, LLC (38.2%), AVAIO MPL Special, LP (24.3%), and DKRW Energy Partners, LLC (8.0%), as discussed in the Supplement and shown in the accompanying Exhibit A (revised 10/01/2021). In the Notification, MPL states that, effective as of September 30, 2021, members of MPL have entered into an amended and restated limited liability agreement reflecting the new MPL ownership structure.

Additional details can be found in MPL's filings posted on the DOE website at: https://www.energy.gov/​sites/​default/​files/​2021-11/​Mexico%20Pacific%20Limited%20LLC-%20CIC.pdf (Notification) and https://www.energy.gov/​sites/​default/​files/​2021-11/​MPL%20CIC%2011_​23_​21.pdf (Supplement).

DOE Evaluation

DOE will review the Notification and Supplement 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 MPL's authorization to export liquefied natural gas (LNG) to non-free trade agreement (non-FTA) countries, granted in DOE/FE Order No. 4312.^[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.

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 Notification and Supplement.^[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 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.

As noted, DOE is only accepting electronic submissions at this time. Please email the filing to [e-mail]. All filings must include a reference to “Docket No. 18-70-LNG” or “Mexico Pacific Limited 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. 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 Notification, Supplement, 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 December 14, 2021.

Amy Sweeney,

Director, Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability.

Footnotes

1.  The Office of Fossil Energy changed its name to the Office of Fossil Energy and Carbon Management on July 4, 2021.

2.  79 FR 65541 (Nov. 5, 2014).

3.  MPL's Notification and Supplement also apply to its existing authorization to export LNG to FTA countries, but DOE will respond to that portion of the filings separately pursuant to the CIC Procedures, 79 FR 65542.

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