2023-11141. 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.

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: [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 (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, [e-mail] or [e-mail].

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, [e-mail].

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.

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.

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.

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. 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.

Footnotes

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)).

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.

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