2024-16987. Change In Control: American LNG Marketing LLC

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Department of Energy

1. [Docket No. 14-209-LNG]

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, 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): [e-mail].

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, [phone] or [phone], [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, [phone], [e-mail]

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.

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.

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.

Filings may be submitted using one of the following methods:

(1) Submitting the filing electronically at [e-mail];

(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.

Footnotes

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.

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.

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