Notice2022-10171
Change in Control; Freeport LNG Development, L.P.
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
May 12, 2022
Issuing agencies
Energy Department
Abstract
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 Freeport LNG Development, L.P. (FLNG) on January 13, 2022 (as supplemented on January 27 and March 3, 2022) in the referenced dockets. The Statement, as supplemented, describes a change in FLNG's upstream ownership. The Statement was filed under the Natural Gas Act (NGA).
Full Text
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<title>Federal Register, Volume 87 Issue 92 (Thursday, May 12, 2022)</title>
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[Federal Register Volume 87, Number 92 (Thursday, May 12, 2022)]
[Notices]
[Pages 29140-29141]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-10171]
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DEPARTMENT OF ENERGY
[Docket Nos. 10-160-LNG, 10-161-LNG, 11-161-LNG, 12-06 LNG, 16-108-LNG,
18-26-LNG, 21-98-LNG]
Change in Control; Freeport LNG Development, L.P.
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)
(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 Freeport LNG Development, L.P. (FLNG) on January
13, 2022 (as supplemented on January 27 and March 3, 2022) in the
referenced dockets. The Statement, as supplemented, describes a change
in FLNG'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, May 27, 2022.
ADDRESSES:
Electronic Filing by email: <a href="/cdn-cgi/l/email-protection#117774637670625179603f757e743f767e67"><span class="__cf_email__" data-cfemail="deb8bbacb9bfad9eb6aff0bab1bbf0b9b1a8">[email protected]</span></a>.
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,
<a href="/cdn-cgi/l/email-protection#f09a959e9e99969582de87919495b09881de949f95de979f86"><span class="__cf_email__" data-cfemail="5b313e3535323d3e29752c3a3f3e1b332a753f343e753c342d">[email protected]</span></a> or <a href="/cdn-cgi/l/email-protection#562633243f78233a24332f163e277832393378313920"><span class="__cf_email__" data-cfemail="235346514a0d564f51465a634b520d474c460d444c55">[email protected]</span></a>.
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, <a href="/cdn-cgi/l/email-protection#3251534141535c5640531c5057405c4146575b5c725a431c565d571c555d44"><span class="__cf_email__" data-cfemail="7112100202101f1503105f1314031f020514181f3119005f151e145f161e07">[email protected]</span></a>.
SUPPLEMENTARY INFORMATION:
Summary of Change in Control
In the Statement, FLNG states that, on November 14, 2021, JERA
entered into a Securities Purchase Agreement whereby JERA Americas Inc.
(JERA) agreed to acquire a 25.7% equity interest in FLNG through a
wholly-owned subsidiary created for the purposes of this transaction
(Transaction). FLNG states that JERA is wholly-owned by JERA Co., Inc.,
which in turn is an equal joint venture of TEPCO Fuel & Power,
Incorporated (TEPCO) and Chubu Electric Power Company (Chubu). FLNG
states that the Government of Japan indirectly owns a 27.37% interest
in TEPCO.\1\
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\1\ In the Statement, FLNG states that the Transaction received
approval from the Committee on Foreign Investment in the United
States (CFIUS) on January 12, 2022. Although DOE expresses no
opinion on CFIUS review, additional information may be obtained at:
<a href="https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius">https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius</a>.
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FLNG further states that, following consummation of the
Transaction, (i) JERA will own 25.7% of FLNG's equity interest, (ii)
Freeport LNG Investment, LLLP will retain its 63.5% indirect ownership
interest in FLNG, and (iii) Osaka Gas will retain its 10.8% indirect
ownership interest in FLNG. Freeport LNG-GP, LLC will continue to be
the sole general partner of FLNG, with no change in ownership.
In its email supplement submitted on January 27, 2022, FLNG
notified DOE that the Transaction closed on January 24, 2022.
Additional details can be found in the Statement and supplements,
posted on the DOE website at: <a href="https://www.energy.gov/sites/default/files/2022-04/DOE%20CIC%20Statement%20-%20Freeport_Jera.pdf">https://www.energy.gov/sites/default/files/2022-04/DOE%20CIC%20Statement%20-%20Freeport_Jera.pdf</a>, <a href="https://www.energy.gov/sites/default/files/2022-04/Email%20Correspondence%20with%20FLEX.pdf">https://www.energy.gov/sites/default/files/2022-04/Email%20Correspondence%20with%20FLEX.pdf</a>; <a href="https://www.energy.gov/sites/default/files/2022-03/DOE%20CIC%20Supplement%20to%20Jan%2013%202022%20Stateement%20-%20Freeport_Jera.pdf">https://www.energy.gov/sites/default/files/2022-03/DOE%20CIC%20Supplement%20to%20Jan%2013%202022%20Stateement%20-%20Freeport_Jera.pdf</a>.
DOE Evaluation
DOE will review the Statement, as supplemented, 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 FLNG's
various authorizations to export liquefied natural gas (LNG) to non-
free trade agreement (non-FTA) countries, as identified in the
Statement, as supplemented.\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.
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\2\ 79 FR 65541 (Nov. 5, 2014).
\3\ FLNG's Statement also applies to its existing authorizations
to export LNG to FTA countries, and its pending application to
export LNG to non-FTA countries, both as identified in the
Statement, as supplemented. DOE will respond to those portions of
the Statement 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 FLNG's Statement, as supplemented.\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 (as supplemented). All protests,
comments, motions to intervene, or notices of intervention
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must meet the requirements specified by DOE's regulations in 10 CFR
part 590, including the service requirements.
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\4\ Intervention, if granted, would constitute intervention only
in the change in control portion of these proceedings, as described
herein.
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As noted, DOE is only accepting electronic submissions at this
time. Please email the filing to <a href="/cdn-cgi/l/email-protection#44222136232537042c356a202b216a232b32"><span class="__cf_email__" data-cfemail="33555641545240735b421d575c561d545c45">[email protected]</span></a>. All filings must
include a reference to ``Docket Nos. 10-160-LNG, et al.'' or ``Freeport
LNG Development, L.P. 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 Statement, as supplemented thereto, and any filed protests,
motions to intervene, notices of intervention, and comments will be
available electronically by going to the following DOE Web address:
<a href="https://www.energy.gov/fecm/division-natural-gas-regulation">https://www.energy.gov/fecm/division-natural-gas-regulation</a>.
Signed in Washington, DC, on May 6, 2022.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of
Resource Sustainability.
[FR Doc. 2022-10171 Filed 5-11-22; 8:45 am]
BILLING CODE 6450-01-P
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