Notice2023-27717
Change in Control: Venture Global Calcasieu Pass, LLC; Venture Global Plaquemines LNG, LLC; Venture Global CP2 LNG, LLC
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
December 18, 2023
Issuing agencies
Energy Department
Abstract
The Office of Fossil Energy and Carbon Management (FECM) of the Department of Energy (DOE) gives notice of receipt of a Notification of Change in Ownership Structure filed by Venture Global LNG, Inc. (Venture Global) on October 24, 2023 (Notification), as supplemented on November 2, 2023 (Supplement). Venture Global provides notice of a recent corporate reorganization that affected the ownership of the following three subsidiaries and authorization holders: Venture Global Calcasieu Pass, LLC; Venture Global Plaquemines LNG, LLC; and Venture Global CP2 LNG, LLC (collectively, Authorization Holders). The relevant portion of Venture Global's Notification subject to this Notice is described herein. The Notification and Supplement were filed under the Natural Gas Act (NGA).
Full Text
<html>
<head>
<title>Federal Register, Volume 88 Issue 241 (Monday, December 18, 2023)</title>
</head>
<body><pre>
[Federal Register Volume 88, Number 241 (Monday, December 18, 2023)]
[Notices]
[Pages 87418-87419]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-27717]
-----------------------------------------------------------------------
DEPARTMENT OF ENERGY
[Docket No. 13-69-LNG; Docket No. 14-88-LNG; Docket No. 15-25-LNG;
Docket No. 16-28-LNG; Docket No. 21-131-LNG]
Change in Control: Venture Global Calcasieu Pass, LLC; Venture
Global Plaquemines LNG, LLC; Venture Global CP2 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) of
the Department of Energy (DOE) gives notice of receipt of a
Notification of Change in Ownership Structure filed by Venture Global
LNG, Inc. (Venture Global) on October 24, 2023 (Notification), as
supplemented on November 2, 2023 (Supplement). Venture Global provides
notice of a recent corporate reorganization that affected the ownership
of the following three subsidiaries and authorization holders: Venture
Global Calcasieu Pass, LLC; Venture Global Plaquemines LNG, LLC; and
Venture Global CP2 LNG, LLC (collectively, Authorization Holders). The
relevant portion of Venture Global's Notification subject to this
Notice is described herein. The Notification 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, January 2, 2024.
ADDRESSES:
Electronic Filing by email (Strongly encouraged):
<a href="/cdn-cgi/l/email-protection#4a2c2f382d2b390a223b642e252f642d253c"><span class="__cf_email__" data-cfemail="513734233630221139207f353e347f363e27">[email protected]</span></a>.
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,
<a href="/cdn-cgi/l/email-protection#9ff5faf1f1f6f9faedb1e8fefbfadff7eeb1fbf0fab1f8f0e9"><span class="__cf_email__" data-cfemail="e78d8289898e818295c990868382a78f96c9838882c9808891">[email protected]</span></a> or <a href="/cdn-cgi/l/email-protection#146471667d3a617866716d547c653a707b713a737b62"><span class="__cf_email__" data-cfemail="50203522397e253c2235291038217e343f357e373f26">[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#5437352727353a3026357a3631263a2720313d3a143c257a303b317a333b22"><span class="__cf_email__" data-cfemail="fb989a88889a959f899ad5999e8995888f9e9295bb938ad59f949ed59c948d">[email protected]</span></a>.
SUPPLEMENTARY INFORMATION:
Summary of Change in Control
Venture Global's Notification describes a series of reorganization
transactions effective as of September 25, 2023 (Transactions). As
relevant here, Venture Global states that its institutional passive,
minority owners referenced in prior DOE/FECM filings had a change in
their collective ownership, as depicted in the
[[Page 87419]]
Organizational Charts submitted as part of the Supplement.
Specifically, before the Transactions, the institutional investors
collectively owned a total of 36.46% of the common equity in Venture
Global, with no single institutional investor holding 10% or more.
After the Transactions, Venture Global became a wholly-owned
subsidiary of a new Delaware corporation named Venture Global Holdings,
Inc. (VG Holdings). Additionally, the institutional investors now own a
total of 16.21% of the common equity in VG Holdings,\1\ with funds
managed and/or controlled by Pacific Investment Management LLC (PIMCO)
owning 15.10%,\2\ and other passive institutional investors together
owning the remaining 1.11%.\3\ Venture Global further states that the
PIMCO ownership interest creates a rebuttal presumption of control
under DOE's Procedures for Changes in Control Affecting Applications
and Authorizations to Import or Export Natural Gas (CIC Procedures) \4\
but, according to Venture Global, that presumption should be deemed
rebutted because of the passive nature of PIMCO's investment.
---------------------------------------------------------------------------
\1\ The Supplement provides these updated ownership percentages.
\2\ Venture Global states that, as a result of that interest in
VG Holdings, PIMCO indirectly owns that same 15.10% ownership in the
equity of each of the Authorization Holders--Calcasieu Pass,
Plaquemines LNG, and CP2 LNG--though its ownership of Calcasieu Pass
will be reduced to approximately of 11.56% when Stonepeak's
preferred interests in Calcasieu Pass Holdings, LLC convert into
common units upon the commercial operation date of the Calcasieu
Pass Project.
\3\ According to Venture Global, these passive institutional
investors are comprised of a number of U.S. institutional and
related investors with no power to direct the management or policies
of Venture Global.
\4\ 79 FR 65541 (Nov. 5, 2014).
---------------------------------------------------------------------------
The remaining 83.79% of the common equity of VG Holdings is owned
by the Principals, Robert B. Pender and Michael A. Sabel. Venture
Global states that the Principals moved up a level in the corporate
structure and now hold their ownership interest in a new entity named
Venture Global Partners II, LLC, which remains 50% owned and controlled
by each of the two Principals. However, the internal corporate
reorganization resulting from the Transactions is described for
completeness only and is not subject to this Notice.\5\
---------------------------------------------------------------------------
\5\ 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,
focus on ``ownership or management of the exporting entity
chang[ing] hands, resulting in a change in control . . . .'').
---------------------------------------------------------------------------
Venture Global further states that, after the Transactions, the
Principals continue to retain the sole right to control and direct the
management and policies of Venture Global and thus each of the
Authorization Holders (other than Stonepeak's rights with regard to
Calcasieu Pass detailed in the filing submitted on September 6, 2019).
In sum, this Notice applies only to the portion of the Notification
related to the institutional investors, with PIMCO now owning 15.10% of
VG Holdings' common equity. Additional details can be found in the
Notification and Supplement, posted on the DOE website at: <a href="https://www.energy.gov/sites/default/files/2023-10/10.24.23.Venture%20Global%20LNG%20DOE%20notification%20re.%20Corp%20Reorganization.pdf">https://www.energy.gov/sites/default/files/2023-10/10.24.23.Venture%20Global%20LNG%20DOE%20notification%20re.%20Corp%20Reorganization.pdf</a>. <a href="https://www.energy.gov/sites/default/files/2023-11/Supplement%20to%20NOCC%2011.02.2023.pdf">https://www.energy.gov/sites/default/files/2023-11/Supplement%20to%20NOCC%2011.02.2023.pdf</a>.
DOE Evaluation
DOE will review the Notification and Supplement in accordance with
its CIC Procedures.\6\ Consistent with the CIC Procedures, this notice
addresses the Authorization Holders' various existing authorizations 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 Untied States law or policy (non-FTA
countries), as identified in the Notification.\7\ 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.
---------------------------------------------------------------------------
\6\ See infra note 4.
\7\ Venture Global's Notification also applies to: (1) the
Authorization Holders' various existing authorizations to export LNG
to FTA countries, and (2) the Authorization Holders' various pending
applications to export LNG to non-FTA countries, as identified in
the Notification. DOE will respond to those portions of the
Notification separately pursuant to the CIC Procedures, 79 FR 65542.
---------------------------------------------------------------------------
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 Notification and Supplement.\8\
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,
including the service requirements.
---------------------------------------------------------------------------
\8\ Intervention, if granted, would constitute intervention only
in the change in control portion of these proceedings, as described
herein.
---------------------------------------------------------------------------
Filings may be submitted using one of the following methods:
(1) Submitting the filing electronically at <a href="/cdn-cgi/l/email-protection#52343720353321123a237c363d377c353d24"><span class="__cf_email__" data-cfemail="e3858691848290a38b92cd878c86cd848c95">[email protected]</span></a>;
(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.
13-69-LNG, et al.'' in the title line, or ``Venture Global LNG 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 Notification, Supplement, and any filed protests, motions to
intervene, notices of intervention, and comments will be available
electronically on the DOE website at: <a href="http://www.energy.gov/fecm/regulation">www.energy.gov/fecm/regulation</a>.
Signed in Washington, DC, on December 12, 2023.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of
Resource Sustainability.
[FR Doc. 2023-27717 Filed 12-15-23; 8:45 am]
BILLING CODE 6450-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on December 18, 2023.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.