Notice2025-20043
Change in Control: Commonwealth 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
November 18, 2025
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 Statement and Notice of Change in Control filed by Commonwealth LNG, LLC (Commonwealth) on September 5, 2025 (Notice), as supplemented on September 24, 2025 (Supplement). The Notice describes a change in Commonwealth's upstream ownership. The Notice and Supplement were filed under the Natural Gas Act, and in accordance with DOE's regulations and DOE's Procedures for Changes in Control Affecting Applications and Authorizations to Import or Export Natural Gas (CIC Procedures).
Full Text
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<title>Federal Register, Volume 90 Issue 220 (Tuesday, November 18, 2025)</title>
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[Federal Register Volume 90, Number 220 (Tuesday, November 18, 2025)]
[Notices]
[Pages 51731-51732]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20043]
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DEPARTMENT OF ENERGY
[Docket No. 19-134-LNG]
Change in Control: Commonwealth LNG, LLC
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) of
the Department of Energy (DOE) gives notice of receipt of a Statement
and Notice of Change in Control filed by Commonwealth LNG, LLC
(Commonwealth) on September 5, 2025 (Notice), as supplemented on
September 24, 2025 (Supplement). The Notice describes a change in
Commonwealth's upstream ownership. The Notice and Supplement were filed
under the Natural Gas Act, and in accordance with DOE's regulations and
DOE's Procedures for Changes in Control Affecting Applications and
Authorizations to Import or Export Natural Gas (CIC Procedures).
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, December 3, 2025.
ADDRESSES:
Electronic Filing by email (Strongly encouraged):
<a href="/cdn-cgi/l/email-protection#46202334212735062e376822292368212930"><span class="__cf_email__" data-cfemail="2e484b5c494f5d6e465f004a414b00494158">[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#107a757e7e797675623e677174755078613e747f753e777f66"><span class="__cf_email__" data-cfemail="d5bfb0bbbbbcb3b0a7fba2b4b1b095bda4fbb1bab0fbb2baa3">[email protected]</span></a> or <a href="/cdn-cgi/l/email-protection#50203522397e253c2235291038217e343f357e373f26"><span class="__cf_email__" data-cfemail="bfcfdacdd691cad3cddac6ffd7ce91dbd0da91d8d0c9">[email protected]</span></a>.
Irene V. Norville, 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, (240) 702-5679, <a href="/cdn-cgi/l/email-protection#85ecf7e0ebe0abebeaf7f3ece9e9e0c5edf4abe1eae0abe2eaf3"><span class="__cf_email__" data-cfemail="117863747f743f7f7e6367787d7d745179603f757e743f767e67">[email protected]</span></a>.
SUPPLEMENTARY INFORMATION:
Summary of Change in Control
Commonwealth states that, pursuant to an agreement that was
executed on April 10, 2025 (Transaction), its upstream ownership has
changed. Commonwealth states that it is a Delaware limited liability
company and is authorized to do business in the State of Louisiana.
According to Commonwealth, prior to the Transaction, Commonwealth
was a wholly-owned subsidiary of Kimmeridge SoTex HoldCo LLC (SoTex), a
wholly-owned owned subsidiary of Kimmeridge Energy Management Company,
LLC (Kimmeridge). Commonwealth states that, under the Transaction,
Mubadala Energy, a wholly-owned subsidiary of Mubadala Investment
Company, which is owned by the Government of Abu Dhabi, acquired 24.1%
of the equity interest in SoTex, the corporate parent of
Commonwealth.\1\ According to Commonwealth, Kimmeridge will retain the
remaining 75.9% equity interest in SoTex. Commonwealth adds that,
following the close of the Transaction on August 7, 2025, SoTex changed
its name to ``Caturus Holdco, LLC'' (Caturus), which is now the 100%
indirect upstream owner of Commonwealth.
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\1\ Mubadala Energy is an international energy company,
headquartered in Abu Dhabi. Accordingly, the described change in
control may require the approval of the Committee on Foreign
Investment in the United States (CFIUS). In its Supplement,
Commonwealth states that ``[o]n July 17, 2025, via letter CFIUS
determined that there were no national security concerns with regard
to Mubadala's investment, thus concluding CFIUS review of the
transaction.'' Supplement at 2. DOE expresses no opinion regarding
the review by CFIUS. 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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The Supplement includes a chart illustrating the ownership
structure of Commonwealth following the closing of the Transaction.
Additional details can be found in the Notice and Supplement, posted on
the DOE website at <a href="https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20DOE%20Notice%20of%20Change%20in%20Control%20%28Mubadala-Caturus%29%20-%209.5.2025.pdf">https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20DOE%20Notice%20of%20Change%20in%20Control%20%28Mubadala-Caturus%29%20-%209.5.2025.pdf</a>, and <a href="https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20Supplement%20to%20Sept.%205%202025%20Notice%20of%20Change%20in%20Control.pdf">https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20Supplement%20to%20Sept.%205%202025%20Notice%20of%20Change%20in%20Control.pdf</a>, respectively.
[[Page 51732]]
DOE Evaluation
DOE will review the Notice and Supplement in accordance with its
CIC Procedures.\2\ Consistent with the CIC Procedures, this notice
addresses Commonwealth's existing authorization to export 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 and with which trade is not prohibited by United States law or
policy (non-FTA countries), granted in DOE/FECM Order no. 5238-A.\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.
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\2\ 79 FR 65541 (Nov. 5, 2014).
\3\ Commonwealth's Notice and Supplement also applies to the
company's existing authorization to export LNG to FTA countries in
the same docket. DOE will respond to that portion of the filing
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 Commonwealth's Notice 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 Notice 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.
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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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Filings may be submitted using one of the following methods:
(1) Submitting the filing electronically at <a href="/cdn-cgi/l/email-protection#2b4d4e594c4a586b435a054f444e054c445d"><span class="__cf_email__" data-cfemail="f89e9d8a9f998bb89089d69c979dd69f978e">[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 No.
19-134-LNG'' in the title line, or ``Commonwealth LNG Change in
Control'' in the title line. Filings must be submitted in English to be
considered.\5\
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\5\ Executive Order 14224 of March 1, 2025, Designating English
as the Official Language of the United States, 90 FR 11363 (Mar. 6,
2025).
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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 Notice, 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 November 13, 2025.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of
Resource Sustainability.
[FR Doc. 2025-20043 Filed 11-17-25; 8:45 am]
BILLING CODE 6450-01-P
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