Notice2025-20209
Change In Control: Port Arthur LNG Phase II, 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 of Change in Control (Statement) filed by Port Arthur LNG Phase II, LLC (PALNG Phase II) on October 2, 2025. The Statement describes a change in PALNG Phase II's upstream ownership. The Statement was 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 51728-51729]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-20209]
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DEPARTMENT OF ENERGY
[Docket No. 20-23-LNG]
Change In Control: Port Arthur LNG Phase II, 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
of Change in Control (Statement) filed by Port Arthur LNG Phase II, LLC
(PALNG Phase II) on October 2, 2025. The Statement describes a change
in PALNG Phase II's upstream ownership. The Statement was 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#284e4d5a4f495b684059064c474d064f475e"><span class="__cf_email__" data-cfemail="aec8cbdcc9cfddeec6df80cac1cb80c9c1d8">[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#3258575c5c5b5457401c45535657725a431c565d571c555d44"><span class="__cf_email__" data-cfemail="59333c3737303f3c2b772e383d3c193128773d363c773e362f">[email protected]</span></a> or <a href="/cdn-cgi/l/email-protection#d1a1b4a3b8ffa4bda3b4a891b9a0ffb5beb4ffb6bea7"><span class="__cf_email__" data-cfemail="a0d0c5d2c98ed5ccd2c5d9e0c8d18ec4cfc58ec7cfd6">[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#4b22392e252e652524393d2227272e0b233a652f242e652c243d"><span class="__cf_email__" data-cfemail="f09982959e95de9e9f8286999c9c95b09881de949f95de979f86">[email protected]</span></a>.
SUPPLEMENTARY INFORMATION:
Summary of Change in Control
PALNG Phase II states that, by means of a transaction (Transaction)
that was executed effective as of September 22, 2025, its upstream
ownership has changed. According to the Statement, prior to the
Transaction, PALNG Phase II was a wholly-owned subsidiary of Port
Arthur LNG Phase II Intermediate Company, LLC (Phase II JVCo), which in
turn was wholly-owned by Port Arthur Liquefaction Holdings Phase II,
LLC (Strategic Member). PALNG Phase II further states that Strategic
Member is indirectly wholly-owned by Sempra Infrastructure Partners, LP
(SI Partners), which is jointly owned by Sempra (70%), KKR Pinnacle
Investor, L.P. (20%), a subsidiary of KKR & Co. Inc., and Black
Silverback ZC 2022 LP (10%), a wholly-owned indirect subsidiary of Abu
Dhabi Investment Authority.
As relevant here, PALNG Phase II states that, following the
Transaction, a consortium led by Blackstone Credit and Insurance
(Investor Members), namely BX Frontier Member I LLC and BX Frontier
Member II LLC, acquired 40.0 percent and 9.9 percent equity interest,
respectively, for a combined 49.9 percent ownership interest, in Phase
II JVCo, the direct upstream owner of PALNG Phase II.\1\ PALNG Phase II
states that BX Frontier Member
[[Page 51729]]
I LLC is wholly-owned by BX Frontier Member I Holdings LLC, which is
50.1 percent indirectly controlled by Blackstone Inc. and 49.9 percent
jointly indirectly controlled by affiliates of KKR & Co. Inc., Apollo
Global Management, Inc., and Goldman Sachs Asset Management. BX
Frontier Member II LLC is wholly-owned by Blackstone Private Credit
Fund, which is indirectly controlled by Blackstone Inc.
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\1\ Due to the foreign economic interests resulting from the
Transaction, PALNG Phase II's change in control may require the
approval of the Committee on Foreign Investment in the United States
(CFIUS). DOE expresses no opinion regarding the need for 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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According to PALNG Phase II, SI Partners will continue to be
responsible for operational control of PALNG Phase II, and through
Strategic Member, a 50.1 percent ownership interest in Phase II JVCo,
with Investor Members having certain customary minority protections,
including the ability to appoint members of the board that will manage
Phase II JVCo.
Charts illustrating the ownership structure of PALNG Phase II
before and after the Transaction are attached to the Statement as
appendices A and B, respectively. Additional details can be found in
the Statement, posted on the DOE website at: <a href="http://www.energy.gov/sites/default/files/2025-10/PALNG2%20CIC%20Statement.pdf">www.energy.gov/sites/default/files/2025-10/PALNG2%20CIC%20Statement.pdf</a>.
DOE Evaluation
DOE will review the Statement in accordance with its CIC
Procedures.\2\ Consistent with the CIC Procedures, this notice
addresses PALNG Phase II'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. 5292, 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.
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\2\ 79 FR 65541 (Nov. 5, 2014).
\3\ PALNG Phase II's Statement 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 PALNG Phase II'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.
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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#6b0d0e190c0a182b031a450f040e450c041d"><span class="__cf_email__" data-cfemail="c1a7a4b3a6a0b281a9b0efa5aea4efa6aeb7">[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.
20-23-LNG'' in the title line, or ``Port Arthur LNG Phase II, LLC
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 Statement, 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 14, 2025.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement Office of
Resource Sustainability.
[FR Doc. 2025-20209 Filed 11-17-25; 8:45 am]
BILLING CODE 6450-01-P
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