Notice2025-22638
Change In Control: Mexico Pacific Limited 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 12, 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 "Response to Request for Further Updates in Change in Control Proceeding and Fourth Supplement to March 5, 2025 CIC Notice" (Fourth Supplement) filed by Mexico Pacific Limited LLC (MXP) on November 24, 2025, among other developments. The Fourth Supplement is the latest supplement to MXP's Change in Control (CIC) Notice filed on March 6, 2025 (CIC Notice), as discussed below, and provides additional information concerning a change in MXP's upstream ownership. The CIC Notice and supplements, including the Fourth 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
<html>
<head>
<title>Federal Register, Volume 90 Issue 237 (Friday, December 12, 2025)</title>
</head>
<body><pre>
[Federal Register Volume 90, Number 237 (Friday, December 12, 2025)]
[Notices]
[Pages 57754-57756]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-22638]
=======================================================================
-----------------------------------------------------------------------
DEPARTMENT OF ENERGY
[Docket Nos. 18-70-LNG, 22-167-LNG]
Change In Control: Mexico Pacific Limited 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 ``Response
to Request for Further Updates in Change in Control Proceeding and
Fourth Supplement to March 5, 2025 CIC Notice'' (Fourth Supplement)
filed by Mexico Pacific Limited LLC (MXP) on November 24, 2025, among
other developments. The Fourth Supplement is the latest supplement to
MXP's Change in Control (CIC) Notice filed on March 6, 2025 (CIC
Notice), as discussed below, and provides additional information
concerning a change in MXP's upstream ownership. The CIC Notice and
supplements, including the Fourth 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 29, 2025.
ADDRESSES:
Electronic Filing by email (Strongly encouraged):
<a href="/cdn-cgi/l/email-protection#a6c0c3d4c1c7d5e6ced788c2c9c388c1c9d0"><span class="__cf_email__" data-cfemail="593f3c2b3e382a193128773d363c773e362f">[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#99f3fcf7f7f0fffcebb7eef8fdfcd9f1e8b7fdf6fcb7fef6ef"><span class="__cf_email__" data-cfemail="f09a959e9e99969582de87919495b09881de949f95de979f86">[email protected]</span></a> or <a href="/cdn-cgi/l/email-protection#d3a3b6a1bafda6bfa1b6aa93bba2fdb7bcb6fdb4bca5"><span class="__cf_email__" data-cfemail="6e1e0b1c07401b021c0b172e061f400a010b40090118">[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, (240) 780-1691, <a href="/cdn-cgi/l/email-protection#ee8d8f9d9d8f808a9c8fc08c8b9c809d9a8b8780ae869fc08a818bc0898198"><span class="__cf_email__" data-cfemail="bad9dbc9c9dbd4dec8db94d8dfc8d4c9cedfd3d4fad2cb94ded5df94ddd5cc">[email protected]</span></a>.
SUPPLEMENTARY INFORMATION: <SUP>1</SUP>
---------------------------------------------------------------------------
\1\ For all documents filed as part of this CIC proceeding,
please see Docket Nos. 18-70-LNG and 22-167-LNG.
---------------------------------------------------------------------------
This CIC proceeding commenced on March 6, 2025, when MXP filed the
CIC Notice,\2\ followed by a supplement (First Supplement) \3\ on March
21, 2025. The CIC Notice references Mexico Pacific Holdings, L.P. (MXP
Holdings)--the entity that owns MXP and is now known as Mexico Pacific
Holdings, LLC, as described below.
---------------------------------------------------------------------------
\2\ Mexico Pacific Limited LLC, Notice of Change in Control,
Docket Nos. 18-70-LNG and 22-167-LNG (Mar. 6, 2025) [hereinafter CIC
Notice]. Because DOE received the CIC Notice after the close of
business on March 5, 2025, it was date-stamped and docketed by DOE
on March 6, 2025. However, MXP references the CIC Notice as
``submitted March 5, 2025'' throughout its documents.
\3\ Mexico Pacific Limited LLC, Supplement Describing Changes in
Equity Ownership that Preceded Changes in Control Described in CIC
Notice Submitted March 5, 2025, Docket Nos. 18-70-LNG and 22-167-LNG
(Mar. 21, 2025).
---------------------------------------------------------------------------
On May 7, 2025, DOE published notice of both the CIC Notice and the
First Supplement in the Federal Register.\4\ In response to this
notice, DOE received a pleading jointly filed by Public Citizen, Inc.,
Natural Resources Defense Council (NRDC), and Sierra Club, in which
these organizations protested the CIC Notice and Supplement and, as to
NRDC and Sierra Club, moved to intervene in the CIC proceeding.\5\
---------------------------------------------------------------------------
\4\ U.S. Dep't of Energy, Change in Control: Mexico Pacific
Limited LLC; Notice of Change in Control, 90 FR 19288 (May 7, 2025).
\5\ Public Citizen, et al., Protest of Public Citizen, Inc.,
Natural Resources Defense Council and Sierra Club, and Intervention
of Natural Resources Defense Council and Sierra Club, Docket Nos.
18-70-LNG and 22-167-LNG (May 22, 2025).
---------------------------------------------------------------------------
On May 30, 2025, in a ``Second Supplement to CIC Notice Submitted
March 5, 2025,'' \6\ MXP informed DOE
[[Page 57755]]
that ``multiple new investors are expected to be admitted to MXP
Holdings.'' \7\
---------------------------------------------------------------------------
\6\ Mexico Pacific Limited LLC, Second Supplement to March 5,
2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (May 30,
2025).
\7\ Id. at 3.
---------------------------------------------------------------------------
On August 8, 2025, MXP submitted a ``Third Supplement to March 5,
2025 CIC Notice'' (Third Supplement) \8\ in which it notified DOE of
the following changes, effective as of July 9, 2025:
---------------------------------------------------------------------------
\8\ Mexico Pacific Limited LLC, Third Supplement to March 5,
2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (Aug. 8, 2025)
[hereinafter Third Supp.].
---------------------------------------------------------------------------
(i) MXP Holdings converted its form of organization from a Delaware
limited partnership (Mexico Pacific Holdings, L.P.) to a Delaware
limited liability company named Mexico Pacific Holdings, LLC;
(ii) The then sole member and manager of MXP Holdings, Mexico
Pacific Holdings GP, LLC (a Delaware limited liability company), with
70% economic interest in MXP Holdings, was renamed Windsor Cliff
Sponsor, LLC (Windsor Cliff Sponsor); and
(iii) Three investors--two Florida limited liability companies and
an individual--each acquired a 10% economic interest in MXP
Holdings.\9\
---------------------------------------------------------------------------
\9\ Id. at 3. As Exhibit A to the Third Supplement, MXP provided
a diagram depicting its ownership following the July 9, 2025
admission of new investors and related changes.
---------------------------------------------------------------------------
On October 29, 2025, DOE sent MXP a ``Request for Information in
Change of Control Proceeding'' (Request for Information),\10\ in which
DOE asked MXP to provide additional information regarding the identity
of the three minority investors referenced in the Third Supplement.
---------------------------------------------------------------------------
\10\ Ltr. from Amy Sweeney, DOE/FECM, to James F. Bowe, Jr.,
Counsel for MXP, Docket Nos. 18-70-LNG and 22-167-LNG, re: Request
for Information in Change of Control Proceeding (Oct. 29, 2025).
---------------------------------------------------------------------------
On November 24, 2025, MXP submitted the Fourth Supplement.\11\ In
the Fourth Supplement, MXP stated that it is responding to DOE's
Request for Information and ``provid[ing] a further supplement to MXP's
March 5, 2025 CIC Notice.'' \12\ Specifically, MXP stated that, since
its submission of its Third Supplement, ``one of the three owners of a
ten percent (10%) economic interest in MXP Holdings has assigned that
minority interest to an Ontario limited partnership.'' \13\ Thus,
following the completion of the assignment of a 10% economic interest
in MXP Holdings, the three minority investors in MXP Holdings, each
holding a 10% economic interest, are now:
---------------------------------------------------------------------------
\11\ Mexico Pacific Limited LLC, Response to Request for Further
Updates in Change in Control Proceeding and Fourth Supplement to
March 5, 2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (Nov.
24, 2025) [hereinafter Fourth Supp.].
\12\ Id. at 2.
\13\ Id.
---------------------------------------------------------------------------
<bullet> LDM Strategic Holdings, LLC, a Florida limited liability
company;
<bullet> Avila Blue, LLC, a Florida limited liability company; and
<bullet> Sonvapor LP, an Ontario, Canada, limited partnership.\14\
---------------------------------------------------------------------------
\14\ Id. Due to the foreign economic interests resulting from
the Transaction, MXP'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>.
---------------------------------------------------------------------------
MXP stated that there are no affiliations among these entities
beyond their minority interest in MXP Holdings.
Additional details can be found in MXP's filings available on the
DOE website at <a href="https://www.energy.gov/fecm/mexico-pacific-limited-llc-mpl-fe-dkt-no-18-70-lng">https://www.energy.gov/fecm/mexico-pacific-limited-llc-mpl-fe-dkt-no-18-70-lng</a> (Docket No. 18-70-LNG) and <a href="https://www.energy.gov/fecm/articles/mexico-pacific-limited-llc-mpl-fecm-docket-no-22-167-lng">https://www.energy.gov/fecm/articles/mexico-pacific-limited-llc-mpl-fecm-docket-no-22-167-lng</a> (Docket No. 22-167-LNG).
DOE Evaluation
In accordance with DOE's CIC Procedures,\15\ DOE will review the
CIC Notice, as supplemented through the Fourth Supplement, showing that
MXP Holdings' ownership is now: (i) Windsor Cliff Sponsor holding 70%
of the membership interest in MXP Holdings, and (ii) the three minority
investors identified above each holding a 10% economic interest in MXP
Holdings (30% total).\16\ MXP Holdings, in turn, continues to own 100%
of MXP, the DOE authorization holder.\17\
---------------------------------------------------------------------------
\15\ U.S. Dep't of Energy, Procedures for Changes in Control
Affecting Applications and Authorizations to Import or Export
Natural Gas, 79 FR 65541 (Nov. 5, 2014) [hereinafter CIC
Procedures].
\16\ See Fourth Supp. at 2.
\17\ See Third Supp. at 3 (stating that ``MXP Holdings still
controls MXP, the export authorization holder and applicant, and MXP
Holdings is still controlled by its former sole member, now known as
Windsor Cliff Sponsor'') and Appendix A.
---------------------------------------------------------------------------
Consistent with the CIC Procedures, this notice addresses MXP'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 and with which trade is not prohibited by United States law or
policy (non-FTA countries), granted in DOE/FE Order No. 4312, as
amended.\18\ 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.
---------------------------------------------------------------------------
\18\ MXP's CIC Notice and Supplements also apply to: (1) MXP's
existing authorizations to export LNG to FTA countries in Docket
Nos. 18-70-LNG and 22-167-LNG, and (2) MXP's pending application to
export LNG to non-FTA countries in Docket No. 22-167-LNG. DOE will
respond to those portions of the CIC Notice, as supplemented,
separately pursuant to the CIC Procedures, 79 FR at 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 CIC Notice, as supplemented through the
Fourth Supplement.\19\ 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 CIC Notice, as
supplemented through the Fourth 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.
---------------------------------------------------------------------------
\19\ 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#e3858691848290a38b92cd878c86cd848c95"><span class="__cf_email__" data-cfemail="0d6b687f6a6c7e4d657c23696268236a627b">[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.
18-70-LNG, et al.'' or ``Mexico Pacific Limited LLC Change in Control''
in the title line. Filings must be submitted in English to be
considered.\20\
---------------------------------------------------------------------------
\20\ Executive Order 14224 of March 1, 2025, Designating English
as the Official Language of the United States, 90 FR 11363 (Mar. 6,
2025).
---------------------------------------------------------------------------
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
[[Page 57756]]
ensure that all documents are filed in a timely manner.
MXP's filings in this CIC proceeding, 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 9, 2025.
Amy Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of
Resource Sustainability.
[FR Doc. 2025-22638 Filed 12-11-25; 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 12, 2025.
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.