Change In Control: Rio Grande LNG, LLC, 60669-60670 [2023-19051]

Agencies

• DEPARTMENT OF ENERGY

[Federal Register Volume 88, Number 170 (Tuesday, September 5, 2023)]
[Notices]
[Pages 60669-60670]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-19051]


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DEPARTMENT OF ENERGY

[Docket Nos. 15-190-LNG]


Change In Control: Rio Grande 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 (Notice) filed by Rio Grande LNG, LLC 
(Rio Grande LNG) on August 16, 2023. The Notice describes changes in 
Rio Grande LNG's upstream ownership. The Notice 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 as detailed in the 
Public Comment Procedures section no later than 4:30 p.m., Eastern 
time, September 20, 2023.

ADDRESSES: Electronic Filing by email (Strongly encouraged): 
[email protected].
    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,
    [email protected] or [email protected].
    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,
    [email protected].

SUPPLEMENTARY INFORMATION: 

Summary of Change in Control

    Rio Grande LNG states that pursuant to certain subscription 
agreements and an amended and restated limited liability company 
agreement (collectively, Investment Agreements), each executed and 
closed on July 12, 2023, its ownership has changed. According to Rio 
Grande LNG, prior to the Investment Agreements, Rio Grande LNG was 100% 
owned by NextDecade LNG, LLC (NextDecade LNG).
    Rio Grande LNG states that under the Investment Agreements, by 
means of the transaction (Transaction) on July 12, 2023, NextDecade 
LNG; GIP V Velocity Acquisition Partners, L.P., a limited partnership 
managed by Global Infrastructure Partners (GIP); Devonshire Investment 
Pte. Ltd., a Singapore exempt private company (Devonshire); Global LNG 
North America Corp., a subsidiary of TotalEnergies SE (TotalEnergies); 
and MIC TI Holding Company 2 RSC Limited, an Abu Dhabi Global Market 
Restricted Scope Company (MIC), will become direct or indirect members 
of Rio Grande LNG Intermediate Holdings, LLC (RGIH), which will in turn 
indirectly own 100% of Rio Grande LNG.\1\ According to Rio Grande LNG, 
the economic ownership interests of RGIH will be comprised of: 
NextDecade LNG (up to 20.79%); GIP (a minimum of 46.12%); Devonshire (a 
minimum of 9.85%); TotalEnergies (16.67%); and MIC (a minimum of 
6.57%).\2\ These members will make direct or indirect capital 
contributions to fund the design, engineering, development, 
construction, operation and maintenance, along with other activities, 
of the first three trains and related common facilities at the Rio 
Grande LNG Terminal (Terminal).
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    \1\ Rio Grande LNG states that Devonshire is an affiliated 
investment holding company of an investment company that manages the 
Government of Singapore's foreign reserves; and that MIC is an 
indirect wholly owned subsidiary of a sovereign investor that 
manages a portfolio aimed at generating sustainable financial 
returns for the Government of Abu Dhabi. Accordingly, the described 
change in control may also 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: https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius.
    \2\ According to Rio Grande LNG, the percentage of economic 
ownership interests, as described herein, are derived from the 
distributions of available cash by RGIH allocatable to the direct 
and indirect holders of such economic interests.
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    According to Rio Grande LNG, under the Transaction, the RGIH Board 
of

[[Page 60670]]

Managers will be comprised of Class A Managers, appointed by NextDecade 
LNG, and Class B Managers, appointed by GIP, Devonshire, TotalEnergies, 
and MIC, in proportion with their respective direct and indirect 
interests in RGIH. Rio Grande states that both Class A and B Managers, 
except in respect of certain related party transactions, will share in 
governance rights of RGIH. Rio Grande adds that in connection with the 
Transaction, TotalEnergies is also acquiring a 17.5% common stock 
position in Rio Grande LNG's publicly traded parent company, NextDecade 
Corporation (NextDecade Parent). Rio Grande LNG further adds that under 
the proposed change in control the majority of RGIH, approximately 67 
percent will remain economically owned by U.S. entities, NextDecade 
Parent and GIP.
    Rio Grande LNG states that the Terminal will be operated 
exclusively by NextDecade LNG, which will act as operator, coordinator, 
export administrator, vessel coordinator, and LNG marketer under 
several agreements executed by Rio Grande LNG as owner of the first 
three trains and the related common facilities at the Terminal.
    Charts illustrating the ownership structure of Rio Grande LNG 
before and after the Investment Agreements are attached as Exhibit A to 
the Notice. Additional details can be found in the Notice, posted on 
the DOE website at: https://www.energy.gov/sites/default/files/2023-08/15-190-LNG_RGLNG%20Statement%20and%20Notice%20of%20Change%20in%20Control%20%28Aug.%2016%202023%29.pdf.

DOE Evaluation

    DOE will review the Notice in accordance with its Procedures for 
Changes in Control Affecting Applications and Authorizations to Import 
or Export Natural Gas (CIC Procedures).\3\ Consistent with the CIC 
Procedures, this notice addresses Rio Grande LNG's 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 United States law 
or policy (non-FTA countries), granted in DOE/FE Order No. 4492, as 
amended.\4\ 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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    \3\ 79 FR 65541 (Nov. 5, 2014).
    \4\ Rio Grande LNG's Notice also applies to its existing 
authorizations to export LNG to FTA countries in Docket No. 15-190-
LNG. DOE will respond to those portions 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 Rio Grande LNG's Notice.\5\ 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. 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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    \5\ 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 [email protected];
    (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. 
15-190-LNG'' in the title line, or ``Rio Grande LNG, LLC 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 Notice, and any filed protests, motions to intervene, notices 
of intervention, and comments will be available electronically on the 
DOE website at www.energy.gov/fecm/regulation.

    Signed in Washington, DC, on August 29, 2023.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of 
Resource Sustainability.
[FR Doc. 2023-19051 Filed 9-1-23; 8:45 am]
BILLING CODE 6450-01-P