Change in Control: Venture Global Calcasieu Pass, LLC; Venture Global Plaquemines LNG, LLC; Venture Global CP2 LNG, LLC, 87418-87419 [2023-27717]

Download as PDF 87418 Federal Register / Vol. 88, No. 241 / Monday, December 18, 2023 / Notices DEPARTMENT OF ENERGY Environmental Management SiteSpecific Advisory Board, Paducah Office of Environmental Management, Department of Energy. ACTION: Notice of open meeting. AGENCY: This notice announces a meeting of the Environmental Management Site-Specific Advisory Board (EM SSAB), Paducah. The Federal Advisory Committee Act requires that public notice of this meeting be announced in the Federal Register. SUMMARY: Thursday, January 18, 2024; 5:30 p.m.–7 p.m. CST ADDRESSES: West Kentucky Community and Technical College, Emerging Technology Center, Room 215, 5100 Alben Barkley Drive, Paducah, Kentucky 42001. FOR FURTHER INFORMATION CONTACT: Robert ‘‘Buz’’ Smith, Federal Coordinator, by Phone: (270) 441–6821 or Email: Robert.Smith@pppo.gov. SUPPLEMENTARY INFORMATION: Purpose of the Board: The purpose of the Board is to provide advice and recommendations concerning the following EM site-specific issues: cleanup activities and environmental restoration; waste and nuclear materials management and disposition; excess facilities; future land use and long-term stewardship. The Board may also be asked to provide advice and recommendations on any EM program components. Tentative Agenda: • Review of Agenda • Administrative Activities • Public Comment Period Public Participation: The meeting is open to the public. The EM SSAB, Paducah, welcomes the attendance of the public at its advisory committee meetings and will make every effort to accommodate persons with physical disabilities or special needs. If you require special accommodations due to a disability, please contact Robert ‘‘Buz’’ Smith as soon as possible in advance of the meeting at the telephone number listed above. Written statements may be filed with the Board either before or after the meeting. Comments received by no later than 5 p.m. CST on Tuesday, January 16, 2024, will be read aloud during the meeting. Comments will also be accepted after the meeting, by no later than 5 p.m. CST on Friday, January 26, 2024. Please submit comments to Robert ‘‘Buz’’ Smith at the aforementioned email address. Please put ‘‘Public Comment’’ in the subject khammond on DSKJM1Z7X2PROD with NOTICES DATES: VerDate Sep<11>2014 17:41 Dec 15, 2023 Jkt 262001 line. Individuals who wish to make oral statements pertaining to agenda items should contact Robert ‘‘Buz’’ Smith at the telephone number listed above. Requests must be received as soon as possible prior to the meeting and reasonable provision will be made to include the presentation in the agenda. The Deputy Designated Federal Officer is empowered to conduct the meeting in a fashion that will facilitate the orderly conduct of business. Individuals wishing to make public comments will be provided a maximum of five minutes to present their comments. The EM SSAB, Paducah, will hear public comments pertaining to its scope (cleanup standards and environmental restoration; waste management and disposition; stabilization and disposition of non-stockpile nuclear materials; excess facilities; future land use and long-term stewardship; risk assessment and management; and cleanup science and technology activities). Comments outside of the scope may be submitted via written statement as directed above. Minutes: Minutes will be available by writing or calling Eric Roberts, Board Support Manager, Emerging Technology Center, Room 221, 4810 Alben Barkley Drive, Paducah, KY 42001; Phone: (270) 554–3004. Minutes will also be available at the following website: https://www.energy.gov/pppo/pgdp-cab/ listings/meeting-materials. Signed in Washington, DC, on December 13, 2023. LaTanya Butler, Deputy Committee Management Officer. [FR Doc. 2023–27747 Filed 12–15–23; 8:45 am] BILLING CODE 6450–01–P 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 Office of Fossil Energy and Carbon Management, Department of Energy. ACTION: Notice of change in control. AGENCY: 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). SUMMARY: PO 00000 Frm 00034 Fmt 4703 Sfmt 4703 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): fergas@hq.doe.gov. 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, jennifer.wade@ hq.doe.gov or peri.ulrey@hq.doe.gov. 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, cassandra.bernstein@hq.doe.gov. 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 E:\FR\FM\18DEN1.SGM 18DEN1 Federal Register / Vol. 88, No. 241 / Monday, December 18, 2023 / Notices khammond on DSKJM1Z7X2PROD with NOTICES 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. 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 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). 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, VerDate Sep<11>2014 17:41 Dec 15, 2023 Jkt 262001 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: 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/2023-11/ Supplement%20to%20NOCC%2011. 02.2023.pdf. 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. focus on ‘‘ownership or management of the exporting entity chang[ing] hands, resulting in a change in control . . . .’’). 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. PO 00000 Frm 00035 Fmt 4703 Sfmt 9990 87419 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. Filings may be submitted using one of the following methods: (1) Submitting the filing electronically at fergas@hq.doe.gov; (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: www.energy.gov/fecm/ regulation. 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 8 Intervention, if granted, would constitute intervention only in the change in control portion of these proceedings, as described herein. E:\FR\FM\18DEN1.SGM 18DEN1

Agencies

DEPARTMENT OF ENERGY

[Federal Register Volume 88, Number 241 (Monday, December 18, 2023)]
[Notices]
[Pages 87418-87419]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-27717]


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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): 
[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

    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: 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/2023-11/Supplement%20to%20NOCC%2011.02.2023.pdf.

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 [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 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: www.energy.gov/fecm/regulation.

    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

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