47446 Federal Register / Vol. 79, No. 156 / Wednesday, August 13, 2014 / Notices 

1See Freeport LNG Expansion, L.P., et al., DOE/ 

FE Order Nos. 3282–B, 3357–A, Docket Nos. 10– 

161–LNG, 11–161–LNG, Order Amending DOE/FE 

Order Nos. 3282 and 3357, at 2–5 (June 6, 2014). 

2 Freeport LNG Expansion, L.P., et al., DOE/FE 

Order No. 2913, Docket No. 10–160–LNG, Order 

Granting Long-Term Authorization to Export 

Liquefied Natural Gas from the Freeport LNG 

Terminal to Free Trade Nations (Feb. 10, 2011), as 

amended, DOE/FE Order No. 2913–A (Feb. 7, 2014). 

3 Freeport LNG Expansion, L.P., et al., DOE/FE 

Order No. 3282, Docket No. 10–161–LNG, Order 

Conditionally Granting Long-Term Multi-Contract 

Authorization to Export Liquefied Natural Gas by 

Vessel from the Freeport LNG Terminal on 

Quintana Island, Texas to Non-Free Trade 

Agreement Nations (May 17, 2013), as amended, 

DOE/FE Order No. 3282–A (Feb. 7, 2014) & DOE/ 

FE Order No. 3282–B (June 6, 2014) [hereinafter 

Freeport I]. 

must collect certain types of information 

from those seeking to do business with 

the Department or those awarded 

contracts by the Department. This 

package contains information 

collections necessary for the 

solicitation, award, administration, and 

closeout of procurement contracts. (5) 

Annual Estimated Number of 

Respondents: 7,529; (6) Annual 

Estimated Number of Total Responses: 

7,529; (7) Annual Estimated Number of 

Burden Hours: 896,199; (8) Annual 

Estimated Reporting and Recordkeeping 

Cost Burden: $71,695,920. 

Statutory Authority: 42 U.S.C. 2201. 

Issued in Washington, DC, on August 4, 

2014. 

Patrick M. Ferraro, 

Deputy Director, Office of Acquisition and 

Project Management. 

[FR Doc. 2014–19139 Filed 8–12–14; 8:45 am] 

BILLING CODE 6450–01–P 

DEPARTMENT OF ENERGY 

[FE Docket No. 14–005–CIC] 

Freeport LNG Expansion, L.P.; FLNG 

Liquefaction, LLC; FLNG Liquefaction 

2, LLC; and FLNG Liquefaction 3, LLC; 

Request for Change in Control 

AGENCY: Office of Fossil Energy, DOE. 

ACTION: Notice of application. 

SUMMARY: The Office of Fossil Energy 

(FE) of the Department of Energy (DOE) 

gives notice of receipt of an application 

(Application), filed on July 3, 2014, by 

Freeport LNG Expansion, L.P., FLNG 

Liquefaction, LLC, FLNG Liquefaction 2, 

LLC, and FLNG Liquefaction 3, LLC 

(collectively, FLEX), requesting 

approval to transfer indirect control of 

four export authorizations jointly held 

by these entities, including two 

authorizations to export liquefied 

natural gas (LNG) to any country with 

which the United States has a free trade 

agreement (FTA) that requires national 

treatment for trade in natural gas (FTA 

countries), and two conditional 

authorizations to export LNG to 

countries with which the United States 

does not have a FTA that requires 

national treatment for trade in natural 

gas (non-FTA countries). FLEX seeks 

approval to transfer its authorizations 

pursuant to 10 CFR 590.405, which 

states that ‘‘[a]uthorizations by the 

Assistant Secretary to import or export 

natural gas shall not be transferable or 

assignable, unless specifically 

authorized by the Assistant Secretary.’’ 

This Notice addresses the proposed 

indirect changes in control of FLEX’s 

two non-FTA conditional 

authorizations, which DOE/FE issued 

pursuant to section 3(a) of the Natural 

Gas Act (NGA), 15 U.S.C. 717b(a). The 

portion of the Application addressing 

FLEX’s two FTA authorizations will be 

reviewed separately pursuant to section 

3(c) of the NGA, 15 U.S.C. 717b(c), and 

are not subject to this Notice. 

DATES: Protests, motions to intervene or 

notices of intervention, as applicable, 

requests for additional procedures, and 

written comments are to be filed using 

procedures detailed in the Public 

Comment Procedures section no later 

than 4:30 p.m., Eastern time, September 

2, 2014. 

ADDRESSES: Electronic Filing by email: 

fergas@hq.doe.gov. 

Regular Mail: U.S. Department of 

Energy (FE–34), Office of Oil and Gas 

Global Security and Supply, Office of 

Fossil Energy, P.O. Box 44375, 

Washington, DC 20026–4375. 

Hand Delivery or Private Delivery 

Services (e.g., FedEx, UPS, etc.): U.S. 

Department of Energy (FE–34), Office of 

Oil and Gas Global Security and Supply, 

Office of Fossil Energy, Forrestal 

Building, Room 3E–042, 1000 

Independence Avenue SW., 

Washington, DC 20585. 

FOR FURTHER INFORMATION CONTACT: 

Larine Moore or Benjamin Nussdorf, 

U.S. Department of Energy (FE–34), 

Office of Oil and Gas Global Security 

and Supply, Office of Fossil Energy, 

Forrestal Building, Room 3E–042, 

1000 Independence Avenue SW., 

Washington, DC 20585, (202) 586– 

9478; (202) 586–9387. 

Cassandra S. Bernstein, U.S. Department 

of Energy (GC–76), Office of the 

Assistant General Counsel for 

Electricity and Fossil Energy, 

Forrestal Building, 1000 

Independence Ave. SW., Washington, 

DC 20585, (202) 586–9793. 

SUPPLEMENTARY INFORMATION: 

Background 

Applicants. Freeport LNG Expansion, 

L.P. is a Delaware limited partnership 

and a wholly owned subsidiary of 

Freeport LNG Development, L.P. Its 

principal place of business is in 

Houston, Texas. 

FLNG Liquefaction, LLC, FLNG 

Liquefaction 2, LLC, and FLNG 

Liquefaction 3, LLC are Delaware 

limited liability companies and wholly 

owned subsidiaries of Freeport LNG 

Expansion, L.P. They also have their 

principal place of business in Houston, 

Texas. 

The ultimate FLEX parent company, 

Freeport LNG Development, L.P., is a 

Delaware limited partnership. It owns 

and operates the Freeport LNG Terminal 

located on Quintana Island, southeast of 

the City of Freeport in Brazoria County, 

Texas. 

Procedural History. FLEX’s 

Application concerns the indirect 

control of four export authorizations 

issued by DOE/FE, beginning in 2011. 

The detailed procedural history of these 

authorizations and related amendments 

is summarized in DOE/FE Order Nos. 

3282–B and 3357–A.1 Below, we 

provide a brief overview of each of the 

four authorizations: 

LNG EXPORT AUTHORIZATIONS HELD BY THE FLEX ENTITIES

DOE/FE 

Docket No. 

DOE/FE 

Order No. Type of authorization Date issued Export volume authorized 

Subject 

to this 

notice? 

10–160–LNG 2 2913–A FTA .................................. February 10, 2011 1.4 billion cubic feet per day (Bcf/d) (511 Bcf per 

year (Bcf/yr)).

No. 

10–161–LNG 3 3282–B Non-FTA Conditional ....... May 17, 2013 ......... 1.4 Bcf/d (511 Bcf/yr) .................................................. Yes. 

11–161–LNG 4 3357–A Non-FTA Conditional ....... November 15, 2013 0.4 Bcf/d (146 Bcf/yr) .................................................. Yes.

12–06–LNG 5 3066–A FTA .................................. February 10, 2012 1.4 Bcf/d (511 Bcf/yr) .................................................. No. 

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Federal Register / Vol. 79, No. 156 / Wednesday, August 13, 2014 / Notices 47447 

4 Freeport LNG Expansion, L.P., et al., DOE/FE 

Order No. 3357, Docket No. 11–161–LNG, Order 

Conditionally Granting Long-Term Multi-Contract 

Authorization to Export Liquefied Natural Gas by 

Vessel from the Freeport LNG Terminal on 

Quintana Island, Texas to Non-Free Trade 

Agreement Nations (Nov. 15, 2013), as amended, 

DOE/FE Order No. 3357–A (June 6, 2014) 

[hereinafter Freeport II]. 

5 Freeport LNG Expansion, L.P., et al., DOE/FE 

Order No. 3066, Docket No. 12–06–LNG, Order 

Granting Long-Term Authorization to Export 

Liquefied Natural Gas by Vessel from the Freeport 

LNG Terminal to Free Trade Nations (Feb. 10, 

2012), as amended, DOE/FE Order No. 3066–A 

(Feb. 7, 2014). 

6See, e.g., Freeport II, DOE/FE Order No. 3357, 

at 5–6, 163, 165 (Ordering Para. C). 

7App. at 2. 

8See Freeport II, DOE/FE Order No. 3357, at 13– 

15 (discussing these LTAs and the ownership of 

each liquefaction train). 

9FLEX states that Osaka Gas and Chubu Electric 

are two of the largest utilities and LNG end users 

in Japan. 

10FLEX anticipates that, once these new 

subsidiaries are formed, both Osaka Gas Member 

and Chubu Member will be Delaware corporations 

with their principal place of business in Houston, 

Texas. We note that FLEX will be required to file 

relevant information with the Office of Oil and Gas 

Global Security and Supply within 30 days of the 

establishment of these entities. 

11According to FLEX, IFM Investors is a global 

fund manager (with nearly $50 billion in funds 

under management) and one of the largest 

infrastructure investors in the world. It is owned by 

30 major not-for-profit pension funds, with 

investments in the United States, Australia, and 

Europe. Therefore, FLEX states that the capital 

investment in FLIQ2 will be owned by some of the 

largest pension funds globally, including 5 of the 

top 10 U.S. public pension funds. 

12FLEX asserts that the source of debt and equity 

funding for FLNG Liquefaction 3, LLC’s (FLIQ3) 

capital costs for construction of Train 3 has not yet 

been finalized. FLEX states that it will submit a 

separate request to DOE/FE for approval of any 

proposed change in control related to FLIQ3, as 

appropriate. 

In sum, FLEX is currently authorized 

to export LNG from the Freeport LNG 

Terminal as follows: (1) To FTA 

countries, in a total volume equivalent 

to 2.8 Bcf/d of natural gas (1022 Bcf/yr), 

and (2) to non-FTA countries, in a total 

volume equivalent to 1.8 Bcf/d (657 Bcf/ 

yr). We note that the export volumes 

authorized in the two FTA orders are 

not additive to the export volumes 

conditionally authorized in the two 

non-FTA orders.6

FLEX filed its Application in this 

proceeding on July 3, 2014. Thereafter, 

FLEX submitted to DOE/FE a total of 

four supplements to the Application via 

electronic mail, all of which are posted 

on the docket and incorporated herein. 

Current Application 

Pursuant to 10 CFR 590.405, FLEX 

seeks approval for the proposed indirect 

changes in control of FLNG 

Liquefaction, LLC (FLIQ1) and FLNG 

Liquefaction 2, LLC (FLIQ2). Both are 

Delaware limited liability companies 

with their principal place of business in 

Houston, Texas. 

According to FLEX, the proposed 

indirect changes in control are 

necessary components of the financing 

of the FLEX liquefaction project. FLEX 

further asserts that DOE/FE approval is 

‘‘critically time sensitive’’ in light of 

certain financing requirements 

anticipated to occur early in the fourth 

quarter of 2014.7

Proposed Ownership of Liquefaction 

Trains. As stated in the Application and 

discussed in prior orders,8 the FLEX 

export facilities initially will include 

three liquefaction trains, each having 

long-term liquefaction tolling 

agreements (LTAs) as follows: 

• FLIQ1 will own the initial 

liquefaction train (Train 1). It has 

entered into a LTA with each of Osaka 

Gas Co., Ltd. (Osaka Gas) and Chubu 

Electric Power Co., Inc. (Chubu 

Electric).9 The LTAs will commence 

upon achieving commercial operation of 

Train 1. 

• FLIQ2 will own the second 

liquefaction train (Train 2). It has 

entered into a LTA with BP Energy 

Company (BP) that will commence upon 

achieving commercial operation of 

Train 2. 

• FLNG Liquefaction 3, LLC (FLIQ3) 

will own the third liquefaction train 

(Train 3). It has entered into a LTA with 

each of Toshiba Corporation and SK 

E&S LNG, LLC. The LTAs will 

commence upon achieving commercial 

operation of Train 3. 

According to FLEX, the capital costs for 

the construction of Train 1, Train 2, and 

Train 3 will be separately financed by 

FLIQ1, FLIQ2, and FLIQ3, respectively, 

with equity and debt financing provided 

by third parties. 

FLNG Liquefaction 1, LLC (FLIQ1). 

FLEX states that the FLIQ1 debt 

requirements will be provided by the 

Japan Bank for International 

Cooperation and a consortium of 

commercial banks. The approximately 

$1.2 billion FLIQ1 equity requirements 

for Train 1 will be provided 50% each 

by Osaka Gas and Chubu Electric 

through their wholly owned U.S. 

subsidiaries, which have not yet been 

formed. For purposes of the 

Application, these planned U.S. 

subsidiaries are referred to as ‘‘Osaka 

Gas Member’’ and ‘‘Chubu Member,’’ 

respectively.10

In exchange for this capital, Osaka 

Gas Member and Chubu Member each 

will receive an ownership interest in 

FLIQ1’s 100% parent company, FLIQ1 

Holdings, LLC. The remaining 

ownership interest in FLIQ1 Holdings 

will be retained by its current parent, 

Freeport LNG Expansion, L.P. 

FLEX further states that, following the 

new equity investments by Osaka Gas 

Member and Chubu Member in FLIQ1 

Holdings, all votes with respect to 

FLIQ1 Holdings and indirectly, FLIQ1, 

will require the unanimous consent of 

Freeport Expansion, Osaka Gas Member, 

and Chubu Member (or, at a minimum, 

one appointee of each of them to the 

Board of Managers of FLIQ1 Holdings). 

According to FLEX, this voting control 

will grant each of Freeport Expansion, 

Osaka Gas Member, and Chubu Member 

equal power to direct management and 

policies of FLIQ1. 

FLNG Liquefaction 2, LLC (FLIQ2). 

FLEX states that the FLIQ2 debt 

requirements will be sourced from the 

U.S. project finance bank markets. The 

approximately $1.3 billion in FLIQ2 

equity requirements for Train 2 will be 

provided by the IFM Global 

Infrastructure Fund (IFM), a global 

infrastructure investment fund advised 

by IFM Investors.11 FLEX states that 

IFM is a trust company established 

under the laws of the Cayman Islands, 

where it has its principal place of 

business. 

In exchange for the capital, IFM will 

receive an ownership interest in FLIQ2’s 

100% parent company, FLIQ2 Holdings, 

LLC. The IFM entity that will hold the 

ownership interest in FLIQ2 Holdings 

will be IFM FLIQ Holding GP, which is 

a general partnership under Delaware 

law. The remaining ownership interest 

in FLIQ2 Holdings will be retained by 

its current parent, Freeport Expansion. 

FLEX states that, following the new 

equity investment by IFM in FLIQ2 

Holdings, all votes with respect to 

FLIQ2 Holdings and, indirectly, FLIQ2, 

will require the unanimous consent of 

Freeport Expansion and IFM. 

Consequently, this voting control will 

grant each of Freeport Expansion and 

IFM equal power to direct the 

management and policies of FLIQ2.12

Freeport LNG Terminal Operations 

and Export Administration. FLEX 

asserts that, under its proposal, 

operation and maintenance of the 

Freeport LNG facilities (both 

regasification and liquefaction) will 

remain under the control of Freeport 

LNG Development, L.P. through various 

contractual arrangements with FLIQ1, 

FLIQ2, and FLIQ3. As noted above, 

Freeport Development is the ultimate 

100% parent of Freeport Expansion. No 

change in control is proposed with 

respect to either Freeport Development 

or Freeport Expansion. FLEX states that 

Freeport Expansion will be the single 

point of contact with DOE/FE with 

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47448 Federal Register / Vol. 79, No. 156 / Wednesday, August 13, 2014 / Notices 

13See App. at 3. 

respect to reporting and administration 

under all of FLEX’s FTA and non-FTA 

export authorizations. 

Public Interest Considerations 

Citing DOE/FE precedent, FLEX states 

that the proposed indirect transfer of 

control is in the public interest under 

the NGA. Specifically, FLEX asserts that 

the proposed change will have no effect 

on any of the terms and conditions of 

its existing non-FTA authorizations (as 

well as its FTA authorizations not 

subject to this Notice), which DOE/FE 

granted under the public interest 

standard set forth in section 3(a) of the 

NGA. FLEX maintains that there are no 

facts presented in the Application that 

should cause DOE/FE to alter those 

prior public interest determinations. In 

particular, FLEX asserts that DOE/FE 

has previously held that foreign 

investment in LNG export facilities is 

not inconsistent with the public 

interest.13

FLEX further states that, because the 

transactions described above are 

required to finance construction of the 

Train 1 and Train 2 export facilities, 

approval of the proposed indirect 

changes in control is a prerequisite to 

FLEX beginning construction, and 

ultimately, to exporting LNG from the 

Freeport LNG Terminal. For these 

reasons, FLEX contends that the 

proposed changes in control will 

facilitate the realization of the 

significant benefits associated with its 

liquefaction project. 

Environmental Impact 

FLEX states that the proposed changes 

in control of FLIQ1 and FLIQ2 will not 

change the nature, extent, location, or 

operations of the proposed FLEX 

liquefaction project facilities. Therefore, 

FLEX maintains that a grant of its 

Application would not constitute a 

federal action significantly affecting the 

human environment within the meaning 

of the National Environmental Policy 

Act (NEPA), 42 U.S.C. 4321 et seq., nor 

would an environmental impact 

statement or environmental assessment 

be required. 

DOE/FE Evaluation 

The portion of FLEX’s Application 

subject to this Notice will be reviewed 

pursuant to section 3(a) of the NGA, as 

amended, and the authority contained 

in DOE Delegation Order No. 00– 

002.00N (July 11, 2013) and DOE 

Redelegation Order No. 00–002.04F 

(July 11, 2013). In reviewing this 

Application, DOE will consider the 

Application, any comments filed in 

response to this Application, and as 

well as any other issues determined to 

be appropriate including conformity 

with the regulations at 10 CFR 590.405 

and with NGA section 3(a), 15 U.S.C. 

717b(a). Parties that may oppose this 

Application should comment in their 

responses on these issues. 

NEPA requires DOE to give 

appropriate consideration to the 

environmental effects of its proposed 

decisions. No final decision will be 

issued in this proceeding until DOE has 

met its NEPA responsibilities, to the 

extent any are deemed to exist. 

Public Comment Procedures 

In response to this notice, any person 

may file a protest, comments, or a 

motion to intervene or notice of 

intervention, as applicable. Any person 

wishing to become a party to the 

proceeding must file a motion to 

intervene or notice of intervention, as 

applicable. The filing of comments or a 

protest with respect to the Application 

will not serve to make the commenter or 

protestant a party to the proceeding, 

although protests and comments 

received from persons who are not 

parties will be considered in 

determining the appropriate action to be 

taken on the Application. All protests, 

comments, motions to intervene, or 

notices of intervention must meet the 

requirements specified by the 

regulations in 10 CFR part 590. 

Filings may be submitted using one of 

the following methods: (1) Emailing the 

filing to fergas@hq.doe.gov, with FE 

Docket No. 14–005–CIC in the title line; 

(2) mailing an original and three paper 

copies of the filing to the Office of Oil 

and Gas Global Security and Supply at 

the address listed in ADDRESSES; or (3) 

hand delivering an original and three 

paper copies of the filing to the Office 

of Oil and Gas Global Supply at the 

address listed in ADDRESSES. All filings 

must include a reference to FE Docket 

No. 14–005–CIC. Please Note: If 

submitting a filing via email, 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. Any hardcopy filing 

submitted greater in length than 50 

pages must also include, at the time of 

the filing, a digital copy on disk of the 

entire submission. 

A decisional record on the 

Application will be developed through 

responses to this notice by parties, 

including the parties’ written comments 

and replies thereto. Additional 

procedures will be used as necessary to 

achieve a complete understanding of the 

facts and issues. A party seeking 

intervention may request that additional 

procedures be provided, such as 

additional written comments, an oral 

presentation, a conference, or trial-type 

hearing. Any request to file additional 

written comments should explain why 

they are necessary. Any request for an 

oral presentation should identify the 

substantial question of fact, law, or 

policy at issue, show that it is material 

and relevant to a decision in the 

proceeding, and demonstrate why an 

oral presentation is needed. Any request 

for a conference should demonstrate 

why the conference would materially 

advance the proceeding. Any request for 

a trial-type hearing must show that there 

are factual issues genuinely in dispute 

that are relevant and material to a 

decision and that a trial-type hearing is 

necessary for a full and true disclosure 

of the facts. 

If an additional procedure is 

scheduled, notice will be provided to all 

parties. If no party requests additional 

procedures, a final Opinion and Order 

may be issued based on the official 

record, including the Application and 

responses filed by parties pursuant to 

this notice, in accordance with 10 CFR 

590.316. 

The Application is available for 

inspection and copying in the Division 

of Natural Gas Regulatory Activities 

docket room, Room 3E–042, 1000 

Independence Avenue SW., 

Washington, DC 20585. The docket 

room is open between the hours of 8:00 

a.m. and 4:30 p.m., Monday through 

Friday, except Federal holidays. The 

Application and any filed protests, 

motions to intervene or notice of 

interventions, and comments will also 

be available electronically by going to 

the following DOE/FE Web address: 

http://www.fe.doe.gov/programs/

gasregulation/index.html. 

Issued in Washington, DC, on August 7, 

2014. 

Marc P. Talbert, 

Acting Director, Division of Natural Gas 

Regulatory Activities, Office of Oil and Gas 

Global Security and Supply, Office of Oil 

and Natural Gas. 

[FR Doc. 2014–19124 Filed 8–12–14; 8:45 am] 

BILLING CODE 6450–01–P 

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