# Change in Control: Commonwealth 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 Statement and Notice of Change in Control filed by Commonwealth LNG, LLC (Commonwealth) on September 5, 2025 (Notice), as supplemented on September 24, 2025 (Supplement). The Notice describes a change in Commonwealth's upstream ownership. The Notice and 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 3, 2025.
**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].*
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, *[email protected].*
**SUPPLEMENTARY INFORMATION:**
**Summary of Change in Control**
Commonwealth states that, pursuant to an agreement that was executed on April 10, 2025 (Transaction), its upstream ownership has changed. Commonwealth states that it is a Delaware limited liability company and is authorized to do business in the State of Louisiana.
According to Commonwealth, prior to the Transaction, Commonwealth was a wholly-owned subsidiary of Kimmeridge SoTex HoldCo LLC (SoTex), a wholly-owned owned subsidiary of Kimmeridge Energy Management Company, LLC (Kimmeridge). Commonwealth states that, under the Transaction, Mubadala Energy, a wholly-owned subsidiary of Mubadala Investment Company, which is owned by the Government of Abu Dhabi, acquired 24.1% of the equity interest in SoTex, the corporate parent of Commonwealth. [^1] According to Commonwealth, Kimmeridge will retain the remaining 75.9% equity interest in SoTex. Commonwealth adds that, following the close of the Transaction on August 7, 2025, SoTex changed its name to “Caturus Holdco, LLC” (Caturus), which is now the 100% indirect upstream owner of Commonwealth.
[^1] Mubadala Energy is an international energy company, headquartered in Abu Dhabi. Accordingly, the described change in control may require the approval of the Committee on Foreign Investment in the United States (CFIUS). In its Supplement, Commonwealth states that “[o]n July 17, 2025, via letter CFIUS determined that there were no national security concerns with regard to Mubadala's investment, thus concluding CFIUS review of the transaction.” Supplement at 2. DOE expresses no opinion regarding the 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.*
The Supplement includes a chart illustrating the ownership structure of Commonwealth following the closing of the Transaction. Additional details can be found in the Notice and Supplement, posted on the DOE website at *https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20DOE%20Notice%20of%20Change%20in%20Control%20%28Mubadala-Caturus%29%20-%209.5.2025.pdf,* and *https://www.energy.gov/sites/default/files/2025-09/Commonwealth%20LNG%20Supplement%20to%20Sept.%205%202025%20Notice%20of%20Change%20in%20Control.pdf,* respectively.
**DOE Evaluation**
DOE will review the Notice and Supplement in accordance with its CIC Procedures. [^2] Consistent with the CIC Procedures, this notice addresses Commonwealth'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. 5238-A. [^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.
[^2] 79 FR 65541 (Nov. 5, 2014).
[^3] Commonwealth's Notice and Supplement 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.
**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 Commonwealth's Notice and Supplement. [^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 Notice 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.
[^4] 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 No. 19-134-LNG” in the title line, or “Commonwealth LNG Change in Control” in the title line. Filings must be submitted in English to be considered. [^5]
[^5] 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 ensure that all documents are filed in a timely manner.
The Notice, 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 November 13, 2025.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement, Office of Resource Sustainability.