# Change In Control: Port Arthur LNG Phase II, 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 of Change in Control (Statement) filed by Port Arthur LNG Phase II, LLC (PALNG Phase II) on October 2, 2025. The Statement describes a change in PALNG Phase II's upstream ownership. The Statement was 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**
PALNG Phase II states that, by means of a transaction (Transaction) that was executed effective as of September 22, 2025, its upstream ownership has changed. According to the Statement, prior to the Transaction, PALNG Phase II was a wholly-owned subsidiary of Port Arthur LNG Phase II Intermediate Company, LLC (Phase II JVCo), which in turn was wholly-owned by Port Arthur Liquefaction Holdings Phase II, LLC (Strategic Member). PALNG Phase II further states that Strategic Member is indirectly wholly-owned by Sempra Infrastructure Partners, LP (SI Partners), which is jointly owned by Sempra (70%), KKR Pinnacle Investor, L.P. (20%), a subsidiary of KKR & Co. Inc., and Black Silverback ZC 2022 LP (10%), a wholly-owned indirect subsidiary of Abu Dhabi Investment Authority.
As relevant here, PALNG Phase II states that, following the Transaction, a consortium led by Blackstone Credit and Insurance (Investor Members), namely BX Frontier Member I LLC and BX Frontier Member II LLC, acquired 40.0 percent and 9.9 percent equity interest, respectively, for a combined 49.9 percent ownership interest, in Phase II JVCo, the direct upstream owner of PALNG Phase II. [^1] PALNG Phase II states that BX Frontier Member I LLC is wholly-owned by BX Frontier Member I Holdings LLC, which is 50.1 percent indirectly controlled by Blackstone Inc. and 49.9 percent jointly indirectly controlled by affiliates of KKR & Co. Inc., Apollo Global Management, Inc., and Goldman Sachs Asset Management. BX Frontier Member II LLC is wholly-owned by Blackstone Private Credit Fund, which is indirectly controlled by Blackstone Inc.
[^1] Due to the foreign economic interests resulting from the Transaction, PALNG Phase II'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: *https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius.*
According to PALNG Phase II, SI Partners will continue to be responsible for operational control of PALNG Phase II, and through Strategic Member, a 50.1 percent ownership interest in Phase II JVCo, with Investor Members having certain customary minority protections, including the ability to appoint members of the board that will manage Phase II JVCo.
Charts illustrating the ownership structure of PALNG Phase II before and after the Transaction are attached to the Statement as appendices A and B, respectively. Additional details can be found in the Statement, posted on the DOE website at: *www.energy.gov/sites/default/files/2025-10/PALNG2%20CIC%20Statement.pdf.*
**DOE Evaluation**
DOE will review the Statement in accordance with its CIC Procedures. [^2] Consistent with the CIC Procedures, this notice addresses PALNG Phase II'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. 5292, as amended. [^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] PALNG Phase II's Statement 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 PALNG Phase II's Statement. [^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 Statement. 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. 20-23-LNG” in the title line, or “Port Arthur LNG Phase II, LLC 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 Statement, 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 14, 2025.
Amy R. Sweeney,
Director, Office of Regulation, Analysis, and Engagement Office of Resource Sustainability.