Change in Control: Rio Grande LNG, LLC; Rio Grande LNG Train 4, LLC; and Rio Grande LNG Train 5, LLC

Change in Control: Rio Grande LNG, LLC; Rio Grande LNG Train 4, LLC; and Rio Grande LNG Train 5, LLC

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 30, 2025.

SUPPLEMENTARY INFORMATION:

Summary of Change in Control

The Rio Grande Entities hold authorizations to export domestically produced liquefied natural gas (LNG) from the Rio Grande LNG Terminal (Terminal), currently under construction in Cameron County, Texas, as described in the Notice. RGLNG 5 states that it will own the fifth liquefaction train (Train 5) at the Terminal.

In the Statement, RGLNG 5 states that, pursuant to a transaction that closed on October 16, 2025 (Transaction), its upstream ownership has changed. RGLNG 5 states that, prior to the Transaction, it was an indirect, wholly-owned subsidiary of NextDecade LNG, LLC (NextDecade LNG). RGLNG 5 states that, pursuant to the Transaction, GIP V Velocity Aggregator T5, L.P. (GIP V Velocity), a limited partnership managed by a controlled affiliate of Global Infrastructure Management, LLC, acquired a 50% membership interest in Rio Grande LNG Train 5 Intermediate Holdings, LLC (RGIH 5), which, in turn, indirectly owns 100% of RGLNG 5.

Additionally, RGLNG 5 states that NextDecade LNG remains the owner of a 50% membership interest in RGIH 5. According to RGLNG 5, NextDecade LNG's economic interest may increase to 70% (with GIP V Velocity's economic interest decreasing to 30%) upon GIP V Velocity's achievement of certain returns on its investment from Train 5.

RGLNG 5 further states that no changes to the operation of the Terminal are anticipated, as NextDecade LNG will continue to operate the Terminal for the benefit of the Rio Grande Entities.

Charts illustrating RGLNG 5's ownership structure before and after the Transaction are attached as Appendix A and Appendix B to the Notice, respectively. Additional details can be found in the Notice, posted on the DOE website at https://www.energy.gov/sites/default/files/2025-11/RGLNG%205%20CIC.pdf.

DOE Evaluation

DOE will review the Notice in accordance with its CIC Procedures. ¹ Consistent with the CIC Procedures, this notice addresses the Rio Grande Entities' 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/FE Order No. 4492, as amended. ⁽²⁾ 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.

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 Notice. ⁽³⁾ 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.

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 Train 5 Change in Control" in the title line. Filings must be submitted in English to be considered. ⁽⁴⁾

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.

⁽¹⁾  79 FR 65541 (Nov. 5, 2014).

⁽²⁾  RGLNG 5's Notice also applies to the Rio Grande Entities' 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.

⁽³⁾  Intervention, if granted, would constitute intervention only in the change in control portion of these proceedings, as described herein.

⁽⁴⁾  Executive Order 14224 of March 1, 2025, Designating English as the Official Language of the United States, 90 FR 11363 (Mar. 6, 2025).