Change In Control: Mexico Pacific Limited LLC

<NOTICE> DEPARTMENT OF ENERGY <DEPDOC>[Docket Nos. 18-70-LNG, 22-167-LNG]</DEPDOC> <SUBJECT>Change In Control: Mexico Pacific Limited LLC</SUBJECT> <HD SOURCE="HED">AGENCY:</HD> Office of Fossil Energy and Carbon Management, Department of Energy. <HD SOURCE="HED">ACTION:</HD> Notice of change in control. <SUM> <HD SOURCE="HED">SUMMARY:</HD> The Office of Fossil Energy and Carbon Management (FECM) of the Department of Energy (DOE) gives notice of receipt of a “Response to Request for Further Updates in Change in Control Proceeding and Fourth Supplement to March 5, 2025 CIC Notice” (Fourth Supplement) filed by Mexico Pacific Limited LLC (MXP) on November 24, 2025, among other developments. The Fourth Supplement is the latest supplement to MXP's Change in Control (CIC) Notice filed on March 6, 2025 (CIC Notice), as discussed below, and provides additional information concerning a change in MXP's upstream ownership. The CIC Notice and supplements, including the Fourth 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). </SUM> <DATES> <HD SOURCE="HED">DATES:</HD> 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 29, 2025. </DATES> <HD SOURCE="HED">ADDRESSES:</HD> <E T="03">Electronic Filing by email (Strongly encouraged): fergas@hq.doe.gov.</E> <E T="03">Postal Mail, Hand Delivery, or Private Delivery Services (e.g., FedEx, UPS, etc.):</E> 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. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> 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, <E T="03">jennifer.wade@hq.doe.gov</E> or <E T="03"> peri.ulrey@hq.doe.gov.</E> 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, (240) 780-1691, <E T="03">cassandra.bernstein@hq.doe.gov.</E> </FURINF> <SUPLINF> <HD SOURCE="HED"> SUPPLEMENTARY INFORMATION:  <E T="51">1</E> <FTREF/> </HD> <FTNT> <SU>1</SU>  For all documents filed as part of this CIC proceeding, please see Docket Nos. 18-70-LNG and 22-167-LNG. </FTNT> This CIC proceeding commenced on March 6, 2025, when MXP filed the CIC Notice, <SU>2</SU> <FTREF/> followed by a supplement (First Supplement)  <SU>3</SU> <FTREF/> on March 21, 2025. The CIC Notice references Mexico Pacific Holdings, L.P. (MXP Holdings)—the entity that owns MXP and is now known as Mexico Pacific Holdings, LLC, as described below. <FTNT> <SU>2</SU>  Mexico Pacific Limited LLC, Notice of Change in Control, Docket Nos. 18-70-LNG and 22-167-LNG (Mar. 6, 2025) [hereinafter CIC Notice]. Because DOE received the CIC Notice after the close of business on March 5, 2025, it was date-stamped and docketed by DOE on March 6, 2025. However, MXP references the CIC Notice as “submitted March 5, 2025” throughout its documents. </FTNT> <FTNT> <SU>3</SU>  Mexico Pacific Limited LLC, Supplement Describing Changes in Equity Ownership that Preceded Changes in Control Described in CIC Notice Submitted March 5, 2025, Docket Nos. 18-70-LNG and 22-167-LNG (Mar. 21, 2025). </FTNT> On May 7, 2025, DOE published notice of both the CIC Notice and the First Supplement in the <E T="04">Federal Register</E> . <SU>4</SU> <FTREF/> In response to this notice, DOE received a pleading jointly filed by Public Citizen, Inc., Natural Resources Defense Council (NRDC), and Sierra Club, in which these organizations protested the CIC Notice and Supplement and, as to NRDC and Sierra Club, moved to intervene in the CIC proceeding. <SU>5</SU> <FTREF/> <FTNT> <SU>4</SU>  U.S. Dep't of Energy, Change in Control: Mexico Pacific Limited LLC; Notice of Change in Control, 90 FR 19288 (May 7, 2025). </FTNT> <FTNT> <SU>5</SU>  Public Citizen, <E T="03">et al.,</E> Protest of Public Citizen, Inc., Natural Resources Defense Council and Sierra Club, and Intervention of Natural Resources Defense Council and Sierra Club, Docket Nos. 18-70-LNG and 22-167-LNG (May 22, 2025). </FTNT> On May 30, 2025, in a “Second Supplement to CIC Notice Submitted March 5, 2025,”  <SU>6</SU> <FTREF/> MXP informed DOE that “multiple new investors are expected to be admitted to MXP Holdings.”  <SU>7</SU> <FTREF/> <FTNT> <SU>6</SU>  Mexico Pacific Limited LLC, Second Supplement to March 5, 2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (May 30, 2025). </FTNT> <FTNT> <SU>7</SU>   <E T="03">Id.</E> at 3. </FTNT> On August 8, 2025, MXP submitted a “Third Supplement to March 5, 2025 CIC Notice” (Third Supplement)  <SU>8</SU> <FTREF/> in which it notified DOE of the following changes, effective as of July 9, 2025: <FTNT> <SU>8</SU>  Mexico Pacific Limited LLC, Third Supplement to March 5, 2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (Aug. 8, 2025) [hereinafter Third Supp.]. </FTNT> (i) MXP Holdings converted its form of organization from a Delaware limited partnership (Mexico Pacific Holdings, L.P.) to a Delaware limited liability company named Mexico Pacific Holdings, LLC; (ii) The then sole member and manager of MXP Holdings, Mexico Pacific Holdings GP, LLC (a Delaware limited liability company), with 70% economic interest in MXP Holdings, was renamed Windsor Cliff Sponsor, LLC (Windsor Cliff Sponsor); and (iii) Three investors—two Florida limited liability companies and an individual—each acquired a 10% economic interest in MXP Holdings. <SU>9</SU> <FTREF/> <FTNT> <SU>9</SU>   <E T="03">Id.</E> at 3. As Exhibit A to the Third Supplement, MXP provided a diagram depicting its ownership following the July 9, 2025 admission of new investors and related changes. </FTNT> On October 29, 2025, DOE sent MXP a “Request for Information in Change of Control Proceeding” (Request for Information), <SU>10</SU> <FTREF/> in which DOE asked MXP to provide additional information regarding the identity of the three minority investors referenced in the Third Supplement. <FTNT> <SU>10</SU>  Ltr. from Amy Sweeney, DOE/FECM, to James F. Bowe, Jr., Counsel for MXP, Docket Nos. 18-70-LNG and 22-167-LNG, re: Request for Information in Change of Control Proceeding (Oct. 29, 2025). </FTNT> On November 24, 2025, MXP submitted the Fourth Supplement. <SU>11</SU> <FTREF/> In the Fourth Supplement, MXP stated that it is responding to DOE's Request for Information and “provid[ing] a further supplement to MXP's March 5, 2025 CIC Notice.”  <SU>12</SU> <FTREF/> Specifically, MXP stated that, since its submission of its Third Supplement, “one of the three owners of a ten percent (10%) economic interest in MXP Holdings has assigned that minority interest to an Ontario limited partnership.”  <SU>13</SU> <FTREF/> Thus, following the completion of the assignment of a 10% economic interest in MXP Holdings, the three minority investors in MXP Holdings, each holding a 10% economic interest, are now: <FTNT> <SU>11</SU>  Mexico Pacific Limited LLC, Response to Request for Further Updates in Change in Control Proceeding and Fourth Supplement to March 5, 2025 CIC Notice, Docket Nos. 18-70-LNG and 22-167-LNG (Nov. 24, 2025) [hereinafter Fourth Supp.]. </FTNT> <FTNT> <SU>12</SU>   <E T="03">Id.</E> at 2. </FTNT> <FTNT> <SU>13</SU>   <E T="03">Id.</E> </FTNT> • LDM Strategic Holdings, LLC, a Florida limited liability company; • Avila Blue, LLC, a Florida limited liability company; and • Sonvapor LP, an Ontario, Canada, limited partnership. <SU>14</SU> <FTREF/> <FTNT> <SU>14</SU>   <E T="03">Id.</E> Due to the foreign economic interests resulting from the Transaction, MXP'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: <E T="03">https://home.treasury.gov/policy-issues/international/the-committee-on-foreign-investment-in-the-united-states-cfius.</E> </FTNT> MXP stated that there are no affiliations among these entities beyond their minority interest in MXP Holdings. Additional details can be found in MXP's filings available on the DOE website at <E T="03">https://www.energy.gov/fecm/mexico-pacific-limited-llc-mpl-fe-dkt-no-18-70-lng</E> (Docket No. 18-70-LNG) and <E T="03">https://www.energy.gov/fecm/articles/mexico-pacific-limited-llc-mpl-fecm-docket-no-22-167-lng</E> (Docket No. 22-167-LNG). <HD SOURCE="HD1">DOE Evaluation</HD> In accordance with DOE's CIC Procedures, <SU>15</SU> <FTREF/> DOE will review the CIC Notice, as supplemented through the Fourth Supplement, showing that MXP Holdings' ownership is now: (i) Windsor Cliff Sponsor holding 70% of the membership interest in MXP Holdings, and (ii) the three minority investors identified above each holding a 10% economic interest in MXP Holdings (30% total). <SU>16</SU> <FTREF/> MXP ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 15k characters. 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