[Federal Register Volume 77, Number 192 (Wednesday, October 3, 2012)]
[Presidential Documents]
[Pages 60281-60283]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-24533]
Presidential Documents
Federal Register / Vol. 77, No. 192 / Wednesday, October 3, 2012 /
Presidential Documents
[[Page 60281]]
Order of September 28, 2012
Regarding the Acquisition of Four U.S. Wind Farm
Project Companies by Ralls Corporation
By the authority vested in me as President by the
Constitution and the laws of the United States of
America, including section 721 of the Defense
Production Act of 1950, as amended (section 721), 50
U.S.C. App. 2170,
Section 1. Findings. I hereby make the following
findings:
(a) There is credible evidence that leads me to
believe that Ralls Corporation (Ralls), a corporation
organized under the laws of Delaware, and its
subsidiaries, and the Sany Group (which includes Sany
Electric and Sany Heavy Industries), a Chinese company
affiliated with Ralls (together, the Companies); and,
Mr. Dawei Duan (Mr. Duan) and Mr. Jialing Wu (Mr. Wu),
citizens of the People's Republic of China and senior
executives of the Sany Group, who together own Ralls;
through exercising control of Lower Ridge Windfarm,
LLC, High Plateau Windfarm, LLC, Mule Hollow Windfarm,
LLC, and Pine City Windfarm, LLC (collectively, the
Project Companies), all limited liability companies
organized under the laws of Oregon, might take action
that threatens to impair the national security of the
United States; and
(b) Provisions of law, other than section 721 and
the International Emergency Economic Powers Act (50
U.S.C. 1701 et seq.), do not, in my judgment, provide
adequate and appropriate authority for me to protect
the national security in this matter.
Sec. 2. Actions Ordered and Authorized. On the basis of
the findings set forth in section 1 of this order,
considering the factors described in subsection 721(f),
as appropriate, and pursuant to my authority under
applicable law, including section 721, I hereby order
that:
(a) The transaction resulting in the acquisition of
the Project Companies and their assets by the Companies
or Mr. Wu or Mr. Duan is hereby prohibited, and
ownership by the Companies or Mr. Wu or Mr. Duan of any
interest in the Project Companies and their assets,
whether directly or indirectly through owners,
subsidiaries, or affiliates, is prohibited.
(b) In order to effectuate this order, Ralls shall
divest all interests in:
(i) the Project Companies;
(ii) the Project Companies' assets, intellectual property, technology,
personnel, and customer contracts; and
(iii) any operations developed, held, or controlled, whether directly or
indirectly, by the Project Companies at the time of, or since, their
acquisition not later than 90 days after the date of this order, unless
such date is extended for a period not to exceed three (3) months, on such
written conditions as the Committee on Foreign Investment in the United
States (CFIUS) may require. Immediately upon divestment, Ralls shall
certify in writing to CFIUS that such divestment has been effected in
accordance with this order.
(c) No later than 14 calendar days from the date of
this order, the Companies shall:
(i) remove from the properties on which the Companies have proposed to
construct wind farms (including alternate sites) that are identified in the
notice filed with CFIUS (Properties) all items, structures, or other
[[Page 60282]]
physical objects or installations of any kind (including concrete
foundations) that the Companies or persons on behalf of the Companies have
stockpiled, stored, deposited, installed, or affixed thereon; and
(ii) provide CFIUS with a statement signed by Mr. Duan and Mr. Wu
certifying that the Companies have completed such removal.
(d) The Companies, and any persons acting for or on
behalf of the Companies, including officers, employees,
and owners, shall cease all access, and will not have
any access, to the Properties. Notwithstanding the
foregoing, individuals that are U.S. citizens
contracted by the Companies and approved by CFIUS may
access the Properties solely for purposes of fulfilling
the requirements of subsection (c) of this section.
(e) The Companies, Mr. Duan, and Mr. Wu shall not
sell or otherwise transfer, or propose to sell or
otherwise transfer, or otherwise facilitate the sale or
transfer of, any items made or otherwise produced by
the Sany Group to any third party for use or
installation at the Properties.
(f) Ralls shall not complete a sale or transfer of
the Project Companies or their assets to any third
party until:
(i) all items, structures, or other physical objects or installations of
any kind (including concrete foundations) that the Companies or persons on
behalf of the Companies have stockpiled, stored, deposited, installed, or
affixed on the Properties have been removed from the Properties and the
Department of Defense has notified the Companies that it has verified the
Companies' certification of such removal provided pursuant to subsection
(c) of this section;
(ii) Ralls notifies CFIUS in writing of the intended recipient or buyer;
and
(iii) Ralls has not received a provisional or final objection from CFIUS
to the intended recipient or buyer within 10 business days of the
notification in subsection f(ii) of this section. Among the factors CFIUS
may consider in reviewing the proposed sale or transfer are whether the
buyer or transferee: is a U.S. citizen or is owned by U.S. citizens; has or
has had a direct or indirect contractual, financial, familial, employment,
or other close and continuous relationship with the Companies or Project
Companies, or their officers, employees, or owners; and can demonstrate a
willingness and ability to support compliance with this order.
(g) From the date of this order until Ralls
provides a certification of divestment to CFIUS
pursuant to subsection (b) of this section, the
Companies shall certify to CFIUS on a monthly basis
that they are in compliance with this order.
(h) Without limitation on the exercise of authority
by any agency under other provisions of law, and until
such time as the divestment is completed and verified
to the satisfaction of CFIUS, CFIUS is authorized to
implement measures it deems necessary and appropriate
to verify that operations of the Project Companies are
carried out in such a manner as to ensure protection of
the national security interests of the United States.
Such measures may include but are not limited to the
following: on reasonable notice to the Project
Companies and the Companies, employees of the United
States Government, as designated by CFIUS, shall be
permitted access, for purposes of verifying compliance
with this order, to all premises and facilities of the
Project Companies and the Companies located in the
United States:
(i) to inspect and copy any books, ledgers, accounts, correspondence,
memoranda, and other records and documents in the possession or under the
control of the Companies or the Project Companies that concern any matter
relating to this order;
(ii) to inspect any equipment and technical data (including software) in
the possession or under the control of the Companies or the Project
Companies; and
[[Page 60283]]
(iii) to interview officers, employees, or agents of the Companies or the
Project Companies concerning any matter relating to this order.
CFIUS shall conclude its verification procedures
within 90 days after the divestment is completed.
(i) The Attorney General is authorized to take any
steps necessary to enforce this order.
Sec. 3. Revocation of Prior Orders. CFIUS's Order
Establishing Interim Mitigation Measures of July 25,
2012, and Amended Order Establishing Interim Mitigation
Measures of August 2, 2012, are hereby revoked.
Sec. 4. Reservation. I hereby reserve my authority to
issue further orders with respect to the Companies or
the Project Companies as shall in my judgment be
necessary to protect the national security.
Sec. 5. Publication and Transmittal.
(a) This order shall be published in the Federal
Register.
(b) I hereby direct the Secretary of the Treasury
to transmit a copy of this order to the appropriate
parties named in section 1 of this order.
(Presidential Sig.)
THE WHITE HOUSE,
Washington, September 28, 2012.
[FR Doc. 2012-24533
Filed 10-2-12; 8:45 am]
Billing code 3295-F3