Order Signed by the President regarding the Acquisition of Four U.S. Wind Farm Project Companies by Ralls Corporation
ORDER
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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 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
(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.
BARACK OBAMA
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