Genesee & Wyoming Inc.-Acquisition of Control Exemption (Including Existing Interchange Commitment)-Arkansas Midland Railroad Company, Inc., The Prescott and Northwestern Railroad Company, and Warren & Saline River Railroad Company, 72244-72245 [2014-28571]

Download as PDF 72244 Federal Register / Vol. 79, No. 234 / Friday, December 5, 2014 / Notices eligible for submission for other generic mechanisms that are designed to yield quantitative results. As a general matter, information collections will not result in any new system of records containing privacy information and will not ask questions of a sensitive nature, such as sexual behavior and attitudes, religious beliefs, and other matters that are commonly considered private. Affected Public: Individuals and Households, Businesses and Organizations, State, Local or Tribal Government. Estimated number of Respondents: 162,350. Frequency: Once per request. Number of Responses: 162,350. Estimated Total Annual Burden: 83,191. Public Comments Invited: You are asked to comment on any aspect of this information collection, including (a) Whether the proposed collection of information is necessary for the Department’s performance; (b) the accuracy of the estimated burden; (c) ways for the Department to enhance the quality, utility and clarity of the information collection; and (d) ways that the burden could be minimized without reducing the quality of the collected information. The agency will summarize and/or include your comments in the request for OMB’s clearance of this information collection. Authority: The Paperwork Reduction Act of 1995; 44 U.S.C. Chapter 35, as amended; and 49 CFR 1:48. Kevin Mahoney, Director, Office of Corporate Customer Services. [FR Doc. 2014–28542 Filed 12–4–14; 8:45 am] BILLING CODE 4910–59–P DEPARTMENT OF TRANSPORTATION Surface Transportation Board [Docket No. FD 35877] wreier-aviles on DSK5TPTVN1PROD with NOTICES Genesee & Wyoming Inc.—Acquisition of Control Exemption (Including Existing Interchange Commitment)— Arkansas Midland Railroad Company, Inc., The Prescott and Northwestern Railroad Company, and Warren & Saline River Railroad Company Genesee & Wyoming Inc. (GWI),1 a publicly traded non-carrier holding 1 Most recently, GWI was authorized to control Rapid City, Pierre & Eastern Railroad, Inc. (RCP&E), in common control with other carriers in GWI’s corporate family, upon RCP&E’s becoming a Class II carrier. See Genesee & Wyo. Inc.—Continuance in Control Exemption—Rapid City, Pierre & E. R.R., VerDate Sep<11>2014 15:07 Dec 04, 2014 Jkt 235001 company, has filed a verified notice of exemption pursuant to 49 CFR 1180.2(d)(2), to acquire control of the following Class III rail carriers: Arkansas Midland Railroad Company, Inc. (AKMD), The Prescott and Northwestern Railroad Company (PNW), and Warren & Saline Railroad Company (WSR) (collectively, the Acquired Railroads).2 The Acquired Railroads are currently owned and under the common control of Pinsly Railroad Company (Pinsly).3 GWI has submitted to the Board a redacted, public version of its Stock Purchase Agreement with Pinsly.4 GWI states that: (1) The Acquired Railroads do not connect with any of GWI’s subsidiary railroads; 5 (2) the proposed transaction is not part of a series of anticipated transactions to connect the Acquired Railroads and any of GWI’s subsidiary railroads; and (3) the proposed transaction does not involve a Class I rail carrier. The proposed transaction is therefore exempt from the prior approval requirements of 49 U.S.C. 11323 pursuant to 49 CFR 1180.2(d)(2). Through its verified notice of exemption, GWI seeks to acquire all of the issued and outstanding stock of the Acquired Railroads from Pinsly. GWI states that the proposed transaction would allow the Acquired Railroads to take advantage of the administrative, financial, marketing, and operational support that GWI could provide, which would, in turn, promote the ability of the Acquired Railroads to provide safe and efficient service to their shippers. GWI claims that, although the Acquired Railroads do not connect with any of the FD 35800 (STB served Mar. 27, 2014). GWI provides with its verified notice of exemption a map showing the locations of the GWI-controlled railroads. 2 AKMD connects with WSR at Warren, Ark. See Pinsly R.R.—Control Exemption—Warren & Saline River R.R., FD 35293 (STB served Nov. 3, 2009). The Board has previously issued notices of exemption under 49 CFR 1180.2(d)(2) where some of the railroads to be acquired connect with each other. See, e.g., SteelRiver Infrastructure Partners— Control Exemption—Patriot Rail (SteelRiver), FD 35622 (STB served May 23, 2012); Patriot Woods R.R.—Acquis. & Operation Exemption— Weyerhaeuser NR Co., Weyerhaeuser Woods R.R. Operating Div., FD 35431 (STB served Nov. 5, 2010) (authorizing two of the railroads later involved in SteelRiver to connect with each other). 3 The Acquired Railroads own and operate rail lines solely within the State of Arkansas. 4 With its verified notice of exemption, GWI filed under seal an unredacted version of its Stock Purchase Agreement and a motion for protective order to allow limited access to that agreement and other materials GWI has filed under seal. That motion is being addressed separately. 5 According to GWI, AKMD and one of GWI’s existing subsidiaries, Little Rock & Western Railway, L.P. (LRWN) both interchange with Union Pacific Railroad Company (UP) in the same yard in Little Rock, Ark. GWI states, however, that neither AKMD nor LRWN have the right to use any UP facilities to connect with each other. PO 00000 Frm 00081 Fmt 4703 Sfmt 4703 railroads already controlled by GWI, the newly acquired railroads will expand the presence of GWI’s affiliates in Arkansas. GWI states that no interchange commitment is being imposed as part of this transaction but that one of the Acquired Railroads, AKMD, has an existing lease agreement with UP that includes an interchange commitment.6 GWI notes that this existing commitment is part of AKMD’s lease of several lines from UP 7 and was negotiated as part of the overall economic package in the original lease transactions. Because GWI is acquiring control of AKMD through a stock purchase, GWI states that there will be no effect on AKMD’s operating rights under the UP Lease. The earliest the transaction could be consummated is December 20, 2014, the effective date of the exemption (30 days after the exemption was filed). The parties expect to consummate the transaction shortly after the exemption becomes effective, assuming all other conditions to closing have been satisfied by that time. Under 49 U.S.C. 10502(g), the Board may not use its exemption authority to relieve a rail carrier of its statutory obligation to protect the interests of its employees. Because the transaction involves the control of one or more Class III rail carriers and two Class II rail carriers, the transaction is subject to the labor protective requirements of 49 U.S.C. 11326(a) and New York Dock Railway—Control—Brooklyn Eastern District Terminal, 360 I.C.C. 60 (1979). If the verified notice contains false or misleading information, the exemption is void ab initio. Petitions to revoke the exemption under 49 U.S.C. 10502(d) may be filed at any time. The filing of a petition to revoke will not automatically stay the effectiveness of the exemption. Petitions to stay must be filed by December 12, 2014 (at least 6 GWI states that it does not believe that the Board’s interchange commitment disclosure requirements are intended to apply to equity control transactions in which no new interchange commitment is being imposed as part of the transaction. Without waiving that argument, GWI provides, in its verified notice and a confidential appendix, information about the interchange commitment that GWI notes ‘‘would be required’’ under 49 CFR 1180.4(g)(4)(i). 7 Under this lease, as supplemented (UP Lease), AKMD operates the North Little Rock Branch in North Little Rock, the Warren Branch between Dermott and Warren, and the Cypress Bend Branch between McGehee and Cypress Bend. See also Ark. Midland R.R.—Lease & Operation Exemption— Union Pac. R.R., FD 33908 (STB served Aug. 23, 2000); Ark. Midland R.R.—Change in Operators Exemption—Line of Union Pac. R.R., FD 34567 (STB served Nov. 17, 2004); and Ark. Midland R.R.—Lease & Operation Exemption—Union Pac. R.R., FD 34714 (STB served Aug. 30, 2005). E:\FR\FM\05DEN1.SGM 05DEN1 Federal Register / Vol. 79, No. 234 / Friday, December 5, 2014 / Notices seven days before the exemption becomes effective). An original and ten copies of all pleadings, referring to Docket No. FD 35877, must be filed with the Surface Transportation Board, 395 E Street SW., Washington, DC 20423–0001. In addition, a copy of each pleading must be served on: Eric M. Hocky, Clark Hill PLC, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, PA 19103. Board decisions and notices are available on our Web site at WWW.STB.DOT.GOV. Decided: December 2, 2014. By the Board, Rachel D. Campbell, Director, Office of Proceedings. Raina S. White, Clearance Clerk. [FR Doc. 2014–28571 Filed 12–4–14; 8:45 am] DEPARTMENT OF THE TREASURY Office of the Comptroller of the Currency Agency Information Collection Activities: Revision of an Approved Information Collection; Comment Request; Company-Run Annual Stress Test Reporting Template and Documentation for Covered Institutions With Total Consolidated Assets of $50 Billion or More Under the Dodd-Frank Wall Street Reform and Consumer Protection Act Office of the Comptroller of the Currency, Treasury (OCC). ACTION: Notice. AGENCY: The OCC, as part of its continuing effort to reduce paperwork and respondent burden, invites the general public and other Federal agencies to comment on a revision to this information collection, as required by the Paperwork Reduction Act of 1995. An agency may not conduct or sponsor, and a respondent is not required to respond to, an information collection unless it displays a currently valid Office of Management and Budget (OMB) control number. Currently, the OCC is soliciting comment concerning a revision to a regulatory reporting requirement for national banks and Federal savings associations titled, ‘‘Company-Run Annual Stress Test Reporting Template and Documentation for Covered Institutions with Total Consolidated Assets of $50 Billion or More under the Dodd-Frank Wall Street Reform and Consumer Protection Act.’’ DATES: Comments must be received by January 5, 2015. wreier-aviles on DSK5TPTVN1PROD with NOTICES VerDate Sep<11>2014 15:07 Dec 04, 2014 Jkt 235001 You can request additional information from Johnny Vilela or Mary H. Gottlieb, OCC Clearance Officers, (202) 649–5490, for persons who are deaf or hard of hearing, TTY, (202) 649–5597, Legislative and Regulatory Activities Division, Office of the Comptroller of the Currency, 400 7th St. SW., Washington, DC 20219. In addition, copies of the templates referenced in this notice can be found on the OCC’s Web site under News and Issuances (https://www.occ.treas.gov/ tools-forms/forms/bank-operations/ stress-test-reporting.html). SUPPLEMENTARY INFORMATION: The OCC is requesting comment on the following revision to an approved information collection: Title: Company-Run Annual Stress Test Reporting Template and Documentation for Covered Institutions with Total Consolidated Assets of $50 Billion or More under the Dodd-Frank Wall Street Reform and Consumer Protection Act. OMB Control No.: 1557–0319. Description: Section 165(i)(2) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 1 (Dodd-Frank Act) requires certain financial companies, including national banks and Federal savings associations, to conduct annual stress tests 2 and requires the primary financial regulatory agency 3 of those financial companies to issue regulations implementing the stress test requirements.4 A national bank or Federal savings association is a ‘‘covered institution’’ and therefore subject to the stress test requirements if its total consolidated assets are more than $10 billion. Under section FOR FURTHER INFORMATION CONTACT: BILLING CODE 4915–01–P SUMMARY: Communications Division, Office of the Comptroller of the Currency, Mailstop 2–3, Attention: 1557–0319, 400 7th St. SW., Washington, DC 20219. In addition, comments may be sent by fax to (571) 465–4326 or by electronic mail to regs.comments@occ.treas.gov. You may personally inspect and photocopy comments at the OCC, 400 7th St. SW., Washington, DC 20219. For security reasons, the OCC requires that visitors make an appointment to inspect comments. You may do so by calling (202) 649–6700. Upon arrival, visitors will be required to present valid government-issued photo identification and to submit to security screening in order to inspect and photocopy comments. ADDRESSES: 165(i)(2), a covered institution is required to submit to the Board of Governors of the Federal Reserve System (Board) and to its primary financial regulatory agency a report at such time, in such form, and containing such information as the primary financial regulatory agency may require.5 On October 9, 2012, the OCC published in the Federal Register a final rule implementing the section 165(i)(2) annual stress test requirement.6 This rule describes the reports and information collections required to meet the reporting requirements under section 165(i)(2). These information collections will be given confidential treatment (5 U.S.C. 552(b)(4)). In 2012, the OCC first implemented the reporting templates referenced in the final rule. See 77 FR 49485 (August 16, 2012) and 77 FR 66663 (November 6, 2012). The OCC is now revising them as described below. The OCC proposed these revisions on September 10, 2014.7 The OCC received one comment and is adopting the revisions as final, with some adjustments described below. The OCC intends to use the data collected to assess the reasonableness of the stress test results of covered institutions and to analyze forwardlooking regarding a covered institution’s capital adequacy. The OCC also may use the results of the stress tests to determine whether additional analytical techniques and exercises could be appropriate to identify, measure, and monitor risks at the covered institution. The stress test results are expected to support ongoing improvement in a covered institution’s stress testing practices with respect to its internal assessments of capital adequacy and overall capital planning. The OCC recognizes that many covered institutions with total consolidated assets of $50 billion or more are required to submit reports using the Comprehensive Capital Analysis and Review (CCAR) reporting form FR Y–14A.8 The OCC also recognizes the Board has modified the FR Y–14A reporting form, and to the extent practical the OCC will keep its reporting requirements consistent with the Board’s FR Y–14A in order to minimize burden on covered institutions.9 Therefore, the OCC is revising its reporting requirements to remain consistent with the Board’s FR Y–14A for covered institutions with total consolidated assets of $50 billion 5 12 1 Pub. L. 111–203, 124 Stat. 1376, July 2010. 2 12 U.S.C. 5365(i)(2)(A). 3 12 U.S.C. 5301(12). 4 12 U.S.C. 5365(i)(2)(C). PO 00000 Frm 00082 Fmt 4703 Sfmt 4703 72245 U.S.C. 5365(i)(2)(B). FR 61238 (October 9, 2012). 7 79 FR 53835. 8 https://www.federalreserve.gov/reportforms. 9 79 FR 64026 (Oct. 27, 2014). 6 77 E:\FR\FM\05DEN1.SGM 05DEN1

Agencies

[Federal Register Volume 79, Number 234 (Friday, December 5, 2014)]
[Notices]
[Pages 72244-72245]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-28571]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35877]


Genesee & Wyoming Inc.--Acquisition of Control Exemption 
(Including Existing Interchange Commitment)--Arkansas Midland Railroad 
Company, Inc., The Prescott and Northwestern Railroad Company, and 
Warren & Saline River Railroad Company

    Genesee & Wyoming Inc. (GWI),\1\ a publicly traded non-carrier 
holding company, has filed a verified notice of exemption pursuant to 
49 CFR 1180.2(d)(2), to acquire control of the following Class III rail 
carriers: Arkansas Midland Railroad Company, Inc. (AKMD), The Prescott 
and Northwestern Railroad Company (PNW), and Warren & Saline Railroad 
Company (WSR) (collectively, the Acquired Railroads).\2\ The Acquired 
Railroads are currently owned and under the common control of Pinsly 
Railroad Company (Pinsly).\3\ GWI has submitted to the Board a 
redacted, public version of its Stock Purchase Agreement with 
Pinsly.\4\
---------------------------------------------------------------------------

    \1\ Most recently, GWI was authorized to control Rapid City, 
Pierre & Eastern Railroad, Inc. (RCP&E), in common control with 
other carriers in GWI's corporate family, upon RCP&E's becoming a 
Class II carrier. See Genesee & Wyo. Inc.--Continuance in Control 
Exemption--Rapid City, Pierre & E. R.R., FD 35800 (STB served Mar. 
27, 2014). GWI provides with its verified notice of exemption a map 
showing the locations of the GWI-controlled railroads.
    \2\ AKMD connects with WSR at Warren, Ark. See Pinsly R.R.--
Control Exemption--Warren & Saline River R.R., FD 35293 (STB served 
Nov. 3, 2009). The Board has previously issued notices of exemption 
under 49 CFR 1180.2(d)(2) where some of the railroads to be acquired 
connect with each other. See, e.g., SteelRiver Infrastructure 
Partners--Control Exemption--Patriot Rail (SteelRiver), FD 35622 
(STB served May 23, 2012); Patriot Woods R.R.--Acquis. & Operation 
Exemption--Weyerhaeuser NR Co., Weyerhaeuser Woods R.R. Operating 
Div., FD 35431 (STB served Nov. 5, 2010) (authorizing two of the 
railroads later involved in SteelRiver to connect with each other).
    \3\ The Acquired Railroads own and operate rail lines solely 
within the State of Arkansas.
    \4\ With its verified notice of exemption, GWI filed under seal 
an unredacted version of its Stock Purchase Agreement and a motion 
for protective order to allow limited access to that agreement and 
other materials GWI has filed under seal. That motion is being 
addressed separately.
---------------------------------------------------------------------------

    GWI states that: (1) The Acquired Railroads do not connect with any 
of GWI's subsidiary railroads; \5\ (2) the proposed transaction is not 
part of a series of anticipated transactions to connect the Acquired 
Railroads and any of GWI's subsidiary railroads; and (3) the proposed 
transaction does not involve a Class I rail carrier. The proposed 
transaction is therefore exempt from the prior approval requirements of 
49 U.S.C. 11323 pursuant to 49 CFR 1180.2(d)(2).
---------------------------------------------------------------------------

    \5\ According to GWI, AKMD and one of GWI's existing 
subsidiaries, Little Rock & Western Railway, L.P. (LRWN) both 
interchange with Union Pacific Railroad Company (UP) in the same 
yard in Little Rock, Ark. GWI states, however, that neither AKMD nor 
LRWN have the right to use any UP facilities to connect with each 
other.
---------------------------------------------------------------------------

    Through its verified notice of exemption, GWI seeks to acquire all 
of the issued and outstanding stock of the Acquired Railroads from 
Pinsly. GWI states that the proposed transaction would allow the 
Acquired Railroads to take advantage of the administrative, financial, 
marketing, and operational support that GWI could provide, which would, 
in turn, promote the ability of the Acquired Railroads to provide safe 
and efficient service to their shippers. GWI claims that, although the 
Acquired Railroads do not connect with any of the railroads already 
controlled by GWI, the newly acquired railroads will expand the 
presence of GWI's affiliates in Arkansas.
    GWI states that no interchange commitment is being imposed as part 
of this transaction but that one of the Acquired Railroads, AKMD, has 
an existing lease agreement with UP that includes an interchange 
commitment.\6\ GWI notes that this existing commitment is part of 
AKMD's lease of several lines from UP \7\ and was negotiated as part of 
the overall economic package in the original lease transactions. 
Because GWI is acquiring control of AKMD through a stock purchase, GWI 
states that there will be no effect on AKMD's operating rights under 
the UP Lease.
---------------------------------------------------------------------------

    \6\ GWI states that it does not believe that the Board's 
interchange commitment disclosure requirements are intended to apply 
to equity control transactions in which no new interchange 
commitment is being imposed as part of the transaction. Without 
waiving that argument, GWI provides, in its verified notice and a 
confidential appendix, information about the interchange commitment 
that GWI notes ``would be required'' under 49 CFR 1180.4(g)(4)(i).
    \7\ Under this lease, as supplemented (UP Lease), AKMD operates 
the North Little Rock Branch in North Little Rock, the Warren Branch 
between Dermott and Warren, and the Cypress Bend Branch between 
McGehee and Cypress Bend. See also Ark. Midland R.R.--Lease & 
Operation Exemption--Union Pac. R.R., FD 33908 (STB served Aug. 23, 
2000); Ark. Midland R.R.--Change in Operators Exemption--Line of 
Union Pac. R.R., FD 34567 (STB served Nov. 17, 2004); and Ark. 
Midland R.R.--Lease & Operation Exemption--Union Pac. R.R., FD 34714 
(STB served Aug. 30, 2005).
---------------------------------------------------------------------------

    The earliest the transaction could be consummated is December 20, 
2014, the effective date of the exemption (30 days after the exemption 
was filed). The parties expect to consummate the transaction shortly 
after the exemption becomes effective, assuming all other conditions to 
closing have been satisfied by that time.
    Under 49 U.S.C. 10502(g), the Board may not use its exemption 
authority to relieve a rail carrier of its statutory obligation to 
protect the interests of its employees. Because the transaction 
involves the control of one or more Class III rail carriers and two 
Class II rail carriers, the transaction is subject to the labor 
protective requirements of 49 U.S.C. 11326(a) and New York Dock 
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C. 60 
(1979).
    If the verified notice contains false or misleading information, 
the exemption is void ab initio. Petitions to revoke the exemption 
under 49 U.S.C. 10502(d) may be filed at any time. The filing of a 
petition to revoke will not automatically stay the effectiveness of the 
exemption. Petitions to stay must be filed by December 12, 2014 (at 
least

[[Page 72245]]

seven days before the exemption becomes effective).
    An original and ten copies of all pleadings, referring to Docket 
No. FD 35877, must be filed with the Surface Transportation Board, 395 
E Street SW., Washington, DC 20423-0001. In addition, a copy of each 
pleading must be served on: Eric M. Hocky, Clark Hill PLC, One Commerce 
Square, 2005 Market Street, Suite 1000, Philadelphia, PA 19103.
    Board decisions and notices are available on our Web site at 
WWW.STB.DOT.GOV.

    Decided: December 2, 2014.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Raina S. White,
Clearance Clerk.
[FR Doc. 2014-28571 Filed 12-4-14; 8:45 am]
BILLING CODE 4915-01-P

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