Ohio River Partners Shareholders LLC-Exemption for Intra-Corporate Family Transaction-Ohio River Partners LLC, 50728-50729 [2017-23766]

Agencies

• Surface Transportation Board

[Federal Register Volume 82, Number 210 (Wednesday, November 1, 2017)]
[Notices]
[Pages 50728-50729]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-23766]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36152]


Ohio River Partners Shareholders LLC--Exemption for Intra-
Corporate Family Transaction--Ohio River Partners LLC

    Ohio River Partners Shareholder LLC (ORPS) and Ohio River Partners 
LLC (ORP) (collectively, the Parties) have jointly filed a verified 
notice of exemption under 49 CFR 1180.2(d)(3) for an intra-corporate 
family transaction. ORP is a Delaware limited liability company, and in 
2016 the Board authorized it to acquire and operate a 12.2-mile rail 
line between milepost 60.5 at or near Powhatan Point, Ohio, and 
milepost 72.2 at or near Hannibal, Ohio (the Omal Line).\1\ ORPS, a 
Delaware limited liability company, owns 100% of the member interests 
of ORP.\2\
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    \1\ See Ohio River Partners LLC--Acquis. & Operation Exemption--
Hannibal Development, LLC, FD 35984 (STB served Apr. 1, 2016).
    \2\ ORPS is indirectly owned and controlled by Fortress 
Transportation and Infrastructure Investors LLC, which is managed by 
an affiliate of Fortress Investment Group LLC (Fortress).
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    According to the Parties, the purpose of this transaction is to 
vest both fee title to the Omal Line and the right (and common carrier 
obligation) to operate the Omal Line in a single entity (ORPS).\3\ They 
state that the transaction will streamline administration and enhance 
corporate efficiency for the Parties, which are already closely 
integrated. They note, for example, that the proposed merger will 
eliminate the need for ORP and ORPS to prepare separate tax returns and 
maintain separate corporate records.
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    \3\ The Parties state that the Omal Line acquisition was part of 
a broader real estate transaction pursuant to which ORPS acquired 
certain industrial property (including the land upon which the Omal 
Line is located) from Hannibal Development LLC (Hannibal 
Development). The parties originally contemplated that ORP would 
acquire and operate the Omal Line, while ORPS would acquire the 
other real property from Hannibal Development. However, as 
consummated, the transaction resulted in ORPS becoming the owner of 
all the property conveyed by Hannibal Development, including the 
Omal Line.
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    The Parties state that the transaction does not impose or involve 
any interchange commitment by, or affecting, the Parties.\4\
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    \4\ An unexecuted draft copy of the Parties' agreement was filed 
with the verified notice of exemption.
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    Unless stayed, the exemption will be effective on November 15, 2017 
(30 days after the verified notice was filed). The Parties state that 
they intend to consummate the proposed transaction as soon as 
practicable after the effective date of the exemption.
    This is a transaction within a corporate family of the type 
specially exempted from prior review and approval under 49 CFR 
1180.2(d)(3). The Parties state that the transaction will not result in 
any adverse change in service levels or significant operational changes 
because ORP has not yet commenced operations over the Omal Line. Nor 
will the merger of ORP with and into ORPS result in any change in

[[Page 50729]]

the competitive balance with carriers outside the corporate family.
    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. Section 11326(c), however, does 
not provide for labor protection for transactions under Sections 11324 
and 11325 that involve only Class III rail carriers. The exemption here 
was filed by ORP and ORPS. Only Class III carriers are involved. 
Accordingly, labor protective conditions will not be imposed.
    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 exemption. Petitions 
for stay must be filed no later than November 8, 2017 (at least seven 
days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 36152, must be filed with the Surface Transportation Board, 395 E 
Street SW., Washington, DC 20423-0001. In addition, one copy of each 
pleading must be served on Terrence M. Hynes, Sidley Austin LLP, 1501 K 
Street NW., Washington, DC 20005.
    According to the Parties, this action is categorically excluded 
from environmental review under 49 CFR 1105.6(c).
    Board decisions and notices are available on our Web site at 
WWW.STB.GOV.

    Decided: October 27, 2017.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Brendetta S. Jones,
Clearance Clerk.
[FR Doc. 2017-23766 Filed 10-31-17; 8:45 am]
BILLING CODE 4915-01-P