Brookfield Asset Management, Inc. and DJP XX, LLC-Control Exemption-Genesee & Wyoming Inc., et al., 58801-58802 [2019-23936]

Download as PDF Federal Register / Vol. 84, No. 212 / Friday, November 1, 2019 / Notices GWI’s North American operations, which will be acquired pursuant to the proposed transaction, include 106 short line and regional railroads subject to Board jurisdiction, (Verified Notice 1), and operations in 41 states with over 13,000 track miles. See Genesee & Wyoming Inc., About Us, https:// www.gwrr.com/about_us (last visited Oct. 28, 2019). GWI’s 2018 North American operating revenues totaled $1.36 billion. Genesee & Wyoming, Inc., 2018 Annual Report 7 (2019). GWI’s railroads are essential to serving a large number of shippers and receivers and constitute essential links in the national rail network. Most or all of the country’s Class I railroads could not serve many of their customers without the service provided by GWI’s railroads. Indeed, if GWI were itself a rail carrier, its North American operations would clearly make it a Class I carrier.1 As it is, GWI is a widespread presence throughout the national rail network, in which it plays an integral role. Thus, this is by far the largest and most geographically diverse collection of railroads impacting the U.S. freight network ever to be processed as a class exemption under the Board’s existing regulations.2 For these reasons, in my opinion, this proceeding raises significant questions regarding whether transactions of this magnitude were contemplated when the class exemption regulations were adopted, and therefore raises questions as to whether it is appropriate for such major transactions to be eligible under those regulations in the first place. While I agree that, under existing regulations, this transaction may proceed as a class exemption, I do think the Board should consider in the future whether the exemption process should 1 See Indexing the Annual Operating Revenues of R.R.s, EP 748 (STB served June 14, 2019) (calculating Class I revenue threshold at $489,935,956). 2 Cf. Fortress Inv. Grp. LLC—Control Exemption— RailAmerica, Inc., FD 34972 (STB served Dec. 22, 2006) (publishing notice for the acquisition of 30 rail carriers); Mont. Rail Link, Inc.—Exemption Acquis. & Operation—Certain Lines of Burlington N. R.R., FD 31089 (ICC served May 26, 1988) (denying petitions for revocation of notice of exemption permitting acquisition of two noncontiguous segments of rail line totaling 830.62 miles in length in Montana and Idaho); Wisc. Cent. Ltd.—Exemption Acquis. & Operation—Certain Lines of Soo Line R.R., FD 31102 (ICC served Oct. 8, 1987) (vacating stay and permitting consummation of a class exemption for the acquisition of 1,801 miles of rail line in Wisconsin and parts of Michigan, Minnesota, and Illinois; acquisition of 173.6 miles of trackage rights in Wisconsin and parts of Minnesota and Illinois; and assignment of 27.7 miles of trackage rights on thirdparty carriers in Wisconsin). VerDate Sep<11>2014 19:23 Oct 31, 2019 Jkt 250001 be applicable to transactions of such scale. Jeffrey Herzig, Clearance Clerk. [FR Doc. 2019–23956 Filed 10–31–19; 8:45 am] BILLING CODE 4915–01–P SURFACE TRANSPORTATION BOARD [Docket No. FD 36326] Brookfield Asset Management, Inc. and DJP XX, LLC—Control Exemption— Genesee & Wyoming Inc., et al. Brookfield Asset Management, Inc. (Brookfield) and DJP XX, LLC (DJP) (collectively, Applicants), filed a verified notice of exemption under 49 CFR 1180.2(d)(2) to allow Applicants to control Genesee & Wyoming Inc. (GWI) and the 106 rail carriers subject to the jurisdiction of the Board that GWI controls (GWI Railroads).1 According to the verified notice, GWI is currently a publicly traded noncarrier holding company that controls, through direct or indirect equity ownership, the GWI Railroads; Brookfield is an alternative asset manager; DJP is a limited liability company specially formed to acquire GWI; and Brookfield controls DJP within the meaning of 49 U.S.C. 10102(3). Applicants state that, at consummation of the proposed transaction, DJP’s wholly owned subsidiary, MKM XXII Corp., will be merged with and into GWI, which will be the surviving corporation. As a result of the proposed transaction,2 GWI would become a privately held company and a wholly owned subsidiary of DJP. Therefore, the proposed transaction would cause DJP to indirectly control the GWI Railroads through DJP’s direct control of GWI. The proposed transaction would also cause Brookfield to indirectly control the GWI Railroads through Brookfield’s control of DJP and DJP’s control of GWI. Applicants state that Brookfield and DJP are not rail carriers and do not own or control any rail carriers in the United States. Applicants further certify that 1 According to Applicants, two of the GWI Railroads are Class II carriers, and the remainder are Class III carriers. The GWI Railroads are located in the following states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin, and Wyoming. 2 A copy of the Agreement and Plan of Merger was filed with the verified notice as Exhibit 2. PO 00000 Frm 00126 Fmt 4703 Sfmt 4703 58801 the proposed acquisition does not involve an interchange commitment.3 The verified notice states that the proposed transaction is expected to close by the end of 2019 or early 2020, subject to customary closing conditions. This exemption is now effective, consistent with the Board’s decision served October 29, 2019 in this proceeding. The verified notice states that: (i) The GWI Railroads do not connect with any rail line owned or controlled by DJP or Brookfield; (ii) the proposed transaction is not part of a series of anticipated transactions that would connect any railroad owned or controlled by Applicants with any GWI Railroad or connect any of the GWI Railroads with each other; and (iii) the proposed transaction does not involve a Class I carrier. Therefore, the transaction is exempt from the prior approval requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(2). 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 proposed 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. All pleadings, referring to Docket No. FD 36326, must be filed with the Surface Transportation Board either via e-filing or in writing addressed to 395 E Street SW, Washington, DC 20423–0001. In addition, a copy of each pleading must be served on Applicants’ representatives, Anthony J. LaRocca and Peter W. Denton, Steptoe & Johnson LLP, 1330 Connecticut Avenue NW, Washington, DC 20036. According to Applicants, this action is categorically excluded from 3 By decision served on July 22, 2019, and published in the Federal Register on July 26, 2019 (84 FR 36,157), the effectiveness of the exemption was postponed until further order of the Board to allow sufficient time to consider the issues presented. The decision also directed Brookfield and DJP to provide updates regarding review by the Committee on Foreign Investment in the United States (CFIUS) and the outcome of such review, and it invited comments from the Applicants and the public. E:\FR\FM\01NON1.SGM 01NON1 58802 Federal Register / Vol. 84, No. 212 / Friday, November 1, 2019 / Notices environmental review under 49 CFR 1105.6(c) and from historic preservation reporting requirements under 49 CFR 1105.8(b)(1). Board decisions and notices are available at www.stb.gov. Decided: October 28, 2019. By the Board, Allison C. Davis, Director, Office of Proceedings. Kenyatta Clay, Clearance Clerk. [FR Doc. 2019–23936 Filed 10–31–19; 8:45 am] BILLING CODE 4915–01–P OFFICE OF THE UNITED STATES TRADE REPRESENTATIVE Agency Information Collection Activities; Request for the Office of Management and Budget To Approve Renewal of the Collection of Information Titled ‘301 Exclusion Requests’ Office of the United States Trade Representative. ACTION: 30-day notice with a request for comments. AGENCY: The Office of the United States Trade Representative (USTR) is submitting a request to the Office of Management and Budget (OMB) to renew approval for three years of an existing information collection request (ICR) titled 301 Exclusion Requests under the Paperwork Reduction Act of 1995 (PRA) and its implementing regulations. SUMMARY: Submit comments no later than December 2, 2019. ADDRESSES: Submit comments about the ICR, including the title 301 Exclusion Requests, to the Office of Information and Regulatory Affairs at OMB, at oira_ submissions@omb.eop.gov, or 725 Seventeenth Street NW, Washington DC 20503, Attention: USTR Desk Officer. FOR FURTHER INFORMATION CONTACT: USTR Assistant General Counsels Philip Butler or Benjamin Allen at (202) 395– 5725. SUPPLEMENTARY INFORMATION: DATES: A. Comments Submit written comments and suggestions to OMB addressing one or more of the following four points: (1) Whether the ICR is necessary for the proper performance of USTR’s functions, including whether the information will have practical utility. (2) The accuracy of USTR’s estimate of the burden of the ICR, including the validity of the methodology and assumptions used. VerDate Sep<11>2014 19:23 Oct 31, 2019 Jkt 250001 (3) Ways to enhance the quality, utility, and clarity of the ICR. (4) Ways to minimize the burden of the ICR on those who are to respond, including through the use of appropriate automated, electronic, mechanical, or other technological collection techniques or other forms of information technology. B. Overview of This Information Collection Title: 301 Exclusion Requests. OMB Control Number: 0350–0015, which expires on December 31, 2019. Form Number(s): 301 Exclusion Request/Response/Reply Form; Exclusion Extension Comment Form. Description: Following a comprehensive investigation, the U.S. Trade Representative determined that the Government of China’s acts, policies, and practices related to technology transfer, intellectual property, and innovation were actionable under section 301(b) of the Trade Act of 1974 (19 U.S.C. 2411(b)). The U.S. Trade Representative determined that appropriate action to obtain the elimination of China’s acts, policies, and practices related to technology transfer, intellectual property, and innovation included the imposition of additional ad valorem duties on products from China classified in certain enumerated subheadings of the Harmonized Tariff Schedule of the United States (HTSUS). For background on the proceedings in this investigation, please see the prior notices issued in the investigation, including 82 FR 40213 (August 23, 2017), 83 FR 14906 (April 6, 2018), 83 FR 28710 (June 20, 2018), 83 FR 32181 (July 11, 2018), 83 FR 33608 (July 17, 2018), 83 FR 40823 (August 16, 2018), 83 FR 47236 (September 18, 2018), 83 FR 47974 (September 21, 2018), 83 FR 49153 (September 28, 2018), 83 FR 65198 (December 19, 2018), 83 FR 67463 (December 28, 2018), 84 FR 7966 (March 5, 2019), 84 FR 11152 (March 25, 2019), 84 FR 16310 (April 18, 2019), 84 FR 20459 (May 9, 2019), 84 FR 21389 (May 14, 2019), 84 FR 21892 (May 15, 2019), 84 FR 22564 (May 17, 2019), 84 FR 23145 (May 21, 2019), 84 FR 25895 (June 4, 2019), 84 FR 26930 (June 10, 2019), 84 FR 29576 (June 24, 2019), 84 FR 32821 (July 9, 2019), 84 FR 37381 (July 31, 2019), 84 FR 38717 (August 7, 2018), 84 FR 43304 (August 20, 2019), 84 FR 43853 (August 22, 2019), 84 FR 45821 (August 30, 2019), 84 FR 46212 (September 3, 2019), 84 FR 49591 (September 20, 2019), 84 FR 49564 (September 20, 2019), 84 FR 49600 (September 20, 2019), 84 FR 52567 (October 2, 2019), 84 FR 52553 (October PO 00000 Frm 00127 Fmt 4703 Sfmt 4703 2, 2019), and 84 FR 57144 (October 24, 2019). On May 15, 2019, USTR submitted a request to OMB for emergency processing of this ICR. OMB approved the emergency processing request on June 20, 2019, and assigned Control Number 0350–0015, which expires on December 31, 2019. On June 24, 2019 (84 FR 29576), the U.S. Trade Representative established a process by which U.S. stakeholders could request the exclusion of particular products classified within a covered tariff subheading from the additional duties that went into effect as a result of this Section 301 investigation. On June 30, 2019, USTR opened an electronic portal for submission of exclusion requests—http:// exclusions.ustr.gov—using the approved ICR. Requests for exclusion have to identify a particular product and provide supporting data and the rationale for the requested exclusion. Within 14 days after USTR posts a request for exclusion, interested persons can provide a response with the reasons they support or oppose the request. Interested persons can reply to the response within 7 days after it is posted. On August 22, 2019, USTR requested comments regarding its intent to seek a three-year renewal of the OMB control number for this ICR. See 84 FR 43853. As discussed further below, USTR received three submissions in response to the notice. USTR also anticipates using the ICR to establish a process by which U.S. stakeholders can request and comment on the extension of particular exclusions granted under the December 2018 product exclusion notice. As indicated above, USTR received three comments regarding the renewal of the ICR. Two comments requested that USTR add additional questions to the ICR; two comments requested the addition of clarifying language to certain questions; one comment identified a question as burdensome; one comment suggested improvements to the user experience for submitting the ICR through the online 301 exclusions portal; and one comment concerned the burden estimate. USTR is revising the USTR after considering these comments and USTR’s experience to date in administering the exclusion process. USTR added a new question (question 3) that asks if the product is subject to an antidumping or countervailing duty order issued by the U.S. Department of Commerce. USTR also added additional clarifying language to question 4, indicating that requestors, if necessary, may provide a range of unit values E:\FR\FM\01NON1.SGM 01NON1

Agencies

[Federal Register Volume 84, Number 212 (Friday, November 1, 2019)]
[Notices]
[Pages 58801-58802]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23936]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36326]


Brookfield Asset Management, Inc. and DJP XX, LLC--Control 
Exemption--Genesee & Wyoming Inc., et al.

    Brookfield Asset Management, Inc. (Brookfield) and DJP XX, LLC 
(DJP) (collectively, Applicants), filed a verified notice of exemption 
under 49 CFR 1180.2(d)(2) to allow Applicants to control Genesee & 
Wyoming Inc. (GWI) and the 106 rail carriers subject to the 
jurisdiction of the Board that GWI controls (GWI Railroads).\1\
---------------------------------------------------------------------------

    \1\ According to Applicants, two of the GWI Railroads are Class 
II carriers, and the remainder are Class III carriers. The GWI 
Railroads are located in the following states: Alabama, Arizona, 
Arkansas, California, Colorado, Connecticut, Florida, Georgia, 
Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, 
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, 
New Hampshire, New Mexico, New York, North Carolina, Ohio, Oklahoma, 
Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, 
Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin, 
and Wyoming.
---------------------------------------------------------------------------

    According to the verified notice, GWI is currently a publicly 
traded noncarrier holding company that controls, through direct or 
indirect equity ownership, the GWI Railroads; Brookfield is an 
alternative asset manager; DJP is a limited liability company specially 
formed to acquire GWI; and Brookfield controls DJP within the meaning 
of 49 U.S.C. 10102(3). Applicants state that, at consummation of the 
proposed transaction, DJP's wholly owned subsidiary, MKM XXII Corp., 
will be merged with and into GWI, which will be the surviving 
corporation. As a result of the proposed transaction,\2\ GWI would 
become a privately held company and a wholly owned subsidiary of DJP. 
Therefore, the proposed transaction would cause DJP to indirectly 
control the GWI Railroads through DJP's direct control of GWI. The 
proposed transaction would also cause Brookfield to indirectly control 
the GWI Railroads through Brookfield's control of DJP and DJP's control 
of GWI. Applicants state that Brookfield and DJP are not rail carriers 
and do not own or control any rail carriers in the United States. 
Applicants further certify that the proposed acquisition does not 
involve an interchange commitment.\3\
---------------------------------------------------------------------------

    \2\ A copy of the Agreement and Plan of Merger was filed with 
the verified notice as Exhibit 2.
    \3\ By decision served on July 22, 2019, and published in the 
Federal Register on July 26, 2019 (84 FR 36,157), the effectiveness 
of the exemption was postponed until further order of the Board to 
allow sufficient time to consider the issues presented. The decision 
also directed Brookfield and DJP to provide updates regarding review 
by the Committee on Foreign Investment in the United States (CFIUS) 
and the outcome of such review, and it invited comments from the 
Applicants and the public.
---------------------------------------------------------------------------

    The verified notice states that the proposed transaction is 
expected to close by the end of 2019 or early 2020, subject to 
customary closing conditions. This exemption is now effective, 
consistent with the Board's decision served October 29, 2019 in this 
proceeding.
    The verified notice states that: (i) The GWI Railroads do not 
connect with any rail line owned or controlled by DJP or Brookfield; 
(ii) the proposed transaction is not part of a series of anticipated 
transactions that would connect any railroad owned or controlled by 
Applicants with any GWI Railroad or connect any of the GWI Railroads 
with each other; and (iii) the proposed transaction does not involve a 
Class I carrier. Therefore, the transaction is exempt from the prior 
approval requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(2).
    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 proposed 
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.
    All pleadings, referring to Docket No. FD 36326, must be filed with 
the Surface Transportation Board either via e-filing or in writing 
addressed to 395 E Street SW, Washington, DC 20423-0001. In addition, a 
copy of each pleading must be served on Applicants' representatives, 
Anthony J. LaRocca and Peter W. Denton, Steptoe & Johnson LLP, 1330 
Connecticut Avenue NW, Washington, DC 20036.
    According to Applicants, this action is categorically excluded from

[[Page 58802]]

environmental review under 49 CFR 1105.6(c) and from historic 
preservation reporting requirements under 49 CFR 1105.8(b)(1).
    Board decisions and notices are available at www.stb.gov.

    Decided: October 28, 2019.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2019-23936 Filed 10-31-19; 8:45 am]
 BILLING CODE 4915-01-P