3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, Regional Rail Sub Holdings LLC, and Regional Rail, LLC-Control Exemption-Cincinnati Eastern Railroad LLC, 50662-50663 [2024-13167]

Download as PDF 50662 Federal Register / Vol. 89, No. 116 / Friday, June 14, 2024 / Notices Junction, at milepost 1000.2, to Hayden Smelter. The verified notice states that, through an indirect, wholly owned subsidiary named ASARCO LLC (ASARCO), GM acquired a 100% ownership interest in CBRY in 2006.2 According to the verified notice, at the time of the transaction GM also controlled (through its subsidiary GMXT) Texas Pacifico Transportation, Ltd. (Pacifico), a Class III rail carrier operating in the State of Texas. Thereafter, in 2017, GM acquired control of Florida East Coast Railway, LLC (FECR), a Class II rail carrier that owns and operates approximately 351 miles of main line track, as well as additional branch, switching, and other secondary track, along the east coast of Florida. See Grupo México, S.A.B. de C.V.—Control Exemption—Fla. E. Coast Holdings Corp., FD 36109 (STB served May 9, 2017). The verified notice certifies that GM and its subsidiaries have not entered into any agreement with respect to the transaction that includes a provision that may limit future interchange with a third-party connecting carrier. GM represents that none of the railroads in the GM corporate family connect with each other; that no further transactions are planned that would create a connection between any GM railroads; and that no GM-controlled railroad is a Class I carrier. GM further states that for the same reasons, GM’s acquisition of control of CBRY qualified for an exemption at the time of the transaction and has remained qualified at every point in time since then. The transaction is therefore exempt from the prior approval requirements of 49 U.S.C. 11323 pursuant to 49 CFR 1180.2(d)(2). The earliest this exemption may become effective is June 28, 2024 (30 days after the verified notice was filed).3 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. In addition to two Class III rail carriers (CBRY and Pacifico), this after-the-fact notice of a continuance-incontrol exemption involves a Class II ddrumheller on DSK120RN23PROD with NOTICES1 2 According to the verified notice, prior to that transaction, ASARCO held a 45% interest in CBRY, with the remaining 55% held by Rail Partners II, LLC, a now-defunct Florida limited liability corporation. Public and confidential versions of the agreement under which GM acquired full ownership of CBRY were filed with the verified notice. The confidential version was submitted under seal concurrently with a motion for protective order, which was granted by a decision served on May 13, 2024. 3 Because GM supplemented its verified notice of exemption on May 29, 2024, that date is deemed the filing date of the verified notice. VerDate Sep<11>2014 17:13 Jun 13, 2024 Jkt 262001 rail carrier, FECR. Accordingly, the transaction is subject to the labor protection requirements of 49 U.S.C. 11326(b) and Wisconsin Central Ltd.— Acquisition Exemption—Lines of Union Pacific Railroad, 2 S.T.B. 218 (1997). 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 for stay must be filed no later than June 21, 2024 (at least seven days before the exemption becomes effective). All pleadings, referring to Docket No. FD 36767, must be filed with the Surface Transportation Board either via e-filing on the Board’s website or in writing addressed to 395 E Street SW, Washington, DC 20423–0001. In addition, one copy of each pleading must be served on GM’s representative, Charles A. Spitulnik, Kaplan, Kirsch & Rockwell, LLP, 1634 I (Eye) Street NW, Suite 300, Washington, DC 20006. According to GM, this action is categorically excluded from environmental review under 49 CFR 1105.6(c) and from historic reporting requirements under 49 CFR 1105.8(b). Board decisions and notices are available at www.stb.gov. Decided: June 11, 2024. By the Board, Mai T. Dinh, Director, Office of Proceedings. Regena Smith-Bernard, Clearance Clerk. [FR Doc. 2024–13159 Filed 6–13–24; 8:45 am] BILLING CODE 4915–01–P SURFACE TRANSPORTATION BOARD [Docket No. FD 36783] 3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, Regional Rail Sub Holdings LLC, and Regional Rail, LLC—Control Exemption— Cincinnati Eastern Railroad LLC 3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, and Regional Rail Sub Holdings LLC (collectively, 3i RR) and Regional Rail, LLC (Regional Rail), each a noncarrier, have filed a verified notice of exemption under 49 CFR 1180.2(d)(2) to acquire control of Cincinnati Eastern Railroad, LLC (CCET II). CCET II will be the successor to CCET LLC (CCET I), a Class III rail carrier that operates PO 00000 Frm 00117 Fmt 4703 Sfmt 4703 approximately 69.45 miles of rail line in Ohio under lease from Norfolk Southern Railway Company. According to the verified notice, Regional Rail is directly controlled by Regional Rail Sub Holdings LLC, which is controlled by Regional Rail Holdings, LLC, which is controlled by 3i RR LLC, which is controlled by 3i RR Intermediate Holdings LLC, which is controlled by 3i RR Holdings Partnership L.P., which is controlled by 3i RR Holdings GP LLC. The verified notice states that Regional Rail currently directly controls, and 3i RR indirectly controls, twelve other Class III rail carriers in the eastern United States.1 The proposed transaction is related to Paul Didelius & CCET LLC—IntraCorporate Family Transaction Exemption—Cincinnati Eastern Railroad, Docket No. FD 36782, in which CCET I and Paul Didelius (Didelius), who currently controls CCET I, have concurrently filed a verified notice of exemption for an intracorporate family transaction for CCET I to merge into CCET II, with CCET II as the surviving entity. According to the verified notice, pursuant to a membership interest purchase agreement to be entered into by Regional Rail, CCET I and CCET I’s current owners, Regional Rail proposes to acquire all the existing equity interest of CCET II once it has been created and merged with CCET I.2 Regional Rail would assume direct control of CCET II and 3i RR would assume indirect control of CCET II. The verified notice further states that no significant changes in the rail services currently provided by CCET I are anticipated as a result of the proposed transaction and that the agreement does not include any provision that would limit the future interchange of traffic with a third-party connecting carrier. 3i RR and Regional Rail represent that: (1) the rail lines of CCET II do not connect with the lines of the rail carriers currently controlled by 3i RR and 1 Those carriers, and the states in which they operate, are: (1) Carolina Coastal Railway, Inc. (North Carolina and South Carolina); (2) East Penn Railroad, LLC (Delaware and Pennsylvania); (3) Effingham Railroad Company (Illinois); (4) Florida Central Railroad Company, Inc. (Florida); (5) Florida Midland Railroad Company, Inc. (Florida); (6) Florida Northern Railroad Company, Inc. (Florida); (7) Illinois Western Railroad Company (Illinois); (8) Indiana Eastern Railroad, LLC (Indiana and Ohio); (9) Middletown & New Jersey Railroad, LLC (New York); (10) Port Manatee Railroad LLC (Florida); (11) Tyburn Railroad LLC (Pennsylvania); and (12) South Point & Ohio Railroad, Inc. (Ohio). 2 Public and confidential versions of the agreement were filed with the verified notice. The confidential version was submitted under seal concurrent with a motion for protective order, which is addressed in a separate decision. E:\FR\FM\14JNN1.SGM 14JNN1 Federal Register / Vol. 89, No. 116 / Friday, June 14, 2024 / Notices ddrumheller on DSK120RN23PROD with NOTICES1 Regional Rail; (2) this control transaction is not part of a series of anticipated transactions that would result in such a connection; and (3) the 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). This transaction may be consummated on or after June 30, 2024, the effective date of the exemption (30 days after the verified notice was filed). 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. However, 49 U.S.C. 11326(c) does not provide for labor protection for transactions under 49 U.S.C. 11324 and 11325 that involve only Class III rail carriers. Accordingly, the Board may not impose labor protective conditions here because all the carriers involved are Class III rail carriers. 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 for stay must be filed no later than June 21, 2024. All pleadings, referring to Docket No. FD 36783, must be filed with the Surface Transportation Board either via e-filing on the Board’s website or in writing addressed to 395 E Street SW, Washington, DC 20423–0001. In addition, one copy of each pleading must be served on 3i RR’s and Regional Rail’s representative, Thomas J. Litwiler, Fletcher & Sippel LLC, 29 North Wacker Drive, Suite 800, Chicago, IL 60606– 3208. According to 3i RR and Regional Rail, this action is categorically excluded from environmental review under 49 CFR 1105.6(c) and from historic reporting requirements under 49 CFR 1105.8(b). Board decisions and notices are available at www.stb.gov. Decided: June 11, 2024. By the Board, Mai T. Dinh, Director, Office of Proceedings. Brendetta Jones, Clearance Clerk. [FR Doc. 2024–13167 Filed 6–13–24; 8:45 am] BILLING CODE 4915–01–P VerDate Sep<11>2014 17:13 Jun 13, 2024 Jkt 262001 SURFACE TRANSPORTATION BOARD [Docket No. FD 36782] Paul Didelius and CCET LLC—IntraCorporate Family Transaction Exemption—Cincinnati Eastern Railroad LLC Paul Didelius (Didelius) and CCET LLC (CCET I), a Class III rail carrier controlled by Didelius, have filed a verified notice of exemption for an intra-corporate family transaction pursuant to 49 CFR 1180.2(d)(3), under which CCET I will merge with and into a newly formed noncarrier entity, CCET II, with CCET II as the surviving carrier corporation and Didelius controlling CCET II. CCET I leases approximately 69.45 miles of rail line in Ohio from Norfolk Southern Railway Company (NSR) pursuant to an agreement extended in 2020. See CCET, LLC—Lease & Operation Exemption—Rail Line of Norfolk S. Ry., FD 36370 (STB served Dec. 26, 2019). According to the verified notice, CCET I’s owners have reached an agreement to sell CCET I to 3i RR Holdings GP LLC et al. and Regional Rail, LLC (3i/Regional Rail), which currently control twelve other Class III rail carriers in the eastern United States. See 3i RR Holdings GP LLC—Control Exemption—Ind. E. R.R., FD 36735 (STB served Nov. 16, 2023). Didelius and CCET I state that to accommodate certain corporate and tax considerations in connection with that transaction, CCET I will undergo a reorganization immediately prior to its sale to 3i/ Regional Rail. The owners of CCET I have formed CCET Holding, Inc. (CCET Holding), which will assume direct ownership of CCET I. CCET II will be formed as a separate, noncarrier subsidiary of CCET Holding, and CCET I will be merged with and into CCET II, with CCET II as the surviving corporation, becoming a Class III rail carrier controlled indirectly by Didelius. The parameters of its lease operations in Ohio will be identical to those of CCET I. CCET II, in turn will be the rail carrier acquired by 3i/Regional Rail pursuant to the concurrently filed notice of exemption in 3iRR Holding GP LLC— Control Exemption—Cincinnati Eastern Railroad, Docket No. FD 36783. In that proceeding, 3i/Regional Rail seek to obtain control of CCET II. Didelius and CCET I state that the agreement between CCET I and CCET II that will govern the proposed transaction does not include any provision that would limit the future interchange of traffic with any thirdparty connecting carrier, nor does the PO 00000 Frm 00118 Fmt 4703 Sfmt 4703 50663 existing lease agreement between CCET I and NSR.1 The verified notice states that the transaction will not adversely affect the level of existing rail service, or result in significant operational changes or a change in the competitive balance with carriers outside the corporate family. Therefore, the transaction is exempt from the prior approval requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(3). Unless stayed, the exemption will be effective on June 30, 2024, (30 days after the verified notice was filed). 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. However, 49 U.S.C. 11326(c) does not provide for labor protection for transactions under 49 U.S.C. 11324 and 11325 that involve only Class III rail carriers. CCET I is a Class III rail carrier and CCET II will be a Class III rail carrier after consummation of the proposed intra-corporate merger transaction. Accordingly, the Board may not impose labor protective conditions here because all the carriers involved are Class III rail carriers. 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 for stay must be filed no later than June 21, 2024 (at least seven days before the exemption becomes effective). All pleadings, referring to Docket No. FD 36782, must be filed with the Surface Transportation Board via efiling on the Board’s website or in writing addressed to 395 E Street SW, Washington, DC 20423–0001. In addition, one copy of each pleading must be served on Didelius’s and CCET I’s representative, Thomas J. Litwiler, Fletcher & Sippel LLC, 29 North Wacker Drive, Suite 800, Chicago, IL 60606– 3208. According to Didelius and CCET I, this action is categorically excluded from environmental review under 49 CFR 1105.6(c) and historic reporting under 49 CFR 1105.8(b). Board decisions and notices are available at www.stb.gov. Decided: June 11, 2024. 1 Didelius and CCET I filed with their verified notice an unexecuted copy of the agreement. E:\FR\FM\14JNN1.SGM 14JNN1

Agencies

[Federal Register Volume 89, Number 116 (Friday, June 14, 2024)]
[Notices]
[Pages 50662-50663]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-13167]


-----------------------------------------------------------------------

SURFACE TRANSPORTATION BOARD

[Docket No. FD 36783]


3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR 
Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, 
Regional Rail Sub Holdings LLC, and Regional Rail, LLC--Control 
Exemption--Cincinnati Eastern Railroad LLC

    3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR 
Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, and 
Regional Rail Sub Holdings LLC (collectively, 3i RR) and Regional Rail, 
LLC (Regional Rail), each a noncarrier, have filed a verified notice of 
exemption under 49 CFR 1180.2(d)(2) to acquire control of Cincinnati 
Eastern Railroad, LLC (CCET II). CCET II will be the successor to CCET 
LLC (CCET I), a Class III rail carrier that operates approximately 
69.45 miles of rail line in Ohio under lease from Norfolk Southern 
Railway Company.
    According to the verified notice, Regional Rail is directly 
controlled by Regional Rail Sub Holdings LLC, which is controlled by 
Regional Rail Holdings, LLC, which is controlled by 3i RR LLC, which is 
controlled by 3i RR Intermediate Holdings LLC, which is controlled by 
3i RR Holdings Partnership L.P., which is controlled by 3i RR Holdings 
GP LLC. The verified notice states that Regional Rail currently 
directly controls, and 3i RR indirectly controls, twelve other Class 
III rail carriers in the eastern United States.\1\
---------------------------------------------------------------------------

    \1\ Those carriers, and the states in which they operate, are: 
(1) Carolina Coastal Railway, Inc. (North Carolina and South 
Carolina); (2) East Penn Railroad, LLC (Delaware and Pennsylvania); 
(3) Effingham Railroad Company (Illinois); (4) Florida Central 
Railroad Company, Inc. (Florida); (5) Florida Midland Railroad 
Company, Inc. (Florida); (6) Florida Northern Railroad Company, Inc. 
(Florida); (7) Illinois Western Railroad Company (Illinois); (8) 
Indiana Eastern Railroad, LLC (Indiana and Ohio); (9) Middletown & 
New Jersey Railroad, LLC (New York); (10) Port Manatee Railroad LLC 
(Florida); (11) Tyburn Railroad LLC (Pennsylvania); and (12) South 
Point & Ohio Railroad, Inc. (Ohio).
---------------------------------------------------------------------------

    The proposed transaction is related to Paul Didelius & CCET LLC--
Intra-Corporate Family Transaction Exemption--Cincinnati Eastern 
Railroad, Docket No. FD 36782, in which CCET I and Paul Didelius 
(Didelius), who currently controls CCET I, have concurrently filed a 
verified notice of exemption for an intra-corporate family transaction 
for CCET I to merge into CCET II, with CCET II as the surviving entity.
    According to the verified notice, pursuant to a membership interest 
purchase agreement to be entered into by Regional Rail, CCET I and CCET 
I's current owners, Regional Rail proposes to acquire all the existing 
equity interest of CCET II once it has been created and merged with 
CCET I.\2\ Regional Rail would assume direct control of CCET II and 3i 
RR would assume indirect control of CCET II. The verified notice 
further states that no significant changes in the rail services 
currently provided by CCET I are anticipated as a result of the 
proposed transaction and that the agreement does not include any 
provision that would limit the future interchange of traffic with a 
third-party connecting carrier.
---------------------------------------------------------------------------

    \2\ Public and confidential versions of the agreement were filed 
with the verified notice. The confidential version was submitted 
under seal concurrent with a motion for protective order, which is 
addressed in a separate decision.
---------------------------------------------------------------------------

    3i RR and Regional Rail represent that: (1) the rail lines of CCET 
II do not connect with the lines of the rail carriers currently 
controlled by 3i RR and

[[Page 50663]]

Regional Rail; (2) this control transaction is not part of a series of 
anticipated transactions that would result in such a connection; and 
(3) the 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).
    This transaction may be consummated on or after June 30, 2024, the 
effective date of the exemption (30 days after the verified notice was 
filed).
    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. However, 49 U.S.C. 11326(c) 
does not provide for labor protection for transactions under 49 U.S.C. 
11324 and 11325 that involve only Class III rail carriers. Accordingly, 
the Board may not impose labor protective conditions here because all 
the carriers involved are Class III rail carriers.
    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 for stay must be filed no later than June 21, 
2024.
    All pleadings, referring to Docket No. FD 36783, must be filed with 
the Surface Transportation Board either via e-filing on the Board's 
website or in writing addressed to 395 E Street SW, Washington, DC 
20423-0001. In addition, one copy of each pleading must be served on 3i 
RR's and Regional Rail's representative, Thomas J. Litwiler, Fletcher & 
Sippel LLC, 29 North Wacker Drive, Suite 800, Chicago, IL 60606-3208.
    According to 3i RR and Regional Rail, this action is categorically 
excluded from environmental review under 49 CFR 1105.6(c) and from 
historic reporting requirements under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.


    Decided: June 11, 2024.

    By the Board, Mai T. Dinh, Director, Office of Proceedings.
Brendetta Jones,
Clearance Clerk.
[FR Doc. 2024-13167 Filed 6-13-24; 8:45 am]
BILLING CODE 4915-01-P
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