Brookhaven Rail Partners, LLC, Related Infrastructure, LLC, BRX Transportation Holdings, LLC, and BRX Acquisition Sub, Inc.-Control Exemption-Pioneer Railcorp, et al.

Published date21 June 2019
Citation84 FR 29276
Record Number2019-13204
SectionNotices
CourtSurface Transportation Board
Federal Register, Volume 84 Issue 120 (Friday, June 21, 2019)
[Federal Register Volume 84, Number 120 (Friday, June 21, 2019)]
                [Notices]
                [Pages 29276-29277]
                From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
                [FR Doc No: 2019-13204]
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                SURFACE TRANSPORTATION BOARD
                [Docket No. FD 36306]
                Brookhaven Rail Partners, LLC, Related Infrastructure, LLC, BRX
                Transportation Holdings, LLC, and BRX Acquisition Sub, Inc.--Control
                Exemption--Pioneer Railcorp, et al.
                 Brookhaven Rail Partners, LLC (Brookhaven), Related Infrastructure,
                LLC (Related Infrastructure), BRX Transportation Holdings, LLC (BRX
                Transportation), and BRX Acquisition Sub, Inc. (BRX Acquisition)
                (collectively, Applicants), filed a verified notice of exemption under
                49 CFR 1180.2(d)(2) to acquire control of Pioneer Railcorp (Pioneer), a
                noncarrier holding company that controls 15 Class III railroad
                subsidiaries: Alabama & Florida Railway Co., Inc.; Alabama Railroad
                Co., Inc.; Decatur Junction Railway Co.; Elkhart & Western Railroad
                Co.; Fort Smith Railroad Co.; The Garden City Western Railway, Inc.;
                Georgia Southern Railway Co.; Gettysburg & Northern Railroad Co.;
                Indiana Southwestern Railway Co.; Kendallville Terminal Railway Co.;
                Keokuk Junction Railway Co.; Michigan Southern Railroad Company;
                Mississippi Central Railroad Co.; Pioneer Industrial Railway Co.; and
                Vandalia Railroad Company (collectively, Pioneer Railroads).
                 According to the verified notice, Applicants intend to acquire 100%
                of the equity interests of Pioneer pursuant to an Agreement and Plan of
                Merger dated May 16, 2019.\1\ As a result of the proposed transaction,
                BRX Acquisition will merge with and into Pioneer, with Pioneer the
                surviving corporation. Pioneer will become a wholly owned subsidiary of
                BRX Transportation, and, indirectly, Brookhaven and Related
                Infrastructure will thereby acquire control of the Pioneer
                Railroads.\2\
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                 \1\ A redacted version of the agreement was filed with the
                notice of exemption. An unredacted version was filed concurrently
                under seal, along with Applicants' motion for protective order under
                49 CFR 1104.14(b). The motion for protective order will be addressed
                in a separate decision.
                 \2\ The verified notice states that Brookhaven and Related
                Infrastructure are separate unaffiliated entities, except for their
                joint ownership of BRX Transportation, which is the parent of BRX
                Acquisition.
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                 The verified notice states that the parties contemplate that the
                transaction will be consummated during the third quarter of 2019. The
                earliest the transaction may be consummated is July 7, 2019, the
                effective date of the exemption (30 days after the verified notice was
                filed).
                 The verified notice states that: (i) Applicants do not own or
                control any rail line that connect with any of the Pioneer Railroads;
                (ii) the proposed transaction is not part of a series of anticipated
                transactions that would connect any railroad owned or controlled by
                Applicants with the Pioneer Railroads or connect any of the Pioneer
                Railroads with one another; 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. 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. Because this
                transaction involves Class III rail carriers only, the Board, under the
                statute, may not impose labor protective conditions for this
                transaction.
                 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 no later than June 28, 2019
                (at least seven days before the exemption becomes effective).
                 All pleadings, referring to Docket No. FD 36306, must be filed with
                the Surface Transportation Board 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'
                [[Page 29277]]
                representative, David F. Rifkind, Stinson LLP, 1775 Pennsylvania Avenue
                NW, Suite 800, Washington, DC 20006.
                 Board decisions and notices are available at www.stb.gov.
                 Decided: June 18, 2019.
                 By the Board, Allison C. Davis, Director, Office of Proceedings.
                Jeffrey Herzig,
                Clearance Clerk.
                [FR Doc. 2019-13204 Filed 6-20-19; 8:45 am]
                BILLING CODE 4915-01-P
                

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