[Federal Register Volume 73, Number 54 (Wednesday, March 19, 2008)]
[Notices]
[Pages 14873-14874]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-5546]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[STB Finance Docket No. 35123]


Fortress Investment Group LLC, et al.--Exemption for Transaction 
Within a Corporate Family

    Fortress Investment Group LLC, on behalf of certain private equity 
firms managed by it and its affiliates (Fortress); FECR Rail LLC (FECR 
Rail), a Delaware limited liability company and affiliate of Fortress; 
FECR Rail Corp (FECR Railcorp), a Delaware corporation and wholly owned 
subsidiary of FECR Rail; Florida East Coast Railway, LLC (FECR), a 
Florida limited liability company and wholly owned subsidiary of FECR 
Railcorp; RR Acquisition Holding LLC (RR Acquisition), a Delaware 
limited liability company and affiliate of Fortress; RailAmerica, Inc. 
(RailAmerica), a Delaware corporation and wholly owned subsidiary of RR 
Acquisition; Palm Beach Holding, Inc. (PB Holding), a Delaware 
corporation and wholly owned subsidiary of RailAmerica; and RailAmerica 
Transportation Corp. (RTC), a Delaware corporation and wholly owned 
subsidiary of PB Holding, have jointly filed a verified notice of 
exemption under 49 CFR 1180.2(d)(3) for a transaction within a 
corporate family. Fortress controls RailAmerica, and it indirectly 
controls that entity's rail carrier subsidiaries (collectively, 
RailAmerica Railroads).\1\ Fortress also indirectly controls FECR.\2\ 
The instant transaction involves the merger of FECR Railcorp with and 
into PB Holding and the subsequent contribution of all of the limited 
liability company interests of FECR from PB Holding to RTC.\3\ As a 
result of the transaction, FECR will become a wholly owned rail 
subsidiary of RTC, and a sister company to the RailAmerica Railroads.
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    \1\ See Fortress Investment Group LLC, et al.--Control 
Exemption--Rail America, Inc., et al., STB Finance Docket No. 34972 
(STB served Dec. 22, 2006) (Rail America Control).
    \2\ See Fortress Investment Group LLC, et al.--Control--Florida 
East Coast Railway, LLC, STB Finance Docket No. 35031 (STB served 
Sept. 28, 2007).
    \3\ Immediately following the merger of FECR Railcorp with and 
into PB Holding, FECR Rail will merge with and into RR Acquisition, 
the Delaware limited liability company through which Fortress 
currently controls RailAmerica and the RailAmerica Railroads. RR 
Acquisition obtained authority to control the RailAmerica Railroads 
in Rail America Control.
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    The transaction is scheduled to be consummated as soon as possible 
after April 2, 2008, the effective date of the exemption.

[[Page 14874]]

    The purpose of the transaction is to align the transportation-
related activities of all of the rail carriers controlled by Fortress 
within RailAmerica, and to facilitate more efficient management of 
those carriers. The parties anticipate that the transaction will 
present opportunities to enhance the efficiency of both FECR and the 
RailAmerica Railroads through the sharing of locomotive and car fleets, 
consolidation of certain administrative functions, sharing of 
management expertise, and common purchasing of insurance, rolling 
stock, equipment and vehicles, track materials and other materials and 
supplies.
    This is a transaction within a corporate family of the type 
specifically exempted from prior review and approval under 49 CFR 
1180.2(d)(3). According to the parties, the transaction will not result 
in adverse changes in service levels, significant operational changes, 
or changes in 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. As a condition to the use of 
this exemption, any employees adversely affected by this transaction 
will be protected by the conditions set forth in New York Dock Ry.--
Control--Brooklyn Eastern Dist., 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. Stay petitions must be filed no later than March 26, 2008 
(at least 7 days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to STB 
Finance Docket No. 35123, 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 Terence M. Hynes, Sidley Austin 
LLP, 1501 K Street, NW., Washington, DC 20005.
    Board decisions and notices are available on our Web site at http://www.stb.dot.gov.

    Decided: March 11, 2008.

    By the Board, David M. Konschnik, Director, Office of 
Proceedings.
Anne K. Quinlan,
Acting Secretary.
 [FR Doc. E8-5546 Filed 3-18-08; 8:45 am]
BILLING CODE 4915-01-P