[Federal Register Volume 76, Number 160 (Thursday, August 18, 2011)]
[Notices]
[Page 51471]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-21049]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35537]


Genesee & Wyoming Inc.; Acquisition of Control Exemption; Arizona 
Eastern Railway Company

    Genesee & Wyoming Inc. (GWI), a noncarrier, has filed a verified 
notice of exemption to acquire control of Arizona Eastern Railway 
Company (AZER), a Class III rail carrier. GWI intends to consummate the 
transaction on September 1, 2011, the effective date of the exemption 
(30 days after the exemption was filed).
    GWI directly or indirectly controls one Class II rail carrier, 
Buffalo & Pittsburgh Railroad, Inc., and 57 Class III rail carriers 
operating in 23 states. For a complete list of these Class III 
carriers, and the states within which they operate, see GWI's notice of 
exemption filed on August 2, 2011. The notice is available on the 
Board's Web site at ``http://www.stb.dot.gov.''
    AZER currently owns and operates approximately 200 route miles of 
rail line between Bowie and Miami, Ariz. and between Lordsburg, N.M. 
and Clifton, Ariz. AZER is a wholly owned subsidiary of Permian Basin 
Railways, Inc. (Permian Basin), which in turn is a wholly owned 
subsidiary of Iowa Pacific Holdings, LLC, a noncarrier holding company. 
As a result of the proposed transaction, GWI will obtain control of 
AZER through the purchase of all of AZER's stock from Permian Basin.\1\
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    \1\ GWI states that if it acquires the stock prior to the 
September 1, 2011 effective date of the exemption, it would place 
the stock into an irrevocable, independent voting trust pursuant to 
49 CFR 1013, pending the effectiveness of the exemption. GWI states 
that it would notify the Board of any such occurrence and would 
submit a copy of the agreement governing the voting trust for AZER's 
stock.
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    Applicants represent that: (1) The rail lines to be acquired by GWI 
do not connect with any other railroad in the corporate family; \2\ (2) 
the transaction is not part of a series of anticipated transactions 
that would connect AZER's rail lines with any other railroad in the GWI 
corporate family; and (3) the transaction does not involve a Class I 
rail carrier. Therefore, the transaction is exempt from the prior 
approval requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(2).\3\
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    \2\ AZER's lines are located in Arizona and New Mexico. GWI's 
carriers do not currently operate in the states of Arizona or New 
Mexico.
    \3\ A redacted Stock Purchase Agreement was filed with the 
notice of exemption. The Applicants concurrently filed a motion for 
protective order pursuant to 49 CFR 1104.14(b) to allow the filing 
under seal of the unredacted Stock Purchase Agreement. That motion 
will be addressed in a separate decision.
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    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 transaction 
involves the control of at least one Class II and one or more Class III 
rail carriers, the transaction is subject to the labor protection 
requirements of 49 U.S.C. 11326(b).
    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 August 25, 2011 
(at least 7 days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35537, 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 Thomas J. Litwiler, Fletcher & Sippel LLC, 
29 North Wacker Drive, Suite 920, Chicago, IL 60606.
    Board decisions and notices are available on our Web site at 
``http://www.stb.dot.gov.''

    Decided: August 12, 2011.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2011-21049 Filed 8-17-11; 8:45 am]
BILLING CODE 4915-01-P