[Federal Register Volume 78, Number 221 (Friday, November 15, 2013)]
[Notices]
[Page 68903]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-27370]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35780]


Dynegy Inc., Illinois Power Holdings, LLC and Illinois Power 
Holdings II, LLC--Acquisition of Control Exemption--Coffeen and Western 
Railroad Company and Joppa & Eastern Railroad Company

    Dynegy Inc. (Dynegy), Illinois Power Holdings, LLC (IPH) and 
Illinois Power Holdings II, LLC (IPH II) \1\ (collectively, 
Applicants), all noncarriers, have filed a verified notice of exemption 
under 49 CFR 1180.2(d)(2) to acquire control of the Coffeen and Western 
Railroad Company (CWRC) and the Joppa & Eastern Railroad (JERR), both 
Class III rail carriers that operate within the State of Illinois.
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    \1\ Both IPH and IPH II are wholly owned subsidiaries of Dynegy.
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    According to Applicants, Dynegy, a noncarrier holding company, and 
Ameren Corporation (Ameren) have entered into an agreement dated March 
14, 2013, in which Dynegy's wholly owned subsidiary, IPH, will acquire 
Ameren's subsidiary, Ameren Energy Resources Company, LLC (AER) and 
AER's subsidiaries, Ameren Energy Generating Company (AEGC), Ameren 
Energy Resources Generating Company, Ameren Energy Fuels and Services 
Company, and Ameren Energy Marketing Company, including several 
electric generating plants, and other properties of AER. As part of 
that agreement, Dynegy, through IPH and IPH II, also will acquire 
control through stock ownership of CWRC and JERR.\2\ The stock of CWRC 
is currently owned by AEGC, a wholly owned subsidiary of AER. The stock 
of JERR is currently owned by Electric Energy, Inc., in which AEGC 
holds an 80% ownership interest. The remaining 20% ownership interest 
is held by Kentucky Utilities Company. Applicants state that, following 
consummation of the transaction, AER will be wholly owned by IPH and 
AER's name will be changed to Illinois Power Resources Company, LLC, 
and AEGC will be wholly owned by Illinois Power Resources Company, LLC 
and its named will be changed to Illinois Power Generating Company.
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    \2\ A redacted version of the 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 agreement. That motion will be 
addressed in a separate decision.
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    Applicants intend to consummate the transaction on or about 
December 2, 2013.
    Applicants state that: (1) The rail lines operated by CWRC and JERR 
do not connect with each other or with any rail lines operated by rail 
carriers in the Dynegy corporate family; (2) the transaction is not 
part of a series of anticipated transactions that would connect the 
rail lines operated by CWRC and JERR with each other or with any 
railroad in the Dynegy 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 pursuant 
to 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. Section 11326(c), however, does 
not provide for labor protection for transactions under Sec. Sec.  
11324 and 11325 that involve only Class III rail carriers. Accordingly, 
the Board may not impose labor protective conditions here, because all 
of the carriers involved are Class III 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. Stay petitions must be filed no later than November 22, 2013 
(at least 7 days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35780, must be filed with the Surface Transportation Board, 395 E 
Street SW., Washington, DC 20423-0001. In addition, a copy must be 
served on Andrew B. Kolesar III, Slover & Loftus LLP, 1224 Seventeenth 
Street NW., Washington, DC 20036.
    Board decisions and notices are available on our Web site at 
www.stb.dot.gov.

    Decided: November 12, 2013.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2013-27370 Filed 11-14-13; 8:45 am]
BILLING CODE 4915-01-P