[Federal Register Volume 80, Number 210 (Friday, October 30, 2015)]
[Notices]
[Pages 66969-66970]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-27731]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35967]


SteelRiver Infrastructure Fund North America LP, SteelRiver Devco 
Holdings LLC and SR Transportation Holdings LLC--Control Exemption--
Georgia Northeastern Railroad Company, Inc. and Blue Ridge Scenic 
Excursions, Inc.

    SteelRiver Infrastructure Fund North America LP (SteelRiver), 
SteelRiver Devco Holdings LLC (Devco), and SR Transportation Holdings 
LLC (SRTH) (collectively, Applicants), all noncarriers, have jointly 
filed a verified notice of exemption under 49 CFR 1180.2(d)(2) to 
acquire control of Georgia Northeastern Railroad Company, Inc. (GNRR) 
and its subsidiary, Blue Ridge Scenic Excursions, Inc. (BRSE).\1\
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    \1\ Applicants seek to acquire control of GNRR, a Class III 
carrier, and BRSE, which, according to Applicants, ``operates a 
scenic excursion train service over track leased from GNRR during 
March through December between Blue Ridge and Copperhill, Ga.'' BRSE 
does not appear to be a Class III carrier, and, if it is not, the 
exemption will apply only to GNRR.
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    Applicants state that SRTH intends to acquire the shares of GNRR on 
or after November 15, 2015, the effective date of the exemption (30 
days after the verified notice of exemption was filed).
    SRTH is owned by Devco, which in turn is owned by SteelRiver. Devco 
and SRTH do not control any carriers. SteelRiver is owned by a diverse 
group of U.S. and foreign pension funds, insurance companies, and other 
investors. SteelRiver controls PRC Funding LLC, a noncarrier, which 
controls Patriot Funding LLC, a noncarrier, which controls PRC Holdings 
LLC, a noncarrier, which controls PRC Midco LLC, a noncarrier, which 
controls Patriot Rail Company LLC, (Patriot), a noncarrier. Patriot 
controls 13 Class III railroads (collectively, the Subsidiary 
Railroads). For a complete list of these rail carriers, and the states 
in which they operate, see the notice of exemption filed on October 16, 
2015, in this proceeding. The notice is available on the Board's web at 
WWW.STB.DOT.GOV.
    GNRR operates approximately 105.92 miles of railroad between 
Marietta and Mineral Bluff, Ga. GNRR owns about 48 miles, leases about 
32.74 miles from the CSX Transporation, Inc., and leases about 25.18 
miles from the Georgia Department of Transportation, including 
industrial, spur and other track.
    According to Applicants, SRTH entered into a Stock Purchase 
Agreement (the Agreement) \2\ dated October 16, 2015, with GNRR; BRSE; 
Wilds L. Pierce; Kevin F. O'Gara, Sr.; Carolyn T. McAfee; Estate of 
Charles C. Schoen, III; Michael L. Pierce; Stephen K. Slayden; Kevin S. 
Slayden; The John Randolph Seckman Residuary Trust; Donnie L. Plumley; 
James A. Day; B. Thomas Lockett; and Joy F. Hardin. Under the 
Agreement, SRTH will acquire all of the common stock of GNRR. The 
notice therefore seeks exemption for SRTH to acquire control, and for 
Devco and SteelRiver to indirectly acquire control, of GNRR and BRSE.
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    \2\ A redacted version of the Agreement was filed with the 
notice of exemption. Applicants simultaneously filed a motion for 
protective order to protect the confidential and commercially 
sensitive information contained in the unredacted version of the 
Agreement, which Applicants submitted under seal. That motion will 
be addressed in a separate decision.
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    Applicants state that: (1) The Subsidiary Railroads will not 
connect with GNRR and BRSE; (2) the proposed transaction is not part of 
a series of anticipated transactions that would connect the railroads 
with each other or

[[Page 66970]]

with any railroads in the corporate family; and (3) the proposed 
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).
    Applicants state that the proposed transaction is intended to 
promote the investment objectives of SteelRiver, Devco, and SRTH and to 
improve the efficiency, financial strength, and ability of GNRR and 
BRSE to meet the needs of shippers. There are no current plans to make 
substantial changes in the day-to-day operations of GNRR or BRSE, to 
sell GNRR or BRSE, or to abandon rail lines in connection with the 
proposed transaction. Applicants state that they do not contemplate 
making significant changes in the current workforces at GNRR or BRSE.
    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. Petitions to stay must be filed by November 6, 2015 (at 
least seven days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35967 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: Louis E. Gitomer, Esq., Law Offices of 
Louis E. Gitomer, LLC, 600 Baltimore Avenue, Suite 301, Towson, MD 
21204.
    Board decisions and notices are available on our Web site at: 
``WWW.STB.DOT.GOV''.

    Decided: October 27, 2015.

    By the Board, Rachel D. Campbell, Director, Office of 
Proceedings.
Tia Delano,
Clearance Clerk.
[FR Doc. 2015-27731 Filed 10-29-15; 8:45 am]
BILLING CODE 4915-01-P