[Federal Register Volume 83, Number 226 (Friday, November 23, 2018)]
[Notices]
[Pages 59442-59443]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-25574]


-----------------------------------------------------------------------

SURFACE TRANSPORTATION BOARD

[Docket No. FD 36250]


R.J. Corman Railroad Group, LLC and R.J. Corman Railroad Company, 
LLC--Acquisition of Control Exemption--Nashville and Western Railroad 
Corp. and Nashville & Eastern Railroad Corp.

    R.J. Corman Railroad Group, LLC (RJCG), a noncarrier holding 
company, and its wholly owned subsidiary, R.J. Corman Railroad Company, 
LLC (RJCR), have jointly filed a verified notice of exemption pursuant 
to 49 CFR 1180.2(d)(2) to acquire control of two Class III railroads, 
Nashville and Western Railroad Corp. (NWRR) and Nashville & Eastern 
Railroad Corp. (NERR). NWRR and NERR are currently controlled by 
William J. Drunsic.\1\
---------------------------------------------------------------------------

    \1\ See William J. Drunsic--Continuance in Control Exemption--
Nashville & W. R.R., FD 33910 (STB served Aug. 4, 2000).
---------------------------------------------------------------------------

    RJCG and RJCR currently control 12 Class III railroads.\2\ RJCG and 
RJCR state

[[Page 59443]]

that NWRR operates a 28-mile line owned by the Cheatham County Rail 
Authority extending between Tennessee Central milepost 205.76 at 
Nashville, Tenn., and Tennessee Central milepost 185 at Ashland City, 
Tenn. RJCG and RJCR state that NERR operates rail lines owned by the 
Nashville and Eastern Railroad Authority totaling approximately 130.2 
miles, extending between (1) milepost 0.35 at Nashville and milepost 
110.5 at Monterey, Tenn., (2) milepost 189.5 at Vine Hill, Tenn., and 
194.1 at Southern Junction, Tenn., (3) milepost NX 0.00 at Carthage 
Junction, Tenn., and milepost NX 7.56 at Carthage, Tenn., and (4) 
milepost 0.1 at Donelson, Tenn., and milepost 8.0 at Old Hickory, Tenn.
---------------------------------------------------------------------------

    \2\ Two of the 12, R.J. Corman Railroad Property, LLC, and R.J. 
Corman Railroad Company/Ashland, LLC, are non-operating carriers. 
The other 10 operating railroads include R.J. Corman Railroad 
Company/Western Ohio Line, Inc., R.J. Corman Railroad Company/
Pennsylvania Lines, Inc., R.J. Corman Railroad Company/Allentown 
Lines, Inc., R.J. Corman Railroad Company/Bardstown Line, Inc., R.J. 
Corman Railroad Company/Cleveland Line, Inc., R.J. Corman Railroad 
Company/Carolina Lines, LLC, R.J. Corman Railroad Company/Central 
Kentucky Lines, LLC, R.J. Corman Railroad Company/Texas Lines, LLC, 
R.J. Corman Railroad Company/Tennessee Terminal, LLC, and R.J. 
Corman Railroad Company/Memphis Line, Inc., (collectively, RJC 
Railroads).
---------------------------------------------------------------------------

    RJCG and RJCR have signed a Plan of Merger and Sale and Purchase of 
Equity Interests (Agreement) \3\ with NWRR and NERR by which RJCG and 
RJCR will acquire control of NWRR and NERR through the purchase of 100% 
of their issued and outstanding stock.\4\
---------------------------------------------------------------------------

    \3\ An unredacted copy of the Agreement was filed concurrently 
under seal, along with a motion for protective order, which will be 
addressed in a separate decision.
    \4\ RJCG and RJCR indicate that they will purchase the stock of 
NERR through the creation of a holding company, RJCN, Inc., and its 
wholly owned entity, RJCMS, Inc., which will be merged into NERR 
simultaneously, with NERR as the surviving entity. RJCG and RJCR 
will purchase the stock of NWRR by merging NWRR with newly created 
entity RJCWMS, Inc., which will be the surviving entity with the 
name reverting to NWRR.
---------------------------------------------------------------------------

    The earliest the transaction could be consummated is December 9, 
2018, the effective date of the exemption (30 days after the verified 
notice was filed). RJCG and RJCR state that the transaction is 
scheduled to be finalized during the first quarter of 2019.
    RJCG and RJCR certify that: (i) NWRR and NERR do not connect with 
each other or any of the RJC Railroads; (ii) the proposed transaction 
is not part of a series of anticipated transactions that would connect 
some or all of these railroads; and (iii) the transaction does not 
involve a Class I carrier. Therefore, the transaction is exempt from 
the 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. Section 11326(c), however, does 
not provide for the labor protection for transactions under sections 
11324 and 11325 that involve only Class III rail carriers. Therefore, 
because this transaction involves only Class III rail carriers, the 
Board 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 transaction. 
Petitions to stay must be filed no later than November 30, 2018 (at 
least seven days before the exemption becomes effective).
    An original and ten copies of all pleadings, referring to Docket 
No. FD 36250, 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 David R. Irvin, Esq., Moynahan, Irvin & 
Mooney P.S.C., 110 N Main Street, Nicholasville, KY 40356.
    Board decisions and notices are available on our website at 
www.stb.gov.

    Decided: November 19, 2018.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2018-25574 Filed 11-21-18; 8:45 am]
BILLING CODE P