[Federal Register Volume 84, Number 120 (Friday, June 21, 2019)]
[Notices]
[Pages 29276-29277]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-13204]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36306]


Brookhaven Rail Partners, LLC, Related Infrastructure, LLC, BRX 
Transportation Holdings, LLC, and BRX Acquisition Sub, Inc.--Control 
Exemption--Pioneer Railcorp, et al.

    Brookhaven Rail Partners, LLC (Brookhaven), Related Infrastructure, 
LLC (Related Infrastructure), BRX Transportation Holdings, LLC (BRX 
Transportation), and BRX Acquisition Sub, Inc. (BRX Acquisition) 
(collectively, Applicants), filed a verified notice of exemption under 
49 CFR 1180.2(d)(2) to acquire control of Pioneer Railcorp (Pioneer), a 
noncarrier holding company that controls 15 Class III railroad 
subsidiaries: Alabama & Florida Railway Co., Inc.; Alabama Railroad 
Co., Inc.; Decatur Junction Railway Co.; Elkhart & Western Railroad 
Co.; Fort Smith Railroad Co.; The Garden City Western Railway, Inc.; 
Georgia Southern Railway Co.; Gettysburg & Northern Railroad Co.; 
Indiana Southwestern Railway Co.; Kendallville Terminal Railway Co.; 
Keokuk Junction Railway Co.; Michigan Southern Railroad Company; 
Mississippi Central Railroad Co.; Pioneer Industrial Railway Co.; and 
Vandalia Railroad Company (collectively, Pioneer Railroads).
    According to the verified notice, Applicants intend to acquire 100% 
of the equity interests of Pioneer pursuant to an Agreement and Plan of 
Merger dated May 16, 2019.\1\ As a result of the proposed transaction, 
BRX Acquisition will merge with and into Pioneer, with Pioneer the 
surviving corporation. Pioneer will become a wholly owned subsidiary of 
BRX Transportation, and, indirectly, Brookhaven and Related 
Infrastructure will thereby acquire control of the Pioneer 
Railroads.\2\
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    \1\ A redacted version of the agreement was filed with the 
notice of exemption. An unredacted version was filed concurrently 
under seal, along with Applicants' motion for protective order under 
49 CFR 1104.14(b). The motion for protective order will be addressed 
in a separate decision.
    \2\ The verified notice states that Brookhaven and Related 
Infrastructure are separate unaffiliated entities, except for their 
joint ownership of BRX Transportation, which is the parent of BRX 
Acquisition.
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    The verified notice states that the parties contemplate that the 
transaction will be consummated during the third quarter of 2019. The 
earliest the transaction may be consummated is July 7, 2019, the 
effective date of the exemption (30 days after the verified notice was 
filed).
    The verified notice states that: (i) Applicants do not own or 
control any rail line that connect with any of the Pioneer Railroads; 
(ii) the proposed transaction is not part of a series of anticipated 
transactions that would connect any railroad owned or controlled by 
Applicants with the Pioneer Railroads or connect any of the Pioneer 
Railroads with one another; and (iii) the proposed transaction does not 
involve a Class I carrier. Therefore, the transaction is exempt from 
the prior approval 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. However, 49 U.S.C. 11326(c) 
does not provide for labor protection for transactions under 49 U.S.C. 
11324 and 11325 that involve only Class III rail carriers. Because this 
transaction involves Class III rail carriers only, the Board, under the 
statute, 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 effectiveness of the 
exemption. Petitions to stay must be filed no later than June 28, 2019 
(at least seven days before the exemption becomes effective).
    All pleadings, referring to Docket No. FD 36306, must be filed with 
the Surface Transportation Board via e-filing or in writing addressed 
to 395 E Street SW, Washington, DC 20423-0001. In addition, a copy of 
each pleading must be served on Applicants'

[[Page 29277]]

representative, David F. Rifkind, Stinson LLP, 1775 Pennsylvania Avenue 
NW, Suite 800, Washington, DC 20006.
    Board decisions and notices are available at www.stb.gov.

    Decided: June 18, 2019.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2019-13204 Filed 6-20-19; 8:45 am]
BILLING CODE 4915-01-P