[Federal Register Volume 84, Number 144 (Friday, July 26, 2019)]
[Notices]
[Page 36157]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-15884]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36326]


Brookfield Asset Management, Inc. and DJP XX, LLC--Control 
Exemption--Genesee & Wyoming, Inc., et al.

    On July 9, 2019, Brookfield Asset Management, Inc. (Brookfield), 
and DJP XX, LLC (DJP), filed a verified notice of exemption under 49 
CFR 1180.2(d)(2) to allow DJP and Brookfield to control Genesee & 
Wyoming Inc. (GWI) and the 106 rail carriers that are subject to the 
jurisdiction of the Board and that GWI controls (GWI Railroads). 
According to the verified notice, Brookfield is an alternative asset 
manager, and DJP \1\ is a limited liability company specially formed to 
acquire GWI, which is a publicly-traded non-carrier holding company 
that controls, through direct or indirect equity ownership, the GWI 
Railroads. As a result of the proposed transaction, GWI would become a 
privately-held company and a wholly-owned subsidiary of DJP.
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    \1\ Brookfield controls DJP within the meaning of 49 U.S.C. 
10102(3).
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    Brookfield and DJP state, among other things, that the proposed 
transaction falls within the class exemption set forth at 49 CFR 
1180.2(d)(2), because (i) the GWI Railroads do not connect with any 
rail line owned or controlled by DJP or Brookfield; \2\ (ii) the 
proposed transaction is not part of a series of anticipated 
transactions that would connect any railroad owned or controlled by DJP 
or Brookfield with any GWI Railroad, or that would connect any of the 
GWI Railroads with each other; and (iii) the proposed transaction does 
not involve a Class I carrier. (Verified Notice 2-3.)
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    \2\ Brookfield and DJP state that neither Brookfield nor DJP 
owns or controls any railroads or rail lines.
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    The Board is considering the issues presented here, including 
whether the class exemption is appropriate for this transaction. See 49 
U.S.C. 10502(d). To provide sufficient time for the Board to fully 
consider the issues presented, the exemption that is the subject of 
this proceeding will not become effective until further order of the 
Board. See, e.g., SJRE-R.R. Series--Exemption Under 49 CFR 1150.31--
Rail Line in Harris Cty., Tex., FD 36279 (STB served Apr. 5, 2019) (to 
obtain more information, directing that exemption would not become 
effective until further order of the Board). To the extent this 
transaction is subject to review by the Committee on Foreign Investment 
in the United States, Brookfield and DJP will be directed to provide 
updates regarding the status and outcome of such review. Brookfield and 
DJP will be directed to provide these updates periodically as 
appropriate and to provide an update within seven days after they are 
notified of the outcome of such review. If Brookfield and DJP wish to 
file these updates confidentially, they may request a protective order.
    The Board welcomes comments from the public, as well as from 
Brookfield and DJP, regarding these and any other relevant issues. 
Comments are due by August 21, 2019, and replies are due by September 
5, 2019.
    It is ordered:
    1. The exemption that is the subject of this proceeding will not 
become effective until further order of the Board.
    2. To the extent this transaction is subject to review by the 
Committee on Foreign Investment in the United States, Brookfield and 
DJP are directed to provide updates regarding the status and outcome of 
such review. Brookfield and DJP are directed to provide these updates 
periodically as appropriate and to provide an update within seven days 
after they are notified of the outcome of such review.
    3. Comments are due by August 21, 2019, and replies are due by 
September 5, 2019.
    4. Notice of this decision will be published in the Federal 
Register.
    5. This decision is effective on its service date.

    Decided: July 22, 2019.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2019-15884 Filed 7-25-19; 8:45 am]
 BILLING CODE 4915-01-P