[Federal Register Volume 84, Number 173 (Friday, September 6, 2019)]
[Notices]
[Pages 47032-47033]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-19278]


=======================================================================
-----------------------------------------------------------------------

SURFACE TRANSPORTATION BOARD

[Docket No. FD 36343]


Stephens Pioneer Rail LLC--Control Exemption--BRX Transportation 
Holdings, LLC

    Stephens Pioneer Rail LLC (Stephens Pioneer),\1\ a noncarrier, 
filed a verified

[[Page 47033]]

notice of exemption under 49 CFR 1180.2(d)(2) to authorize its 
acquisition of a minority membership interest in BRX Transportation 
Holdings, LLC (BRX Transportation). BRX Transportation, along with 
Brookhaven Rail Partners, LLC, Related Infrastructure, LLC, and BRX 
Acquisition Sub, Inc., were previously authorized to acquire control of 
Pioneer Railcorp (Pioneer), a noncarrier holding company that controls 
15 Class III railroad subsidiaries (the Pioneer Railroads). See 
Brookhaven Rail Partners, LLC--Control Exemption--Pioneer Railcorp, FD 
36306 (STB served June 21, 2019).
---------------------------------------------------------------------------

    \1\ Stephens Pioneer states that it is an affiliate of Stephens 
Capital Partners LLC, which is also a noncarrier.
---------------------------------------------------------------------------

    According to Stephens Pioneer, subsequent to the filing of the 
verified notice in Docket No. FD 36306, Stephens Pioneer became of 
member of BRX Transportation. Stephens Pioneer states that it believes 
that its acquisition of a minority equity interest in BRX 
Transportation would not constitute control as defined in 49 U.S.C. 
10102(3). Nevertheless, Stephens Pioneer states that it filed the 
verified notice in Docket No. 36343 out of an abundance of caution to 
authorize its acquisition of a minority interest in BRX Transportation, 
and, indirectly, in Pioneer.\2\ Stephens Pioneer further states that, 
immediately following the closing of the acquisition authorized in 
Docket No. FD 36306, Stephens Pioneer placed its interest in BRX 
Transportation into an independent irrevocable voting trust pursuant to 
the Board's regulations at 49 CFR part 1013.\3\
---------------------------------------------------------------------------

    \2\ The Board's exemption authority is permissive, and this 
notice does not constitute a ruling on whether Stephens Pioneer 
needs authority to control, or following the proposed transaction 
would control, BRX Transportation, Pioneer, or the Pioneer 
Railroads.
    \3\ A copy of the executed voting trust was filed with the 
verified notice.
---------------------------------------------------------------------------

    Attached to the verified notice is an Amended and Restated Limited 
Liability Company Operating Agreement of BRX Transportation Holdings, 
LLC, dated as of June 7, 2019, pursuant to which Stephens Pioneer will 
acquire an interest in BRX Transportation.\4\
---------------------------------------------------------------------------

    \4\ A redacted version of the agreement was filed with the 
verified notice. An unredacted version was filed concurrently under 
seal, along with Stephens Pioneer's motion for protective order 
under 49 CFR 1104.14(b). The motion for protective order will be 
addressed in a separate decision.
---------------------------------------------------------------------------

    The earliest this transaction may be consummated is September 20, 
2019, the effective date of the exemption (30 days after the verified 
notice was filed).
    The verified notice states that: (i) Stephens Pioneer does not own 
or control any rail line that connects 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 Stephens Pioneer 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 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 September 13, 
2019 (at least seven days before the exemption becomes effective).
    All pleadings, referring to Docket No. FD 36343, must be filed with 
the Surface Transportation Board either 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 Stephens Pioneer's 
representative, David F. Rifkind, Stinson LLP, 1775 Pennsylvania Avenue 
NW, Suite 800, Washington, DC 20006.
    According to Stephens Pioneer, this action is excluded from 
environmental review under 49 CFR 1105.6(c) and from historic 
preservation reporting requirements under 49 CFR 1105.8(b)(3).
    Board decisions and notices are available at www.stb.gov.

    Decided: September 3, 2019.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2019-19278 Filed 9-5-19; 8:45 am]
 BILLING CODE 4915-01-P