[Federal Register Volume 84, Number 212 (Friday, November 1, 2019)]
[Notices]
[Pages 58801-58802]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23936]


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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.

    Brookfield Asset Management, Inc. (Brookfield) and DJP XX, LLC 
(DJP) (collectively, Applicants), filed a verified notice of exemption 
under 49 CFR 1180.2(d)(2) to allow Applicants to control Genesee & 
Wyoming Inc. (GWI) and the 106 rail carriers subject to the 
jurisdiction of the Board that GWI controls (GWI Railroads).\1\
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    \1\ According to Applicants, two of the GWI Railroads are Class 
II carriers, and the remainder are Class III carriers. The GWI 
Railroads are located in the following states: Alabama, Arizona, 
Arkansas, California, Colorado, Connecticut, Florida, Georgia, 
Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, 
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, 
New Hampshire, New Mexico, New York, North Carolina, Ohio, Oklahoma, 
Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, 
Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin, 
and Wyoming.
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    According to the verified notice, GWI is currently a publicly 
traded noncarrier holding company that controls, through direct or 
indirect equity ownership, the GWI Railroads; Brookfield is an 
alternative asset manager; DJP is a limited liability company specially 
formed to acquire GWI; and Brookfield controls DJP within the meaning 
of 49 U.S.C. 10102(3). Applicants state that, at consummation of the 
proposed transaction, DJP's wholly owned subsidiary, MKM XXII Corp., 
will be merged with and into GWI, which will be the surviving 
corporation. As a result of the proposed transaction,\2\ GWI would 
become a privately held company and a wholly owned subsidiary of DJP. 
Therefore, the proposed transaction would cause DJP to indirectly 
control the GWI Railroads through DJP's direct control of GWI. The 
proposed transaction would also cause Brookfield to indirectly control 
the GWI Railroads through Brookfield's control of DJP and DJP's control 
of GWI. Applicants state that Brookfield and DJP are not rail carriers 
and do not own or control any rail carriers in the United States. 
Applicants further certify that the proposed acquisition does not 
involve an interchange commitment.\3\
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    \2\ A copy of the Agreement and Plan of Merger was filed with 
the verified notice as Exhibit 2.
    \3\ By decision served on July 22, 2019, and published in the 
Federal Register on July 26, 2019 (84 FR 36,157), the effectiveness 
of the exemption was postponed until further order of the Board to 
allow sufficient time to consider the issues presented. The decision 
also directed Brookfield and DJP to provide updates regarding review 
by the Committee on Foreign Investment in the United States (CFIUS) 
and the outcome of such review, and it invited comments from the 
Applicants and the public.
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    The verified notice states that the proposed transaction is 
expected to close by the end of 2019 or early 2020, subject to 
customary closing conditions. This exemption is now effective, 
consistent with the Board's decision served October 29, 2019 in this 
proceeding.
    The verified notice states that: (i) The GWI Railroads do not 
connect with any rail line owned or controlled by DJP or Brookfield; 
(ii) the proposed transaction is not part of a series of anticipated 
transactions that would connect any railroad owned or controlled by 
Applicants with any GWI Railroad or connect any of the GWI Railroads 
with each other; 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. Because the proposed 
transaction involves the control of one or more Class III rail carriers 
and two Class II rail carriers, the transaction is subject to the labor 
protective requirements of 49 U.S.C. 11326(a) and New York Dock 
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C 60 
(1979).
    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.
    All pleadings, referring to Docket No. FD 36326, 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 Applicants' representatives, 
Anthony J. LaRocca and Peter W. Denton, Steptoe & Johnson LLP, 1330 
Connecticut Avenue NW, Washington, DC 20036.
    According to Applicants, this action is categorically excluded from

[[Page 58802]]

environmental review under 49 CFR 1105.6(c) and from historic 
preservation reporting requirements under 49 CFR 1105.8(b)(1).
    Board decisions and notices are available at www.stb.gov.

    Decided: October 28, 2019.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2019-23936 Filed 10-31-19; 8:45 am]
 BILLING CODE 4915-01-P