[Federal Register Volume 85, Number 216 (Friday, November 6, 2020)]
[Notices]
[Page 71135]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-24735]



[[Page 71135]]

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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36449]


Cleveland-Cliffs Inc.--Acquisition of Control Exemption--
Brandywine Valley Railroad Company, Steelton & Highspire Railroad 
Company, Lake Michigan & Indiana Railroad Company, Upper Merion & 
Plymouth Railroad Company, Cleveland Works Railway Inc., and South 
Chicago & Indiana Harbor Railway Company

    Cleveland-Cliffs Inc. (Cleveland-Cliffs), a noncarrier, has filed a 
verified notice of exemption under 49 CFR 1180.2(d)(2) to acquire 
control of six Class III rail carriers: Brandywine Valley Railroad 
Company (Brandywine); Steelton & Highspire Railroad Company (S&H); Lake 
Michigan & Indiana Railroad Company (LMIC); Upper Merion & Plymouth 
Railroad Company (UMPR); Cleveland Works Railway Inc. (CWR); and South 
Chicago & Indiana Harbor Railway Company (SCIH) (collectively, the 
Acquired Railroads).\1\ According to the verified notice, the Acquired 
Railroads are currently owned and controlled by ArcelorMittal USA LLC 
(ArcelorMittal USA) and are all shortline or terminal railroads that 
primarily service steel production facilities currently owned by 
ArcelorMittal USA.
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    \1\ Cleveland-Cliffs states that Brandywine, S&H, and UMPR 
operate in Pennsylvania; LMIC operates in Indiana; CWR operates in 
Ohio; and SCIH operates in Illinois and Indiana.
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    According to the verified notice, Cleveland-Cliffs has entered into 
an agreement to purchase all of the equity of ArcelorMittal USA, as a 
result of which Cleveland-Cliffs will become the indirect owner of the 
Acquired Railroads.\2\ The verified notice states that Cleveland-Cliffs 
currently owns one Class III railroad, the Lake Superior & Ishpeming 
Railroad (LS&I), which operates in Michigan.
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    \2\ Cleveland-Cliffs states that it is a vertically integrated 
producer of differentiated iron ore and steel and that it is 
acquiring ArcelorMittal USA to become a more efficient fully 
integrated steel producer. Cleveland-Cliffs states that, because its 
acquisition of the Acquired Railroads is incidental to its 
acquisition of ArcelorMittal USA, it does not anticipate that this 
transaction will alter the operations or service of the Acquired 
Railroads in any material respect.
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    The verified notice states that: (1) The Acquired Railroads do not 
connect with each other or with LS&I (2) the proposed transaction is 
not a part of a series of anticipated transactions that would connect 
any of these rail carriers with each other; and (3) 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).
    The earliest the transaction may be consummated is November 22, 
2020, the effective date of the exemption (30 days after the verified 
notice was filed).
    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. Accordingly, 
the Board may not impose labor protective conditions here because all 
of the carriers involved are Class III carriers.
    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 November 13, 
2020 (at least seven days before the exemption becomes effective).
    All pleadings, referring to Docket No. FD 36449, should be filed 
with the Surface Transportation Board via e-filing on the Board's 
website. In addition, a copy of each pleading must be served on 
Cleveland-Cliffs' representative, Don Munro, Jones Day, 51 Louisiana 
Avenue NW, Washington, DC 20001.
    According to Cleveland-Cliffs, this action is categorically 
excluded from environmental review under 49 1105.6(c) and from historic 
review under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: November 2, 2020.

    By the Board, Allison C. Davis, Director, Office of Proceedings.
Regena Smith-Bernard,
Clearance Clerk.
[FR Doc. 2020-24735 Filed 11-5-20; 8:45 am]
BILLING CODE 4915-01-P