[Federal Register Volume 86, Number 213 (Monday, November 8, 2021)]
[Notices]
[Pages 61826-61827]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-24307]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36500]


Canadian Pacific Railway Limited; Canadian Pacific Railway 
Company; Soo Line Railroad Company; Central Maine & Quebec Railway US 
Inc.; Dakota, Minnesota & Eastern Railroad Corporation; and Delaware & 
Hudson Railway Company, Inc.--Control--Kansas City Southern; The Kansas 
City Southern Railway Company; Gateway Eastern Railway Company; and The 
Texas Mexican Railway Company

AGENCY: Surface Transportation Board.

ACTION: Decision No. 9 in Docket No. FD 36500; notice of proposed 
procedural schedule and request for comments.

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SUMMARY: The Surface Transportation Board (Board) invites public 
comments on a proposed procedural schedule for this proceeding. On 
September 15, 2021, Canadian Pacific Railway Limited (Canadian 
Pacific), Canadian Pacific Railway Company, and their U.S. rail carrier 
subsidiaries, Soo Line Railroad Company, Central Maine & Quebec Railway 
US Inc., Dakota, Minnesota & Eastern Railroad Corporation, and Delaware 
& Hudson Railway Company, Inc. (collectively, CP) and Kansas City 
Southern and its U.S. rail carrier subsidiaries, The Kansas City 
Southern Railway Company (KCSR), Gateway Eastern Railway Company, and 
The Texas Mexican Railway Company (collectively, KCS) (CP and KCS 
collectively, Applicants) filed an amended notice of intent to file an 
application seeking authority for the acquisition of control by 
Canadian Pacific, through its indirect, wholly owned subsidiary Cygnus 
Merger Sub 2 Corporation, of Kansas City Southern, and through it, of 
KCSR and its railroad affiliates, and for the resulting common control 
by Canadian Pacific of its U.S. railroad subsidiaries, and KCSR and its 
railroad affiliates.

DATES: Written comments on the Board's proposed procedural schedule are 
due by November 12, 2021.

ADDRESSES: Any filing submitted in this proceeding should be filed with 
the Board via e-filing on the Board's website. In addition, one copy of 
each filing must be sent (and may be sent by email only if service by 
email is acceptable to the recipient) to each of the following: (1) 
Secretary of Transportation, 1200 New Jersey Avenue SE, Washington, DC 
20590; (2) Attorney General of the United States, c/o Assistant 
Attorney General, Antitrust Division, Room 3109, Department of Justice, 
Washington, DC 20530; (3) CP's representative, David L. Meyer, Law 
Office of David L. Meyer, 1105 S Street NW, Washington, DC 20009; (4) 
KCS's representative, William A. Mullins, Baker & Miller PLLC, Suite 
300, 2401 Pennsylvania Avenue NW, Washington, DC 20037; (5) any other 
person designated as a Party of Record on the service list; and (6) the 
administrative law judge assigned in this proceeding, the Hon. Thomas 
McCarthy, 1331 Pennsylvania Avenue NW, Washington, DC 20004-1710, and 
at [email protected] and [email protected].

FOR FURTHER INFORMATION CONTACT: Valerie Quinn at (202) 245-0283. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: On March 22, 2021, concurrently filed with 
their original notice of intent to file an application, CP and KCS 
jointly filed a petition to establish a procedural schedule. 
Applicants' proposed procedural schedule provides for a 10-month period 
between the date an application is filed and the date on which the 
Board would issue its final decision on the merits. (Pet. 1.) \1\ 
Applicants request that the Board adopt their proposed procedural 
schedule so that the ``substantial benefits'' of the proposed 
transaction would not be ``unnecessarily delayed,'' and assert that 
their proposal, which is based on the procedural schedule adopted in 
Canadian National Railway--Control--Illinois Central Corp., Docket No. 
FD 33556, is appropriate, given the similarities between the two 
transactions.\2\ (Pet. 1-2.)
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    \1\ In Applicants' amended notice, they express their continued 
``desire that the Board adopt a schedule for its review of the 
proposed transaction of ten months or less.'' (Amended Notice 3.)
    \2\ On April 1, 2021, The Freight Rail Customer Alliance, 
National Coal Transportation Alliance, and Private Railcar Food and 
Beverage Association, Inc. (collectively, Shipper Associations), 
submitted a letter asserting that the transaction in Docket No. FD 
33556 does not serve as a good benchmark, given the larger size and 
value of the Applicants' proposed transaction. (Shipper Associations 
Comment 4.)
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    Given the high level of interest in this proceeding, as well as the 
complexity and magnitude of issues that may potentially arise, the 
Board proposes modifications to the schedule proposed by Applicants to 
ensure sufficient time for the submission and review of evidence and 
arguments, as well as for the careful consideration of the merits of 
the proposed transaction. Specifically, for deadlines pertaining to 
responsive applications, the Board proposes to conform to the time 
frames set forth in 49 U.S.C. 11325 and 49 CFR 1180.4 (2000). The Board 
also proposes more time for the filing of a rebuttal in support of, and 
responses to comments on, the primary application, as well as more time 
for responses to any responsive applications. Additionally, the Board's 
proposed schedule provides that any necessary public hearing or oral 
argument would be held on a date to be determined later in the 
proceeding.
    Therefore, the Board proposes the following procedural schedule: 
\3\
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    \3\ ``F'' designates the filing date of the application, and 
``F+n'' means ``n'' days following that date. Applicants filed their 
application on October 29, 2021.

    F--Primary application and any related application(s) filed.
    F+30--Board notice of acceptance of primary application and any 
related application(s) to be published in the Federal Register.
    F+45--Notices of intent to participate due.
    F+60--Proposed Safety Integration Plan (SIP) due.\4\
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    \4\ Preparation of a SIP is required under 49 CFR 1106.4.

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[[Page 61827]]

    F+75--Descriptions of anticipated responsive, including 
inconsistent, applications due. Petitions for waiver or clarification 
with respect to such applications due.
    F+90--Comments (including from the U.S. Department of Justice (DOJ) 
and U.S. Department of Transportation (DOT), if any), protests, 
requests for conditions, and any other evidence and argument in 
opposition to the primary application or any related application(s) 
due.
    F+115--Responsive environmental information and environmental 
verified statements for responsive, including inconsistent, applicants 
due.
    F+120--Responsive, including inconsistent, applications due.
    F+145--Responses to comments (including those of DOJ and DOT, if 
any), protests, requests for conditions, and other opposition due. 
Rebuttal in support of the primary application and any related 
application(s) due.
    F+150--Notice of acceptance of responsive, including inconsistent, 
applications, if any, published in the Federal Register.
    F+175--Responses to responsive, including inconsistent, 
applications due.
    F+205--Rebuttals in support of responsive, including inconsistent, 
applications due.
    F+245--Final briefs due.\5\
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    \5\ The Board will also provide page limits for final briefs in 
a later decision after the record has been more fully developed.
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    TBD--Public hearing (if necessary). (Close of the record.) \6\
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    \6\ The Board will decide whether to conduct a public hearing in 
a later decision after the record has been more fully developed. See 
49 U.S.C. 11324(a) (``The Board shall hold a public hearing unless 
the Board determines that a public hearing is not necessary in the 
public interest.'').
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    TBD--Service date of final decision.\7\
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    \7\ Applicants' proposed schedule includes a date for the 
issuance of the Board's final decision. The Board will issue its 
final decision in accordance with 49 U.S.C. 11325(b)(3) (requiring a 
final decision to be issued within 90 days of the close of the 
evidentiary record).
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    The Board invites all interested persons to submit written comments 
on the procedural schedule proposed here. Comments must be filed by 
November 12, 2021. The dates proposed in this decision are subject to 
change depending on the comments received or other circumstances. The 
Board also notes that it may grant requests to extend the filing 
deadlines set in the procedural schedule for good cause. See 49 CFR 
1104.7(b).
    The Board's Office of Environmental Analysis will review the 
information that it has requested from Applicants needed to initiate 
the environmental review of the proposed transaction. The Board will 
address environmental review issues in a subsequent decision.

    Decided: November 1, 2021.

    By the Board, Board Members Begeman, Fuchs, Oberman, Primus, and 
Schultz.
Brendetta Jones,
Clearance Clerk.
[FR Doc. 2021-24307 Filed 11-5-21; 8:45 am]
BILLING CODE 4915-01-P