[Federal Register Volume 86, Number 235 (Friday, December 10, 2021)]
[Notices]
[Page 70567]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26697]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36566]


Macquarie Infrastructure Partners V GP, LLC--Acquisition of 
Control Exemption--Grenada Railroad, LLC, and Florida, Gulf & Atlantic 
Railroad, LLC

    Macquarie Infrastructure Partners V GP, LLC (MIP GP), a noncarrier, 
filed on behalf of MIP Infrastructure Partners V fund vehicle (MIP V) 
and MIP V Rail, LLC (MIP Rail),\1\ a verified notice of exemption under 
49 CFR 1180.2(d)(2) to acquire control of two Class III railroads 
currently owned by RailUSA, LLC (RailUSA): Grenada Railroad, LLC 
(GRYR), and Florida, Gulf & Atlantic Railroad, LLC (FGA).\2\
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    \1\ The verified notice states that MIP Rail is wholly owned by 
MIP V, which is controlled by MIP GP. (Verified Notice 1 n.1, 3.)
    \2\ GRYR, formerly known as Illinois Company Rail Road, LLC 
(ICRR), operates 228 miles of rail line in Mississippi pursuant to a 
lease with the North Central Mississippi Regional Railroad 
Authority. (Verified Notice 2 n.3); see Ill. Co. R.R.--Lease & 
Operation Exemption--N. Cent. Miss. Reg'l R.R. Auth., FD 35940, slip 
op. at 1 (STB served July 9, 2015) (describing ICRR's verified 
notice to lease and operate an approximately 186.82-mile rail line 
in Mississippi). FGA owns and operates 430 miles of track, including 
a 373-mile main line, in Florida and Georgia. (Verified Notice 2 
n.3); see RailUSA, LLC--Continuance in Control Exemption--Fla. Gulf 
& Atl. R.R., FD 36248, slip op. at 1 (STB served Dec. 21, 2018).
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    The verified notice states that, pursuant to a Purchase Agreement 
dated November 23, 2021,\3\ MIP Rail has agreed to acquire 100% of the 
equity interests of RailUSA from its parent, American Rail Partners, 
LLC, which will result in MIP Rail's indirect control of both GRYR and 
FGA. (Verified Notice 1.) According to the verified notice, MIP Rail, 
MIP V, MIP GP, and their affiliates do not own or control any other 
United States rail carriers.
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    \3\ Public and confidential versions of the Purchase Agreement 
were filed with the verified notice. The confidential version was 
submitted under seal concurrently with a motion for protective 
order, which is addressed in a separate decision.
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    MIP GP states that: (1) The lines over which GRYR and FGA operate 
do not connect with one another, (2) the proposed transaction is not 
part of a series of anticipated transactions that would connect the 
lines with each other; and (3) the transaction does not involve a Class 
I rail carrier. Therefore, the proposed transaction is exempt from the 
prior approval requirements of 49 U.S.C. 11323. See 49 CFR 
1180.2(d)(2).
    The earliest this transaction may be consummated is Friday, 
December 24, 2021, 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. Because this 
transaction involves Class III rail carriers only, the Board, under the 
statute, 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 December 17, 
2021 (at least seven days before the exemption becomes effective).
    All pleadings, referring to Docket No. FD 36566, 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 MIP 
GP's representative, Terence M. Hynes, Sidley Austin LLP, 1501 K Street 
NW, Washington, DC 20005.
    According to MIP GP, this action is categorically excluded from 
environmental review under 49 CFR 1105.6(c) and from historic 
preservation reporting requirements under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: December 3, 2021.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Eden Besera,
Clearance Clerk.
[FR Doc. 2021-26697 Filed 12-9-21; 8:45 am]
BILLING CODE 4915-01-P