[Federal Register Volume 86, Number 244 (Thursday, December 23, 2021)]
[Notices]
[Pages 73087-73088]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-27907]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36504]


Fox Valley & Lake Superior Rail System, L.L.C.--Acquisition and 
Operation Exemption--Lines of Wisconsin Central Ltd. in the State of 
Wisconsin

    Fox Valley & Lake Superior Rail System, L.L.C. (Fox System),\1\ a 
noncarrier, has filed a verified notice of exemption under 49 CFR 
1150.31 to acquire and operate approximately 328.52 miles of active 
rail lines and 180.75 miles of rail line over which discontinuance of 
service previously had been authorized, totaling approximately 509.27 
miles (the Lines) owned by Wisconsin Central Ltd. (WCL). The Lines 
include the Southern Cluster (41.88 miles), the Green Bay Cluster 
(32.33 miles), the Appleton Cluster (82.32 miles), and the Northern 
Cluster (352.74 miles), all in the State of Wisconsin.
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    \1\ Fox System is an indirectly controlled subsidiary of Watco 
Holdings, Inc. (Watco Holdings), a noncarrier Delaware limited 
liability holding company.
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    The Southern Cluster consists of (1) the Eden Spur extending from 
Eden, Wis., at milepost 138.7, to Fond du Lac, Wis., at milepost 
146.04, a distance of approximately 7.34 miles; (2) the West Bend 
Subdivision extending from Granville, Wis., at milepost 99.5, to West 
Bend, Wis., at milepost 114.42, a distance of approximately 14.92 
miles; and (3) the Saukville Subdivision extending from Mill (North 
Milwaukee), Wis., at milepost 95.18, to Saukville, Wis., at milepost 
114.8, a distance of approximately 19.62 miles.
    The Green Bay Cluster consists of (1) the Denmark Spur extending 
from Denmark, Wis., at milepost 97.75, to Green Bay, Wis., at milepost 
113.28, a distance of approximately 15.53 miles; and (2) the Luxemburg 
Spur extending from Green Bay at milepost 2.1, to Luxemburg, Wis., at 
milepost 18.9, a distance of approximately 16.8 miles.
    The Appleton Cluster consists of (1) the Shawano Subdivision 
extending from Appleton, Wis., at milepost 358.18, to Shawano, Wis., at 
milepost 314.08, a distance of approximately 44.1 miles; (2) the New 
London Spur extending from Appleton at milepost 121.6, to New London, 
Wis., at milepost 141.0 and from New London at milepost 38.98, to 
Manawa, Wis., at milepost 50.3, a total distance of approximately 30.72 
miles; \2\ (3) the Kimberly Spur extending from Appleton at milepost 
121.5, to Kaukauna, Wis., at milepost 114.0, a distance of 
approximately 7.5 miles.\3\
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    \2\ In 2017, WCL discontinued service over the line from New 
London to Manawa. See Wis. Cent. Ltd.--Discontinuance of Serv. 
Exemption--in Waupaca Cnty., Wis., AB 303 (Sub-No. 48X) (STB served 
Aug. 31, 2017).
    \3\ Fox System will also acquire 0.1 miles of incidental 
trackage rights extending between milepost 212.9 and milepost 213.0 
on WCL's Fox River Subdivision to access the Kimberly Spur.
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    The Northern Cluster consists of (1) a portion of the Valley 
Subdivision extending from Rothschild, Wis., at milepost 85.0, to 
Tomahawk, Wis., at milepost 133.09, and from Tomahawk at milepost 
133.49, to Bradley, Wis., at milepost 138.42, a distance of 
approximately 53.02 miles, as well as trackage rights by assignment 
over Tomahawk Railway, Limited Partnership, between milepost 133.09 and 
milepost 133.49 at Tomahawk; \4\ (2) the ``Wausau Pocket'' trackage at 
Wausau, Wis., from Kelly, Wis., at milepost 17.4, to Wausau at milepost 
27.4, and from Kelly at milepost 0.0, to Schofield, Wis., at milepost 
1.9, a total distance of approximately 11.9 miles; \5\ (3) an undivided 
one-half interest (with WCL) in the portion of the Valley Subdivision 
extending from Mosinee, Wis., at milepost 77.0, to Rothschild at 
milepost 85.0, a distance of approximately 8.0 miles; \6\ (4) a portion 
of the Bradley and Pembine Subdivisions extending from Tony, Wis., at 
milepost 138.0, to Goodman, Wis., at milepost 269.0, a distance of 
approximately 131.0 miles; \7\ (5) the Ashland Subdivision extending 
from Prentice, Wis., at milepost 343.3, to Ashland, Wis., at milepost 
434.49, a distance of approximately 91.19 miles; \8\ (6) the White Pine 
Subdivision extending from Marengo Jct., Wis., at milepost 332.39, to 
the Michigan/Wisconsin border at milepost 302.36, a distance of 
approximately 30.03 miles; \9\ and (7) the Medford Subdivision 
extending from Spencer, Wis., at milepost 289.80, to Medford, Wis., at 
milepost 317.4, a distance of approximately 27.6 miles.
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    \4\ See Wis. Cent. Ltd.--Trackage Rights Exemption--Tomahawk 
Ry., FD 33359 (STB served Mar. 25, 1997).
    \5\ See Wis. Cent. Ltd.--Acquis. Exemption--Union Pac. R.R., 2 
S.T.B. 218 (1997), rev'd in part sub nom. Ass'n of Am. R.Rs. v. STB, 
162 F.3d 101 (D.C. Cir. 1998).
    \6\ According to the verified notice, Soo Line Railroad Company 
(Soo Line) has trackage rights on this segment and will remain WCL's 
tenant. See Wis. Cent. Ltd.--Exempt. Acquis. & Operation--Certain 
Lines of Soo Line R.R., FD 31102, slip op. at 5 (ICC served July 28, 
1988). As part of the current proposed transaction, WCL will retain 
limited overhead trackage rights (with Soo Line as its tenant) over 
Fox System from milepost 85.0 at Rothschild to milepost 89.5 at 
Wausau Yard for the purpose of turning and servicing locomotives.
    \7\ In 2017, WCL discontinued service over the line from 
Rhinelander to Goodman. See Wis. Cent. Ltd.--Discontinuance of Serv. 
Exemption--in Oneida & Marinette Cntys., Wis., AB 303 (Sub-No. 49X) 
(STB served Nov. 15, 2017). In 2020, it discontinued service over 
the line from Tony to Prentice. See Wis. Cent. Ltd.--Discontinuance 
of Serv. Exemption--in Rusk & Price Cntys., Wis., AB 303 (Sub-No. 
54X) (STB served Jan. 10, 2020).
    \8\ In 2018, WCL discontinued service over the line from Ashland 
to Park Falls, Wis. See Wis. Cent. Ltd.--Discontinuance of Serv. 
Exemption--in Ashland & Price Cntys., Wis., AB 303 (Sub-No. 50X) 
(STB served Oct. 18, 2018).
    \9\ In 2015, WCL discontinued service over the White Pine 
Subdivision, including the portion extending into Michigan. See Wis. 
Cent. Ltd.-- Discontinuance of Serv. Exemption--in Ashland & Iron 
Cntys., Wis., & Gogebic & Ontonagon Cntys., Mich., AB 303 (Sub-No. 
45X) (STB served Dec. 3, 2014).

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[[Page 73088]]

    Fox System's acquisition is part of a larger transaction pursuant 
to which, in addition to Fox System's acquisition, (1) Grand Elk 
Railroad, Inc. (Grand Elk), a Class III carrier and Watco Holdings 
subsidiary, would acquire 142.64 miles of rail lines in Michigan owned 
by WCL,\10\ and (2) after Fox System acquires the Lines, Fox System 
would transfer the Eden Spur, the West Bend Subdivision, and the 
Saukville Subdivision to Wisconsin & Southern Railroad, L.L.C. (WSOR), 
a Class II subsidiary of Watco Holdings, for WSOR to operate as part of 
its system.\11\
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    \10\ See Grand Elk R.R.--Acquis. Exemption--Lines of Wis. Cent. 
Ltd. in the State of Michigan, Docket No. FD 36503.
    \11\ See Watco Holdings, Inc.--Exemption for Intra-Corp. Fam. 
Transaction--Fox Valley & Lake Superior Rail Sys., L.L.C., Docket 
No. FD 36505. Additionally, to continue in control of Fox System 
once it becomes a carrier, Watco Holdings filed a petition for 
exemption in Watco Holdings, Inc.--Continuance in Control 
Exemption--Fox Valley & Lake Superior Rail Sys., L.L.C., Docket No. 
FD 36506.
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    The effective date of the exemptions sought in Docket Nos. FD 
36503, FD 36504, and FD 36505 was tolled to consider questions raised 
and solicit additional information. See Grand Elk R.R.--Acquis. 
Exemption--Lines of Wis. Cent. Ltd. in the State of Mich., FD 36503 et 
al. (STB served Apr. 27, 2021). In a decision served on December 20, 
2021, the Board held that the exemptions in Docket Nos. FD 36503, FD 
36504, and FD 36505 could proceed and granted the petition for 
exemption sought in Docket No. FD 36506. See Grand Elk R.R.--Acquis. 
Exemption--Lines of Wis. Cent. Ltd. in the State of Mich., FD 36503 et 
al. (STB served Dec. 20, 2021).
    Fox System certifies that its projected annual revenues as a result 
of this transaction will not exceed those that would qualify it as a 
Class III rail carrier. Pursuant to 49 CFR 1150.32(e), which applies 
``[i]f the projected annual revenue of the carrier to be created by a 
transaction under this exemption exceeds $5 million,'' Fox System 
certified on April 1, 2021, that notice of the transaction was posted 
at the workplaces of current WCL employees on the Lines and was being 
served on the national offices of the labor unions for those employees.
    Fox System further certifies that the proposed transaction does not 
involve, and the purchase agreement does not include, any provision or 
agreement that would limit future interchange with a third-party 
connecting carrier.
    The transaction may be consummated on or after December 31, 2021, 
the effective date of the exemption.
    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 27, 
2021.
    All pleadings, referring to Docket No. FD 36504, 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 Fox 
System's representative: David F. Rifkind, Stinson, LLP, 1775 
Pennsylvania Avenue NW, Suite 800, Washington, DC 20006-4605.
    According to Fox System, this action is categorically excluded from 
environmental review under 49 CFR 1105.6(c) and historic preservation 
reporting under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: December 20, 2021.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2021-27907 Filed 12-22-21; 8:45 am]
BILLING CODE 4915-01-P