[Federal Register Volume 88, Number 4 (Friday, January 6, 2023)]
[Notices]
[Page 1105]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-00056]



[[Page 1105]]

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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36655]


Genesee & Wyoming Inc.--Corporate Family Transaction Exemption

    Genesee & Wyoming Inc. (GWI), a noncarrier holding company, filed a 
verified notice of exemption under 49 CFR 1180.2(d)(3) to exempt from 
the provisions of 49 U.S.C. 11323 certain transactions within its 
corporate family.\1\ According to GWI, it directly and indirectly 
controls 103 railroads across the United States, including the entities 
involved in the subject transactions.\2\ GWI proposes to convert 
Chattahoochee Bay Railroad, Inc., a Delaware corporation, into 
Chattahoochee Bay Railroad LLC (CHAT LLC), a Delaware limited liability 
company. GWI will then contribute its membership interests in CHAT LLC 
down its organizational structure to GWI subsidiary Rail Partners, 
L.P., which also controls the Bay Line Railroad, L.L.C. (BAYL). This 
transaction will result in GWI indirectly controlling CHAT LLC. CHAT 
LLC will then be merged with and into BAYL, with BAYL remaining as the 
surviving Class III rail carrier. GWI also proposes to merge Fordyce 
and Princeton Railroad Company with and into Arkansas Louisiana & 
Mississippi Railroad Company (ALM), with ALM remaining as the surviving 
Class III rail carrier.
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    \1\ GWI filed a supplement on December 29, 2022.
    \2\ This tally does not include GWI's wholly owned subsidiary, 
Pittsburg & Shawmut Railroad, LLC d/b/a Berkshire & Eastern 
Railroad, which has received authority from the Board to operate Pan 
Am Southern LLC. See Pittsburg & Shawmut R.R.--Operation Exemption--
Pan Am S. LLC, FD 36472 (Sub-No. 5) (STB served Apr. 14, 2022). GWI 
states that the operation exemption transaction has not yet been 
consummated.
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    GWI states that the transactions will reduce the number of legal 
entities within its corporate family, resulting in improved 
efficiencies by reducing overhead and duplication of accounting and IT 
services and potentially reducing its tax burden while retaining the 
same assets to serve customers.
    Unless stayed, the exemption will be effective on January 20, 2023 
(30 days after the verified notice was filed). GWI states that it 
intends to consummate the transactions on or about February 1, 2023. 
The verified notice states that the transactions will not result in 
adverse changes in service levels, significant operational changes, or 
a change in the competitive balance with carriers outside the corporate 
family. Therefore, the transactions are exempt from the prior approval 
requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(3).
    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 GWI controls four Class 
II carriers and 99 Class III carriers, any employees adversely affected 
by these transactions will be protected by the conditions required by 
49 U.S.C. 11326(a) and set forth in 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. Petitions for stay must be filed no later than January 13, 
2023 (at least seven days before the exemption becomes effective).
    All pleadings referring to Docket No. FD 36655 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 Eric M. Hocky, Clark Hill 
PLC, Two Commerce Square, 2001 Market Street, Suite 2620, Philadelphia, 
PA 19103.
    According to GWI, this action is categorically excluded from 
environmental review under 49 CFR 1105.6(c) and historic reporting 
requirements under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: January 3, 2023.

    By the Board, Mai T. Dinh, Director, Office of Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2023-00056 Filed 1-5-23; 8:45 am]
BILLING CODE 4915-01-P