[Federal Register Volume 88, Number 220 (Thursday, November 16, 2023)]
[Notices]
[Page 78805]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-25298]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36735]


3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR 
Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, 
Regional Rail Sub Holdings LLC, and Regional Rail, LLC--Control 
Exemption--Indiana Eastern Railroad, LLC

    3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR 
Intermediate Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, and 
Regional Rail Sub Holdings LLC (collectively, 3i RR) and Regional Rail, 
LLC (Regional Rail), each a noncarrier, have filed a verified notice of 
exemption under 49 CFR 1180.2(d)(2) to acquire control of Indiana 
Eastern Railroad, LLC (IERR). IERR is a Class III rail carrier that 
operates a rail line in Indiana and Ohio and, doing business as Ohio 
South Central Railroad, operates on a separate, noncontiguous line in 
Ohio.
    According to the verified notice, Regional Rail is directly 
controlled by Regional Rail Sub Holdings LLC, which is controlled by 
Regional Rail Holdings, LLC, which is controlled by 3i RR LLC, which is 
controlled by 3i RR Intermediate Holdings LLC, which is controlled by 
3i RR Holdings Partnership L.P., which is controlled by 3i RR Holdings 
GP LLC. The verified notice states that Regional Rail is a noncarrier 
holding company that directly controls 11 Class III rail carriers in 
the eastern United States.\1\
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    \1\ Those carriers, and the states in which they operate, are: 
(1) Carolina Coastal Railway, Inc. (North Carolina and South 
Carolina); (2) East Penn Railroad, LLC (Delaware and Pennsylvania); 
(3) Florida Central Railroad Company, Inc. (Florida); (4) Florida 
Midland Railroad Company, Inc. (Florida); (5) Florida Northern 
Railroad Company, Inc. (Florida); (6) Middletown & New Jersey 
Railroad, LLC (New York); (7) Port Manatee Railroad LLC (Florida); 
(8) Tyburn Railroad LLC (Pennsylvania); (9) Effingham Railroad 
Company (Illinois); (10) Illinois Western Railroad Company 
(Illinois); and (11) South Point & Ohio Railroad, Inc. (Ohio).
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    According to the verified notice, pursuant to a membership interest 
purchase agreement to be entered into by Regional Rail, IERR, and 
IERR's current owners, Regional Rail proposes to acquire all the 
existing equity interest of IERR and assume direct control of that 
carrier.\2\ 3i RR would assume indirect control of IERR. The verified 
notice further states that no significant changes in the rail services 
currently provided by IERR are anticipated as a result of the proposed 
transaction and that the agreement does not include any provision that 
would limit the future interchange of traffic with a third-party 
connecting carrier.
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    \2\ Public and confidential versions of the agreement were filed 
with the verified notice. The confidential version was submitted 
under seal concurrent with a motion for protective order, which is 
addressed in a separate decision.
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    3i RR and Regional Rail represent that: (1) the rail lines of IERR 
do not connect with the lines of the rail carriers currently controlled 
by 3i RR and Regional Rail; (2) this control transaction is not part of 
a series of anticipated transactions that would result in such a 
connection; and (3) the transaction does not involve a Class I rail 
carrier. The proposed transaction is therefore exempt from the prior 
approval requirements of 49 U.S.C. 11323 pursuant to 49 CFR 
1180.2(d)(2).
    This transaction may be consummated on or after November 30, 2023, 
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 for stay must be filed no later than November 22, 
2023.
    All pleadings, referring to Docket No. FD 36735, must be filed with 
the Surface Transportation Board either via e-filing on the Board's 
website or in writing addressed to 395 E Street SW, Washington, DC 
20423-0001. In addition, one copy of each pleading must be served on 3i 
RR's and Regional Rail's representative, Thomas J. Litwiler, Fletcher & 
Sippel LLC, 29 North Wacker Drive, Suite 800, Chicago, IL 60606-3208.
    According to 3i RR and Regional Rail, this action is categorically 
excluded from environmental review under 49 CFR 1105.6(c) and from 
historic reporting requirements under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: November 8, 2023.

    By the Board, Mai T. Dinh, Director, Office of Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2023-25298 Filed 11-15-23; 8:45 am]
BILLING CODE 4915-01-P