[Federal Register Volume 88, Number 248 (Thursday, December 28, 2023)]
[Notices]
[Pages 89803-89804]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-28716]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36729]


Macquarie Infrastructure Partners V GP, LLC--Control Exemption--
Northern Indiana Railroad Company, LLC

    By petition filed on September 28, 2023, Macquarie Infrastructure 
Partners V GP, LLC (MIP GP), on behalf of itself; Macquarie 
Infrastructure Partners V fund vehicle (MIP V); MIP V Rail, LLC (MIP 
Rail); and Gulf & Atlantic Railways, LLC (G&A) (collectively, 
Petitioners), seeks an exemption under 49 U.S.C. 10502 from the prior 
approval requirements of 49 U.S.C. 11323 to acquire and control the 
Northern Indiana Railroad Company (NIRC), a Class III carrier. As 
discussed below, the Board will grant the exemption.

Background

    G&A is a noncarrier that directly controls \1\ the following rail 
common carriers: Camp Chase Rail, LLC; Chesapeake and Indiana Railroad 
LLC (CKIN); Vermilion Valley Railroad LLC;

[[Page 89804]]

Grenada Railroad, LLC; and Florida, Gulf & Atlantic Railroad, LLC. See 
Macquarie Infrastructure Partners V GP, LLC--Control Exemption--Camp 
Chase Rail, LLC, FD 36685 (STB served Apr. 7, 2023). G&A has also been 
authorized to directly control (and MIP GP, MIP V, and MIP Rail 
authorized to indirectly control) the Pioneer Valley Railroad Company. 
See Macquarie Infrastructure Partners V GP, LLC--Control Exemption--
Pioneer Valley R.R., FD 36720 (STB served Sept. 13, 2023).
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    \1\ G&A is wholly owned by MIP Rail, which is indirectly 
controlled by MIP GP. (Pet. 5-6.) MIP V is controlled by MIP GP and 
(indirectly) wholly owns MIP Rail. (Id. at 6.) Therefore, MIP GP, 
MIP V, and MIP Rail indirectly control the above rail common 
carriers. (Id. at 6.)
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    Pursuant to a purchase agreement dated March 17, 2023, G&A has 
agreed to acquire 100% of the equity interests in NIRC. Upon 
consummation of this transaction, G&A would directly control NIRC, 
while MIP GP, MIP V, and MIP Rail would indirectly control NIRC. (Pet. 
5.) According to the petition, NIRC owns 32.97 miles of rail line in 
Indiana, but has never conducted freight rail operations over the line. 
(Id. at 4.) CKIN (which is controlled by G&A) has leased and operated 
the NIRC line since 2004. (Id.) Currently, CKIN leases and operates 
27.52 miles of line from NIRC because CKIN discontinued service over 
the remaining 5.45-mile segment in 2017. (Id.) Petitioners state that 
the 5.45-mile segment remains part of the national rail network, but 
there have not been any freight operations over that segment since at 
least 2015.\2\
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    \2\ Petitioners note that pursuant to an agreement with the Town 
of North Judson, the Hoosier Valley Railroad Museum operates 
excursion trains on the 5.45-mile segment over which freight rail 
service has been discontinued. (Id. at 4 n.10.) Petitioners further 
state that the Museum will continue to have the right to provide 
excursion passenger service on that segment. (Id. at 12 n.15.)
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    In support of the petition, Petitioners assert that the transaction 
will bring G&A's financial strength and management expertise to NIRC, 
unite ownership and operation of the line in the same corporate family, 
and enhance NIRC's access to capital, thereby ``facilitating future 
strategic investment decisions with respect to the line.'' (Id. at 7.) 
Petitioners state that the transaction will not affect operations or 
service to customers because CKIN already serves those customers under 
its lease agreement with NIRC.\3\ (Id. at 11-12.)
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    \3\ Petitioners explain that the proposed transaction does not 
qualify for the class exemption under 49 CFR 1180.2(d)(2) because 
the class exemption is unavailable when one or more railroads in an 
existing corporate family would connect with the railroad being 
acquired. (Id. at 4.) Here, because CKIN's leasehold interest does 
not overlap entirely with the line owned by NIRC, Petitioners have 
concluded that there is a point of connection. (Id. at 4-5.)
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Discussion and Conclusions

    The acquisition of control of a rail carrier by a person that is 
not a rail carrier but that controls any number of rail carriers 
requires prior approval from the Board under 49 U.S.C. 11323(a)(5). 
Under 49 U.S.C. 10502(a), however, the Board shall, to the maximum 
extent possible, exempt a transaction or service from regulation upon 
finding that (1) the regulation is not necessary to carry out the rail 
transportation policy (RTP) under 49 U.S.C. 10101 and (2) either the 
transaction or service is of limited scope, or regulation is not needed 
to protect shippers from the abuse of market power.
    In this case, an exemption from the prior approval requirements of 
49 U.S.C. 11323-25 is consistent with the standards of 49 U.S.C. 10502. 
Detailed scrutiny of the proposed transaction through an application 
for review and approval under sections 11323-25 is not necessary to 
carry out the RTP. An exemption would promote the RTP by minimizing the 
need for federal regulatory control over the transaction, 49 U.S.C. 
10101(2), and providing for the expeditious resolution of this 
proceeding, 49 U.S.C. 10101(15). Further, Petitioners assert that 
consolidated ownership and operation of the line within the same 
corporate family will improve operating economies and the financial 
viability of the line. (Pet. 7). Therefore, an exemption would promote 
the RTP by promoting a safe and efficient rail transportation system, 
49 U.S.C. 10101(3); ensuring the development and continuation of a 
sound rail transportation system that would continue to meet the needs 
of the public, 49 U.S.C. 10101(4); and fostering sound economic 
conditions in transportation, 49 U.S.C. 10101(5). Other aspects of the 
RTP would not be adversely affected.
    Regulation of the transaction is not needed to protect shippers 
from abuse of market power.\4\ The record indicates that NIRC does not 
conduct freight rail operations, and most of its line is currently 
operated by CKIN pursuant to a lease. (Pet. 4.) Petitioners state that 
``th[e]se leasehold operations will continue without change.'' (Id. at 
13.) Thus, the proposed transaction will not result in any material 
changes to the rates and services available to shippers along NIRC's 
line. Moreover, no shipper or other entity has objected to the proposed 
transaction.
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    \4\ Given this finding, the Board need not determine whether the 
transaction is limited in scope. See 49 U.S.C. 10502(a).
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    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. Section 11326(c), however, does 
not provide for labor protection for transactions under sections 11324 
and 11325 that involve only Class III carriers. Therefore, because all 
of the carriers involved in the transaction are Class III carriers, the 
Board may not impose labor protective conditions.
    Under 49 CFR 1105.6(c)(1), this action, which will not result in 
significant changes in carrier operations, is categorically excluded 
from environmental review. Similarly, under 49 CFR 1105.8(b)(1), no 
historic report is required because the subject transaction is for 
continued rail service; Petitioners have indicated no plans to alter 
railroad properties 50 years old or older; and any future abandonment 
of the Line would be subject to Board jurisdiction.
    It is ordered:
    1. Under 49 U.S.C. 10502, the Board exempts the above transaction 
from the prior approval requirements of 49 U.S.C. 11323-25.
    2. Notice of this exemption will be published in the Federal 
Register.
    3. This decision will be effective on January 21, 2024. Petitions 
for stay must be filed by January 2, 2024. Petitions to reopen must be 
filed by January 11, 2024.

    Decided: December 21, 2023.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2023-28716 Filed 12-27-23; 8:45 am]
BILLING CODE 4915-01-P