[Federal Register Volume 89, Number 41 (Thursday, February 29, 2024)]
[Notices]
[Pages 14919-14923]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-04271]
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SURFACE TRANSPORTATION BOARD
[Docket No. FD 36744]
Canadian National Railway Company and Grand Trunk Corporation--
Control--Iowa Northern Railway Company
AGENCY: Surface Transportation Board.
ACTION: Decision No. 1 in Docket No. FD 36744; notice of acceptance of
application; notice of acceptance of related filings for consideration;
issuance of procedural schedule.
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SUMMARY: The Surface Transportation Board (Board) is accepting for
consideration an application (Application) filed on January 30, 2024,
by Canadian National Railway Company (CNR) and Grand Trunk Corporation
(GTC), together with the Iowa Northern Railway Company (Iowa Northern
or IANR) (collectively, Applicants). The Application seeks Board
approval for CNR and GTC to acquire control of Iowa Northern, a Class
III rail carrier that operates a total of approximately 218 route miles
in the state of Iowa. This proposal is referred to as the ``Proposed
Transaction.'' The Board is also accepting for consideration two
related filings. Those filings are verified notices of exemption
seeking Board approval of transactions involving mutual trackage rights
between Iowa Northern and the Chicago, Central & Pacific Railroad
Company (CCP), an indirect rail carrier subsidiary of GTC (Related
Transactions).
DATES: The effective date of this decision is February 29, 2024. Any
person who wishes to participate in this proceeding as a Party of
Record must file, no later than March 15, 2024, a notice of intent to
participate. All comments, protests, requests for conditions, and any
other evidence and argument in opposition to the Application and
related filings, including filings by the U.S. Department of Justice
(DOJ) and the U.S. Department of Transportation (DOT), must be filed by
April 1, 2024. Responses to comments, protests, requests for
conditions, other opposition, and rebuttal in support of the
Application or related filings must be filed by May 1, 2024. See
Appendix (Procedural Schedule). A final decision in this matter will be
served no later than July 26, 2024. Further procedural orders, if any,
would be issued by the Board.
ADDRESSES: Any filing submitted in this proceeding should be filed with
the Board via e-filing on the Board's website. In addition, one copy of
each filing must be sent (and may be sent by email only if service by
email is acceptable to the recipient) to each of the following: (1)
Secretary of Transportation, 1200 New Jersey Avenue SE, Washington, DC
20590; (2) Attorney General of the United States, c/o Assistant
Attorney General, Antitrust Division, Room 3109, Department of Justice,
Washington, DC 20530; (3) CNR's and GTC's representative, Matthew J.
Warren, Sidley Austin LLP, 1501 K Street NW, Washington, DC 20005; (4)
Iowa Northern's representative, Kevin M. Sheys, Law Office of Kevin M.
Sheys LLC, 42 Brush Hill Road, Sherborn, MA 01770; and (5) any other
person designated as a Party of Record on the service list.
FOR FURTHER INFORMATION CONTACT: Sarah Fancher at (202) 245-0355. If
you require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: Applicants seek the Board's prior review and
authorization pursuant to 49 U.S.C. 11323-25 and 49 CFR part 1180 for
CNR and GTC to acquire control of Iowa Northern. (Appl. 1.) Applicant
GTC is a non-carrier holding company through which CNR controls its
U.S. rail carrier subsidiaries.\1\ (Id. at 1 n.1.) Applicant Iowa
Northern is a Class III rail carrier wholly owned by Cable & Ives, LLC
(Cable & Ives). (Id. at 1-2, 11.) On December 6, 2023, GTC signed and
closed an agreement to acquire 100% of the equity interest of Cable &
Ives. (Id. at 1-2, 12.) According to Applicants, the shares of Cable &
Ives were deposited into an independent voting trust pursuant to 49 CFR
part 1013, pending review of the Proposed Transaction by the Board.\2\
(Appl. 1-2, 11-12; see also CN Letter Filing of Voting Trust Agreement,
FD 36744, Dec. 6, 2023.) Upon Board approval of the Proposed
Transaction, Iowa Northern would become an indirect rail carrier
subsidiary of GTC and would be indirectly controlled by CNR. (Appl. 3.)
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\1\ CNR and its U.S. rail operating subsidiaries are referred to
collectively as ``CN.'' (Appl. 1 n.1.)
\2\ Applicants state that, during the voting trust period, Iowa
Northern continues to operate independently and is controlled by
existing Iowa Northern management. (Appl. 12.)
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[[Page 14920]]
Applicants state that Iowa Northern owns or leases approximately
175 route miles of rail line in Iowa and operates via trackage rights
over an additional approximately 43 route miles of track, for a total
distance of 218 route miles. (Id. at 1 & n.2.) Applicants explain that
Iowa Northern's system is organized into four subdivisions. (Id., Ex.
15, Operating Plan 3.) Applicants state that Iowa Northern's main line
runs 116.7 miles extending northwest from Cedar Rapids through Waterloo
(Cedar Rapids Subdivision) and Cedar Falls to Manly (Manly
Subdivision). (Id. at 30; id., Ex. 15, Operating Plan 3, Fig. 2.)
Applicants further state that Iowa Northern owns the Cedar Rapids and
Manly Subdivisions and connects those lines via overhead trackage
rights on approximately 8.7 miles of track owned by CN. (Id., Ex. 15,
Operating Plan 3, 5, Fig. 4.) Applicants note that Iowa Northern also
operates over a short portion of a Union Pacific Railroad Company (UP)
line in Cedar Rapids, which Iowa Northern uses to access UP, CN, and
the Cedar Rapids and Iowa City Railway (CRANDIC) in Cedar Rapids. (Id.,
Ex. 15, Operating Plan 5, Fig. 5.) Regarding the Waterloo-Oelwein
subdivision (Oelwein Subdivision), Applicants state that Iowa Northern
owns the branch line extending from Dewar, near Waterloo, to Oelwein,
and Iowa Northern accesses that line via an approximately seven-mile
track known as the ``Waterloo Industrial Lead,'' extending from
Waterloo to Dewar, and leased from UP. (Id., Ex. 15, Operating Plan 3,
Fig. 4.) Regarding the Forest City-Belmond subdivision (Garner
Subdivision), Applicants state that Iowa Northern leases that line from
North Central Iowa Rail Corridor, L.L.C., and accesses the line via
approximately 30.2 miles of overhead trackage rights on a Canadian
Pacific Kansas City Limited (CPKC) line from Nora Springs to Garner.
(Id., Ex. 15, Operating Plan 3, 5, Fig. 2.)
According to Applicants, CN's current network spans approximately
18,600 route miles in 13 U.S. states and eight Canadian provinces.
(Id., Ex. 15, Operating Plan 8.) With respect to CN's operations in
Iowa, Applicants state that CCP is the CN rail operating subsidiary
that primarily owns and operates CN's rail lines in Iowa. (Id.)
Applicants note that CN currently has 226 craft employees in Iowa and
operates 574 route miles in the state. (Id.) Specifically, CN operates
main lines east from Sioux City and Council Bluffs that converge near
Fort Dodge and run through Waterloo and Dubuque, Iowa, with several
secondary lines in between. (Id.)
Financial Arrangements. According to Applicants, no new securities
would be issued in connection with the Proposed Transaction. Applicants
state that the only relevant financial arrangement is the payment of
the purchase price by GTC, as provided in the Unit Purchase Agreement.
(Id. at 17.)
Passenger Service Impacts. Applicants anticipate no impact on
commuter or other passenger service. (Id. at 39.) According to
Applicants, there is no commuter or other such service on Iowa
Northern, and the Proposed Transaction is not expected to impact any
passenger service operating on any CN lines. (Id., Ex. 15 at 29.)
Discontinuances/Abandonments. Applicants state that there are no
planned abandonments or discontinuances as a result of the Proposed
Transaction. (Id. at 39, Ex. 15 at 30.) Applicants note, however, that
Iowa Northern has been working with the City of Cedar Falls regarding
removal of Iowa Northern's Cedar Falls Utility Spur, and that CN will
cooperate with preexisting efforts by the City of Cedar Falls to
abandon and remove this track after it assumes control of Iowa
Northern, including obtaining any necessary Board authority. (Id. at
39, Ex. 15 at 30.)
Public Interest Considerations.\3\ Applicants assert that the
Proposed Transaction would not result in the lessening of competition,
creation of a monopoly, or restraint of trade in freight surface
transportation. (Appl. 17.) Indeed, Applicants state that the Proposed
Transaction would have no negative competitive impacts as there would
be no two-to-one rail customer stations--i.e., no shipper has access
exclusively to both CN and Iowa Northern. (Id. at 18; id., App. B, V.S.
Hunt 6 & Ex. 6-1.) Applicants further argue that ``while the Board's
focus is generally on preserving competition between two rail
carriers,'' there are only three potential three-to-two customer
stations. (Id. at 18; id., App. B, V.S. Hunt 6 & Ex. 6-1.) According to
Applicants, those customer stations currently have access to CN, Iowa
Northern, and UP. (Id. at 18.) Nevertheless, Applicants assert that CN
has committed to ensuring continued access to UP. (Id.)
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\3\ On January 17, 2024, the Butler County Board of Supervisors
submitted a statement in support of the Proposed Transaction.
Additionally, several letters raising concerns about the Proposed
Transaction have been submitted by individuals. These filings will
be discussed in more detail in a subsequent decision.
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Applicants further note that CN will preserve existing access
between Iowa Northern and other railroads--Iowa Northern currently
interchanges with three Class I railroads (including CN) and one short
line. (Id.) Applicants specifically state that CN has committed to
providing Iowa Northern-served customers with commercially reasonable
rates and service for interline traffic with rail carriers other than
CN. (Id. at 7.) According to Applicants, this commitment encompasses
interline traffic that is currently interchanged with CPKC or UP at the
northwestern end of Iowa Northern; traffic that is interchanged with UP
or CRANDIC in Cedar Rapids; and traffic Iowa Northern moves between UP
and the UP Industrial Lead at Waterloo. (Id.) Further, Applicants note
that this commitment would apply equally to traffic that originates and
traffic that terminates on Iowa Northern's lines. (Id.) Additionally,
Applicants assert that CN has committed to maintaining existing carrier
access to locations in current CN and Iowa Northern voluntary
reciprocal switch tariffs. (Id.)
Applicants claim that, through the Proposed Transaction, a combined
CN-Iowa Northern would provide more efficient and economical service,
providing customers with access to new market opportunities, while
supporting reliable local service on Iowa Northern's lines. (Id. at
20.) According to Applicants, customers in a wide range of markets--
including ethanol, fertilizer, and grain--would benefit from
operational efficiencies and access to markets through new, more
efficient single-line service on the combined CN-Iowa Northern system.
(Id. at 8.) Applicants also state that the Proposed Transaction would
provide a firm financial foundation to enable a combined CN-Iowa
Northern to continue providing safe, reliable local service to
customers in Iowa. (Id.) Moreover, Applicants assert that the Proposed
Transaction would benefit the Iowa economy and local Iowa customers and
communities by supporting the growth of local businesses via new,
single-line service between points on Iowa Northern and locations
throughout North America over CN's 18,600-mile rail network. (Id.)
Time Schedule for Consummation. As noted above, Applicants state
that, on December 6, 2023, GTC signed and closed on an agreement to
acquire from Sabin Group Holdings, L.L.C., and TCFII IANR SPE LLC, 100%
of the equity interest of Cable & Ives, which wholly owns Iowa
Northern. (Id. at 1.) Applicants state that the shares of Cable & Ives
were deposited into an
[[Page 14921]]
independent voting trust pursuant to 49 CFR part 1013, pending review
of the Proposed Transaction by the Board. (Id. at 2, 11-12; see also CN
Letter Filing of Voting Trust Agreement, FD 36744, Dec. 6, 2023.)
According to Applicants, they expect to consummate the Proposed
Transaction as soon as practicable after the Board's decision approving
the Application becomes effective. (Appl. 13.)
Environmental Impacts. Applicants state that, pursuant to 49 CFR
1105.6(c)(1), no environmental reporting is required because the
environmental impacts of the Proposed Transaction fall below the
thresholds established in 49 CFR 1105.7(e)(4) and (5). (Appl. 2, 33.)
Historic Preservation Impacts. Applicants state that no historic
report is required under 49 CFR 1105.8, as the Proposed Transaction is
for the purpose of continued rail operations and Applicants have no
plans to dispose of or alter properties subject to the Board's
jurisdiction that are 50 years old or older. (Appl. 2, 38.)
Labor Impacts. Applicants state that Iowa Northern currently
employs 83 craft employees. (Id., Ex. 15 at 31.) According to
Applicants, while some positions may be relocated or modified to permit
various efficiencies and service improvements, all Iowa Northern craft
employees will be retained to maintain and expand operations. (Id.)
Applicants further assert that the Board's standard labor protection
conditions have been exceeded by employees being offered substantial
retention bonuses, in addition to continuation of existing compensation
and benefit levels. (Id.)
Notwithstanding the above, however, Applicants state that they
agree to imposition of labor conditions in accordance with New York
Dock Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C.
60 (1979), aff'd sub nom. New York Dock Railway v. United States, 609
F.2d 83 (2d Cir. 1979). (Appl., Ex. 15 at 31-32.)
Related Filings. Two verified notices of exemption were filed in
connection with the Proposed Transaction.\4\ Applicants state that the
requests are for mutual trackage rights between Iowa Northern and CCP,
and that the proposed trackage rights are intended to give the combined
CN-Iowa Northern maximum operational flexibility by allowing those
carriers to operate trains with their own crews over each other's track
in Iowa. (Appl. 2.)
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\4\ Also, on January 30, 2024, Applicants filed a motion for
protective order in Docket No. FD 36744, which was granted by
decision served on February 8, 2024.
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CCP Acquisition of Trackage Rights. In Docket No. FD 36744 \5\
(Sub-No. 1), CCP seeks overhead and limited local trackage rights from
Iowa Northern, pursuant to 49 CFR 1180.2(d)(7), for a rail line
extending between IANR milepost 157.5 at Cedar Falls Junction in Cedar
Falls and IANR milepost 225.8 at Manly Yard in Manly, a distance of
approximately 68.3 miles. CCP states that the proposed trackage rights
arrangement would not be consummated until and unless CN acquires
control of Iowa Northern pursuant to approval by the Board of the
Proposed Transaction. CCP states that employees would be protected by
the conditions set forth in Norfolk & Western Railway--Trackage
Rights--Burlington Northern, Inc., 354 I.C.C. 605 (1978), as modified
in Mendocino Coast Railway--Lease & Operate--California Western
Railroad, 360 I.C.C. 653 (1980).
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\5\ This decision embraces the following dockets: Chicago,
Central & Pacific Railroad--Trackage Rights Exemption--Iowa Northern
Railway, Docket No. FD 36744 (Sub-No. 1), and Iowa Northern
Railway--Trackage Rights Exemption--Chicago, Central & Pacific
Railroad, Docket No. FD 36744 (Sub-No. 2).
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Iowa Northern Acquisition of Trackage Rights. In Docket No. FD
36744 (Sub-No. 2), Iowa Northern seeks overhead and limited local
trackage rights from CCP for: (1) rail extending from CCP milepost
275.8 at Waterloo east to CCP milepost 183.0 at Dubuque, a distance of
approximately 92.8 miles; (2) rail extending from CCP milepost 275.8 at
Waterloo west to CCP milepost 381.2 at Tara, Iowa, a distance of
approximately 105.4 miles; and (3) an approximately 2.7-mile connecting
track at Waterloo. In total, the lines consist of approximately 200.9
miles. Iowa Northern states that the proposed trackage rights
arrangement would not be consummated until and unless CN acquires
control of Iowa Northern pursuant to approval by the Board of the
Proposed Transaction. Iowa Northern states that employees would be
protected by the conditions set forth in Norfolk & Western Railway--
Trackage Rights, 354 I.C.C. 605, as modified in Mendocino Coast
Railway--Lease & Operate, 360 I.C.C. 653.
Primary Application and Related Filings Accepted. The Board finds
that the Proposed Transaction would be a ``minor transaction'' under 49
CFR 1180.2(c), and the Board accepts the Application for consideration
because it is in substantial compliance with the applicable regulations
governing minor transactions. See 49 U.S.C. 11321-26; 49 CFR part 1180.
Additionally, the Board is accepting for consideration the related
verified notices of exemption filed in Docket Nos. FD 36744 (Sub-No. 1)
and FD 36744 (Sub-No. 2), which are also in compliance with the
applicable regulations. The Board reserves the right to require the
filing of supplemental information as necessary to complete the record.
When a transaction does not involve the merger or control of two or
more Class I railroads, the Board's treatment differs depending upon
whether the transaction would have ``regional or national
transportation significance.'' 49 U.S.C. 11325. Under 49 CFR 1180.2, a
transaction that does not involve two or more Class I railroads is to
be classified as ``minor''--and thus not having regional or national
transportation significance--if a determination can be made that
either: (1) the transaction clearly will not have any anticompetitive
effects; or (2) any anticompetitive effects of the transaction will
clearly be outweighed by the transaction's anticipated contribution to
the public interest in meeting significant transportation needs. A
transaction not involving the control or merger of two or more Class I
railroads is to be classified as ``significant'' if neither of these
determinations can be made.
The Board finds the Proposed Transaction to be a ``minor
transaction'' because it appears from the face of the Application that
the efficiency and other public interest benefits would clearly
outweigh whatever anticompetitive effects may exist. As discussed in
the Application, Iowa Northern shippers could benefit from operational
efficiencies and access to markets through single-line service on the
combined CN-Iowa Northern system. (See Appl. 7, 14.) The Proposed
Transaction, if approved and implemented, could also provide a firm
financial foundation for a combined CN-Iowa Northern to provide safe,
reliable local service to customers in Iowa. (See id. at 7, 15.) In
addition, Iowa Northern customers could benefit from access to a
broader range of railroad equipment and improved equipment utilization.
(See id. at 15.)
Further, the Proposed Transaction does not appear to pose any
significant anticompetitive effects. The Application indicates that the
Proposed Transaction would not result in any two-to-one customer
stations (although, as Applicants acknowledge, there are three
potential three-to-two customer stations). (Id. at 4, 6, 18; id., App.
B, V.S. Hunt 6 & Ex. 6-1.) Additionally, CN has made a gateway
commitment to ensure that Iowa Northern customers would
[[Page 14922]]
continue to have access to interline options on commercially reasonable
terms. (Id. at 7). See also Canadian Nat'l Ry.--Control--EJ&E W. Co.,
FD 35087, slip op. at 10 (STB served Nov. 26, 2007) (designating
transaction as minor where, among other things, Applicants committed to
protecting interline options with other carriers through an open
gateway commitment). Specifically, CN represents that it ``will commit
to the Board and to Iowa Northern customers that, if the Proposed
Transaction is approved, CN would provide Iowa Northern-served
customers with commercially reasonable rates and service for interline
traffic with rail carriers other than CN,'' and that such commitment
would apply equally both to traffic that originates and terminates on
Iowa Northern's lines. (Appl. 7.) CN has also committed to maintain
existing carrier access to locations in current CN and Iowa Northern
voluntary reciprocal switch tariffs. (Id.)
For these reasons, based on the information provided in the
Application, the Board finds the Proposed Transaction to be a minor
transaction under 49 CFR 1180.2(c). The Board emphasizes that this is
not a final determination and may be rebutted by subsequent filings and
evidence submitted into the record for this proceeding. Further, this
determination should not be read to mean that the Proposed Transaction
is insignificant or of little importance. Indeed, after the record is
fully developed, the Board will conduct a careful review before making
a final determination as to whether the Proposed Transaction would
substantially lessen competition, create a monopoly, or restrain trade,
and whether any anticompetitive effects would be outweighed by the
public interest. See 49 U.S.C. 11324(d)(1)-(2). The Board may also
consider imposing conditions on the Proposed Transaction.
Procedural Schedule. The Board has considered Applicants' motion
for a procedural schedule, filed January 30, 2024. Any person who
wishes to participate in this proceeding as a Party of Record must file
a notice of intent to participate no later than March 15, 2024; all
comments, protests, requests for conditions, and any other evidence and
argument in opposition to the Application, including filings by DOJ and
DOT, must be filed by April 1, 2024; and responses to comments,
protests, requests for conditions, and other opposition on the
transportation merits of the Transaction must be filed by May 1, 2024.
The Board is required to issue ``a final decision by the 45th day after
the date on which it concludes the evidentiary proceedings,'' 49 U.S.C.
11325(d)(2), and will do so here.\6\ The adopted procedural schedule is
in the Appendix to this decision.
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\6\ This notice will be published in the Federal Register on
February 29, 2024, and all subsequent deadlines will be calculated
from this date. Deadlines for filings are calculated in accordance
with 49 CFR 1104.7(a).
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Notice of Intent to Participate. Any person who wishes to
participate in this proceeding as a Party of Record must file with the
Board, no later than March 15, 2024, a notice of intent to participate,
accompanied by a certificate of service indicating that the notice has
been properly served on the Secretary of Transportation, the Attorney
General of the United States, and Applicants' representatives.
If a request is made in the notice of intent to participate to have
more than one name added to the service list as a Party of Record
representing a particular entity, the extra name(s) will be added to
the service list as a ``Non-Party.'' Any person designated as a Non-
Party will receive copies of Board decisions, orders, and notices but
not copies of official filings. Persons seeking to change their status
must accompany that request with a written certification that he or she
has complied with the service requirements set forth at 49 CFR 1180.4
and any other requirements set forth in this decision.
Service on Parties of Record. Each Party of Record will be required
to serve upon all other Parties of Record, within 10 days of the
service date of this decision, copies of all filings previously
submitted by that party (to the extent such filings have not previously
been served upon such other parties). Each Party of Record will also be
required to file with the Board, within 10 days of the service date of
this decision, a certificate of service indicating that the service
required by the preceding sentence has been accomplished. Every filing
made by a Party of Record after the service date of this decision must
have its own certificate of service indicating that all Parties of
Record on the service list have been served with a copy of the filing.
Members of the United States Congress and Governors are not Parties of
Record and need not be served with copies of filings, unless any Member
or Governor has requested to be, and is designated as, a Party of
Record.
Service of Decisions, Orders, and Notices. The Board will serve
copies of its decisions, orders, and notices on those persons who are
designated on the official service list as a Party of Record or Non-
Party. All other interested persons are encouraged to obtain copies of
decisions, orders, and notices via the Board's website at www.stb.gov.
Access to Filings. Under the Board's rules, any document filed with
the Board (including applications, pleadings, etc.) shall be promptly
furnished to interested persons on request, unless subject to a
protective order. 49 CFR 1180.4(a)(3). The Application and other
filings in this proceeding will be furnished to interested persons upon
request and will also be available on the Board's website at
www.stb.gov.\7\ In addition, the Application may be obtained from
Applicants' representatives at the addresses indicated above.
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\7\ Applicants have submitted a public version and highly
confidential version of the Application. The public version is
available on the Board's website. The highly confidential version
may be obtained from the Applicants' representatives subject to the
provisions of the protective order issued by the Board on February
8, 2024.
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This action will not significantly affect either the quality of the
human environment or the conservation of energy resources.
It is ordered:
1. The application filed in Docket No. FD 36744 is accepted for
consideration and the related verified notices of exemption filed in
Docket Nos. FD 36744 (Sub-No. 1) and FD 36744 (Sub-No. 2) are accepted
for consideration.
2. The parties to this proceeding must comply with the procedural
schedule shown in the Appendix to this decision and the procedural
requirements described in this decision.
3. This decision is effective on February 29, 2024.
Decided: February 26, 2024.
By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and
Schultz.
Eden Besera,
Clearance Clerk.
Appendix
Procedural Schedule
January 30, 2024--Application filed.
February 29, 2024--Board notice of acceptance of Application served.
March 15, 2024--Notices of intent to participate in this proceeding
due.
April 1, 2024--All comments, protests, requests for conditions, and
any other evidence and argument in opposition to the Application,
including filings of DOJ and DOT, due.
May 1, 2024--Responses to comments, protests, requests for
conditions, and other opposition due. Rebuttal in support of the
Application due.
June 13, 2024--Record closes.
July 26, 2024--Date by which a final decision will be served.
[[Page 14923]]
August 25, 2024 \8\--Board's decision becomes effective.
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\8\ The final decision will become effective 30 days after it is
served.
[FR Doc. 2024-04271 Filed 2-28-24; 8:45 am]
BILLING CODE 4915-01-P