[Federal Register Volume 89, Number 116 (Friday, June 14, 2024)]
[Notices]
[Pages 50662-50663]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-13167]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36783]


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--Cincinnati 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 Cincinnati 
Eastern Railroad, LLC (CCET II). CCET II will be the successor to CCET 
LLC (CCET I), a Class III rail carrier that operates approximately 
69.45 miles of rail line in Ohio under lease from Norfolk Southern 
Railway Company.
    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 currently 
directly controls, and 3i RR indirectly controls, twelve other 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) Effingham Railroad Company (Illinois); (4) Florida Central 
Railroad Company, Inc. (Florida); (5) Florida Midland Railroad 
Company, Inc. (Florida); (6) Florida Northern Railroad Company, Inc. 
(Florida); (7) Illinois Western Railroad Company (Illinois); (8) 
Indiana Eastern Railroad, LLC (Indiana and Ohio); (9) Middletown & 
New Jersey Railroad, LLC (New York); (10) Port Manatee Railroad LLC 
(Florida); (11) Tyburn Railroad LLC (Pennsylvania); and (12) South 
Point & Ohio Railroad, Inc. (Ohio).
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    The proposed transaction is related to Paul Didelius & CCET LLC--
Intra-Corporate Family Transaction Exemption--Cincinnati Eastern 
Railroad, Docket No. FD 36782, in which CCET I and Paul Didelius 
(Didelius), who currently controls CCET I, have concurrently filed a 
verified notice of exemption for an intra-corporate family transaction 
for CCET I to merge into CCET II, with CCET II as the surviving entity.
    According to the verified notice, pursuant to a membership interest 
purchase agreement to be entered into by Regional Rail, CCET I and CCET 
I's current owners, Regional Rail proposes to acquire all the existing 
equity interest of CCET II once it has been created and merged with 
CCET I.\2\ Regional Rail would assume direct control of CCET II and 3i 
RR would assume indirect control of CCET II. The verified notice 
further states that no significant changes in the rail services 
currently provided by CCET I 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 CCET 
II do not connect with the lines of the rail carriers currently 
controlled by 3i RR and

[[Page 50663]]

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 June 30, 2024, 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. Accordingly, 
the Board may not impose labor protective conditions here because all 
the carriers involved are Class III rail carriers.
    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 June 21, 
2024.
    All pleadings, referring to Docket No. FD 36783, 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: June 11, 2024.

    By the Board, Mai T. Dinh, Director, Office of Proceedings.
Brendetta Jones,
Clearance Clerk.
[FR Doc. 2024-13167 Filed 6-13-24; 8:45 am]
BILLING CODE 4915-01-P