[Federal Register Volume 89, Number 182 (Thursday, September 19, 2024)]
[Notices]
[Page 76911]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-21459]



[[Page 76911]]

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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36802]


Macquarie Infrastructure Partners V GP, LLC, et al.--Control 
Exemption--Hondo Railway, LLC

    Macquarie Infrastructure Partners V GP, LLC (MIP GP), a noncarrier, 
filed on behalf of Macquarie Infrastructure Partners V fund vehicle 
(MIP V), MIP V Rail, LLC (MIP Rail), Pinsly Holdco, LLC, and Pinsly 
Railroad Company, LLC (Pinsly),\1\ all noncarriers, a verified notice 
of exemption under 49 CFR 1180.2(d)(2) to acquire control of Hondo 
Railway, LLC (HRC), a Class III railroad currently owned by Mark 
Holland and Donald Lee.\2\
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    \1\ The verified notice of exemption states that on May 1, 2024, 
Gulf & Atlantic Railways, LLC, was renamed Pinsly Railroad Company, 
LLC.
    Pinsly is wholly owned by Pinsly Holdco, LLC, which is wholly 
owned by MIP Rail, which is wholly owned, indirectly, by MIP V, 
which is controlled by MIP GP. According to the verified notice of 
exemption, as part of the overall transaction in this docket, Pinsly 
Holdco, LLC, a new noncarrier holding company will be placed between 
Pinsly and MIP Rail in the chain of control. The verified notice 
states that, ``[b]ecause the inclusion of such an intermediate 
subsidiary does not constitute a change of control, no Board 
approval is required.'' (Verified Notice 2 n.1 (citing Hainesport 
Transp. Grp., LLC--Corp. Fam. Transaction Exemption, FD 36184, slip 
op. at 1 (STB served May 24, 2018).)
    \2\ HRC leases and operates approximately 13,200 feet of track 
in the vicinity of Hondo in Medina County, Tex. Hondo Ry.--Lease & 
Operation Exemption--Rail Line of S. Tex. Liquid Terminal, Inc., FD 
34901 (STB served Aug. 16, 2006). In a concurrently filed notice of 
exemption in Hondo Railway--Acquisition Exemption--Rail Line of 
South Texas Liquid Terminal, Inc., Docket No. FD 36803, HRC seeks to 
convert its lease into fee ownership.
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    The verified notice states that, pursuant to an agreement dated 
August 27, 2024,\3\ Pinsly has agreed to acquire 100% of the equity 
interests of HRC. According to the verified notice, currently, Pinsly 
directly controls, and MIP GP, MIP V, MIP Rail, and Pinsley Holdco, 
LLC, indirectly control, six rail common carriers: Grenada Railroad, 
LLC; Florida Gulf & Atlantic Railroad, LLC; Camp Chase Rail, LLC; 
Chesapeake and Indiana Railroad, LLC; Vermilion Valley Railroad 
Company, LLC; and Pioneer Valley Railroad Company, LLC.
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    \3\ Public and confidential versions of the agreement were filed 
with the verified notice. The confidential version was submitted 
under seal concurrently with a motion for protective order, which 
was granted on September 10, 2024.
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    MIP GP states that: (1) the line over which HRC operates does not 
connect with any of the railroads that would be in the same corporate 
family following the transaction; (2) the proposed transaction is not 
part of a series of anticipated transactions that would connect HRC 
with any railroad in the corporate family; and (3) the transaction does 
not involve a Class I rail carrier. Therefore, the proposed transaction 
is exempt from the prior approval requirements of 49 U.S.C. 11323. See 
49 CFR 1180.2(d)(2).
    The effective date of the exemption will be established in a 
separate decision.\4\
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    \4\ The verified notice was initially submitted on August 28, 
2024. MIP GP filed supplements on September 10 and September 11, 
2024. September 11, 2024, therefore, is considered the filing date 
for the purpose of calculating the effective date of the exemption. 
MIP GP, however, has requested that the effective date be advanced 
to no later than September 30, 2024, to avoid complications with 
respect to the closing of the transaction. This request will be 
addressed in a separate decision.
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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. 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 to stay must be filed no later than September 23, 
2024.
    All pleadings, referring to Docket No. FD 36802, 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, a copy of each pleading must be served on MIP 
GP's representative, Terence M. Hynes, Sidley Austin LLP, 1501 K Street 
NW, Washington, DC 20005.
    According to MIP GP, this action is categorically excluded from 
environmental review under 49 CFR 1105.6(c) and from historic 
preservation reporting requirements under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.
    Decided: September 16, 2024.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Brendetta Jones,
Clearance Clerk.
[FR Doc. 2024-21459 Filed 9-18-24; 8:45 am]
BILLING CODE 4915-01-P