[Federal Register Volume 90, Number 94 (Friday, May 16, 2025)]
[Notices]
[Pages 21103-21104]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-08692]
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SURFACE TRANSPORTATION BOARD
[Docket No. FD 36855]
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--Minnesota Commercial Railway Co.
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 Minnesota
Commercial Railway Company (MNNR). MNNR is a Class III rail carrier
that owns, leases, or operates approximately 86 miles of rail line in
and around the Twin Cities of Minneapolis and St. Paul, Minn.\1\
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\1\ MNNR is currently controlled by The Rebecca G. Gohmann
Trust.
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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 13 Class III rail carriers in
the eastern United States.\2\
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\2\ Those carriers, and the states in which they operate, are:
(1) Carolina Coastal Railway, Inc. (North Carolina and South
Carolina); (2) Cincinnati Eastern Railroad LLC (Ohio); (3) East Penn
Railroad, LLC (Delaware and Pennsylvania); (4) Effingham Railroad
Company (Illinois); (5) Florida Central Railroad Company, Inc.
(Florida); (6) Florida Midland Railroad Company, Inc. (Florida); (7)
Florida Northern Railroad Company, Inc. (Florida); (8) Illinois
Western Railroad Company (Illinois); (9) Indiana Eastern Railroad,
LLC (Indiana); (10) Middletown & New Jersey Railroad, LLC (New
York); (11) Port Manatee Railroad LLC (Florida); (12) South Point &
Ohio Railroad, Inc. (Ohio); (13) Tyburn Railroad LLC (Pennsylvania).
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Pursuant to a stock purchase agreement, Regional Rail proposes to
acquire all the existing equity interest of MNNR and assume direct
control of that carrier.\3\ 3i RR would assume indirect control of
MNNR. The verified notice further states that no significant changes in
the rail services currently provided by MNNR 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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\3\ 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 MNNR
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 June 1, 2025, 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
[[Page 21104]]
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 May 23, 2025.
All pleadings, referring to Docket No. FD 36855, 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: May 9, 2025.
By the Board, Scott M. Zimmerman, Acting Director, Office of
Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2025-08692 Filed 5-15-25; 8:45 am]
BILLING CODE 4915-01-P