[Federal Register Volume 75, Number 235 (Wednesday, December 8, 2010)]
[Notices]
[Page 76520]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-30815]



[[Page 76520]]

-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35449]


Tennessee Southern Railroad Company, Patriot Rail, LLC, Patriot 
Rail Holdings LLC, and Patriot Rail Corp.--Corporate Family Transaction 
Exemption--Sacramento Valley Railroad, LLC and Piedmont & Northern 
Railway, LLC

    Tennessee Southern Railroad Company (TSRR), Patriot Rail, LLC (PRL) 
and its subsidiaries, Patriot Rail Holdings LLC (PRH) and Patriot Rail 
Corp. (Patriot) (collectively parties) have filed a verified notice of 
exemption under 49 CFR 1180.2(d)(3) for a transaction within a 
corporate family. PRL proposes to restructure its corporate family by 
converting two of its subsidiaries from corporations into limited 
liability companies: (1) Sacramento Valley Railroad, Inc. (SAVRC) will 
become Sacramento Valley Railroad, LLC (SAVRLLC), and (2) Piedmont & 
Northern Railway, Inc. (PNRC) will become Piedmont & Northern Railway, 
LLC (PNRLLC).
    PRL directly controls noncarrier PRH, which in turn directly 
controls noncarrier Patriot. Patriot directly controls the following 
class III railroads: (1) TSRR; (2) Rarus Railway Company; (3) Utah 
Central Railway Company; (4) SAVRC; (5) Louisiana and North West 
Railroad Company LLC; (6) Temple & Central Texas Railway, Inc.; and (7) 
PNRC. TSRR does not control any railroads.\1\ However, after SAVRC and 
PNRC are converted to SAVRLLC and PNRLLC, direct control of SAVRLLC and 
PNRLLC will be transferred from Patriot to TSRR. PRL, PRH, and Patriot 
will indirectly control SAVRLLC and PNRLLC through TSRR. The proposed 
transaction will allow PRL and the corporate family to make use of 
certain tax benefits as a result of the restructuring, without 
affecting operations or service.
---------------------------------------------------------------------------

    \1\ On October 21, 2010, the parties filed a notice of exemption 
to continue in control of six railroads once they acquired certain 
rail assets from Weyerhaeuser N R Company and its railroad 
subsidiaries. See Docket No. FD 35425, Tenn. S. R.R.--Continuance in 
Control Exemption--Columbia & Cowlitz Ry. Notice of the exemption 
was served on November 12, 2010, and published in the Federal 
Register on November 16, 2010. Closing of this transaction is 
scheduled for December 21, 2010 (75 FR 70076-77).
---------------------------------------------------------------------------

    The exemption will be effective on December 22, 2010.
    This is a transaction within a corporate family of the type 
exempted from prior review and approval under 49 CFR 1180.2(d)(3). The 
parties state that the transaction will not result in adverse changes 
in service levels, significant operational changes, or changes in the 
competitive balance with carriers outside the corporate family.
    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 Sec. Sec.  
11324 and 11325 that involve only Class III rail carriers. Accordingly, 
the Board may not impose labor protective conditions here, because all 
of the carriers involved are Class III rail carriers.
    If the 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 transaction. Petitions for stay 
will be due no later than December 15, 2010 (at least 7 days before the 
effective date of the exemption).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35449 must be filed with the Surface Transportation Board, 395 E 
Street, SW., Washington, DC 20423-0001. In addition, one copy of each 
pleading must be served on parties' representative, Louis E. Gitomer, 
600 Baltimore Ave., Suite 301, Towson, MD 21204.
    Board decisions and notices are available on our Web site at http://www.stb.dot.gov.

    Decided: December 2, 2010.

    By the Board.
Rachel D. Campbell,
Director, Office of Proceedings.

Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2010-30815 Filed 12-7-10; 8:45 am]
BILLING CODE 4915-01-P