[Federal Register Volume 89, Number 42 (Friday, March 1, 2024)]
[Notices]
[Pages 15253-15254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-04340]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36760]


Gulf & Atlantic Railways, LLC--Intra-Corporate Family Transaction 
Exemption--Chesapeake and Indiana Railroad Company, LLC and Northern 
Indiana Railroad Company, LLC

    Gulf & Atlantic Railways, LLC (G&A), has filed a verified notice of 
exemption for an intra-corporate family transaction under 49 CFR 
1180.2(d)(3), for the benefit of Chesapeake and Indiana Railroad 
Company, LLC (CKIN), and Northern Indiana Railroad Company, LLC (NIRC), 
both Class III railroads. G&A seeks authority for an intra-corporate 
family transaction pursuant to which CKIN and NIRC will merge, with 
CKIN the surviving carrier. CKIN and NIRC are controlled directly by 
G&A and indirectly by Macquarie Infrastructure Partners V GP, LLC, a 
Macquarie Infrastructure Partners V fund vehicle, and MIP V Rail, 
LLC.\1\
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    \1\ G&A is an affiliate of Macquarie Infrastructure Partners V 
GP, LLC. See Macquarie Infra. Partners V GP, LLC--Control 
Exemption--Camp Chase Rail, LLC, FD 36685 (STB served Apr. 7, 2023); 
Macquarie Infra. Partners V GP, LLC--Control Exemption--N. Ind. 
R.R., FD 36729 (STB served Dec. 22, 2023).
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    According to the verified notice, NIRC owns 32.97 miles of rail 
line in Indiana but has never conducted freight rail operations on the 
line, has no rail employees, and does not own or lease any rolling 
stock. The verified notice states that CKIN currently leases and 
operates 27.52 miles of NIRC's rail line.\2\ Following the merger, the 
lease agreement will terminate, and NIRC's separate corporate existence 
will cease. G&A states that the proposed merger of CKIN and NIRC will 
consolidate ownership and operation of the NIRC line in a single 
entity, simplify G&A's corporate structure, promote efficient 
management, and eliminate the need to maintain the current lease 
arrangement between NIRC and CKIN. According to the verified notice, 
CKIN will continue to operate the NIRC line in the same manner it does 
today.
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    \2\ The verified notice states that CKIN discontinued service 
over the remaining 5.45-mile segment of NIRC's line in 2017. See 
Chesapeake & Ind. R.R.--Discontinuance of Service Exemption--in 
Starke Cnty., Ind., AB 1259X (STB served Nov. 28, 2017).
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    G&A states that the plan of merger that will govern the proposed 
transaction does not include any provision that would limit the future 
interchange of traffic with any third-party connecting carrier, nor is 
NIRC's

[[Page 15254]]

line subject to any existing agreement that imposes such a 
restriction.\3\
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    \3\ G&A filed with its verified notice an unexecuted copy of the 
agreement and plan of merger.
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    The verified notice states that following the proposed transaction, 
CKIN will continue to operate the 27.52-mile NIRC line in the same 
manner as it does today and that the transaction will not result in 
adverse changes in service levels, significant operational changes, or 
a change in the competitive balance with carriers outside the corporate 
family. Therefore, the transaction is exempt from the prior approval 
requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(3).
    Unless stayed, the exemption will be effective on March 21, 2024 
(30 days after the verified notice was filed). The verified notice 
states that G&A, CKIN, and NIRC intend to consummate the proposed 
transaction as soon as practicable after the effective date of the 
exemption.
    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 March 14, 
2024 (at least seven days before the exemption becomes effective).
    All pleadings, referring to Docket No. FD 36760, must be filed with 
the Surface Transportation Board 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 G&A's 
representative, Terrance M. Hynes, Sidley Austin LLP, 1501 K Street NW, 
Washington, DC 20005.
    According to G&A, this action is categorically excluded from 
environmental review under 49 CFR 1105.6(c) and historic reporting 
under 49 CFR 1105.8(b).
    Board decisions and notices are available at www.stb.gov.

    Decided: February 26, 2024.

    By the Board, Mai T. Dinh, Director, Office of Proceedings.
Tammy Lowery,
Clearance Clerk.
[FR Doc. 2024-04340 Filed 2-29-24; 8:45 am]
BILLING CODE 4915-01-P