[Federal Register Volume 77, Number 100 (Wednesday, May 23, 2012)]
[Notices]
[Page 30589]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-12511]
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DEPARTMENT OF TRANSPORTATION
Surface Transportation Board
[Docket No. FD 35622]
SteelRiver Infrastructure Partners LP, SteelRiver Infrastructure
Associates LLC, SteelRiver Infrastructure Fund North America LP, and
Patriot Funding LLC--Control Exemption--Patriot Rail Corp., et al.
SteelRiver Infrastructure Partners LP (SRIP LP), SteelRiver
Infrastructure Associates LLC (SRIA LLC), SteelRiver Infrastructure
Fund North America LP (SRIFNA LP), and Patriot Funding LLC (Patriot
Funding) have filed a verified notice of exemption to acquire control
of Patriot Rail Corp. (Patriot) and its rail carrier subsidiaries.
The proposed transaction is scheduled to be consummated on or after
June 6, 2012 (30 days after the notice of exemption was filed).
Patriot Funding and Patriot Rail Holdings LLC, owner of Patriot,
entered a Stock Purchase Agreement (the Agreement) dated May 4, 2012.
Under the Agreement, Patriot Funding will acquire all of the common
stock of Patriot from Patriot Rail Holdings LLC, and thereby indirect
control of the railroad subsidiaries of Patriot.
Patriot is a noncarrier holding company that controls the following
13 Class III railroads (together, Subsidiary Railroads): (1) Tennessee
Southern Railroad Company (TSRR); (2) Rarus Railway Company; (3) Utah
Central Railway Company; (4) Sacramento Valley Railroad, Inc.; (5) The
Louisiana and North West Railroad Company LLC; (6) Temple & Central
Texas Railway, Inc.; (7) Piedmont & Northern Railway, Inc.; (8)
Columbia & Cowlitz Railway, LLC; (9) DeQueen and Eastern Railroad, LLC;
(10) Golden Triangle Railroad, LLC; (11) Patriot Woods Railroad, LLC;
(12) Texas, Oklahoma & Eastern Railroad, LLC; and (13) Mississippi &
Skuna Valley Railroad, LLC. On April 27, 2012, Kingman Terminal
Railroad, LLC (KTRR) filed a notice of exemption to operate over about
3 miles of railroad owned by the Kingman Airport Authority, Inc.,
located in Mojave County, Ariz.\1\ Concurrently, a notice of exemption
was filed by TSRR, Patriot Rail, LLC, Patriot Rail Holdings, LLC, and
Patriot to continue in control of KTRR once it becomes a railroad.\2\
KTRR intends to commence railroad operations and TSRR, et al., intend
to continue in control of KTRR prior to Patriot Funding's acquisition
of control of Patriot. Therefore, because Patriot Funding, SRIFNA LP,
SRIA LLC, and SRIP LP are seeking authority to control Patriot, they
also seek authority to control KTRR.
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\1\ Kingman Terminal R.R.--Operation Exemption--Kingman Airport
Auth., FD 35618 (STB served May 11, 2012).
\2\ Tenn. S. R.R., Patriot Rail, LLC, Patriot Rail Holdings LLC,
and Patriot Rail Corp.--Continuance In Control Exemption--Kingman
Terminal R.R., FD 35619 (STB served May 11, 2012).
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Patriot Funding is 100% owned by SRIFNA LP. SRIFNA LP is a limited
partnership and its general partner is SRIA LLC, which is 100% owned by
SRIP LP. Patriot Funding, SRIFNA LP, SRIA LLC, and SRIP LP are
noncarriers. None of these entities controls any railroads and none is
commonly controlled with any railroads.
Applicants represent that: (1) The Subsidiary Railroads and KTRR do
not connect with any Patriot Funding, SRIFNA LP, SRIA LLC, and SRIP LP
railroads; (2) the proposed transaction is not part of a series of
anticipated transactions to connect the Subsidiary Railroads and KTRR
with any railroads in the corporate family of Patriot Funding, SRIFNA
LP, SRIA LLC, and SRIP LP; and (3) the proposed 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). Applicants state that the purpose of the
transaction is to promote the investment objectives of Patriot Funding,
SRIFNA LP, SRIA LLC, and SRIP LP and to improve the Subsidiary
Railroads' and KTRR's efficiency, financial strength, and ability to
meet the needs of shippers.
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 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 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 to stay must be filed by May 30, 2012 (at least
seven days before the exemption becomes effective).
An original and ten copies of all pleadings, referring to Docket
No. FD 35622 must be filed with the Surface Transportation Board, 395 E
Street SW., Washington, DC 20423-0001. In addition, a copy of each
pleading must be served on: Ahren S. Tryon, Cozen O'Connor; 1627 I
Street NW., Suite 1100, Washington, DC 20006.
Board decisions and notices are available on our Web site at:
www.stb.dot.gov.
Decided: May 17, 2012.
By the Board, Rachel D. Campbell, Director, Office of
Proceedings.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2012-12511 Filed 5-22-12; 8:45 am]
BILLING CODE 4915-01-P