80 FR 81879 - Fortress Investment Group LLC-Continuance in Control Exemption-Ohio River Partners LLC

DEPARTMENT OF TRANSPORTATION
Surface Transportation Board

Federal Register Volume 80, Issue 251 (December 31, 2015)

[Federal Register Volume 80, Number 251 (Thursday, December 31, 2015)]
[Notices]
[Page 81879]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-32961]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. FD 35985]


Fortress Investment Group LLC--Continuance in Control Exemption--
Ohio River Partners LLC

    Fortress Investment Group LLC (Fortress) has filed a verified 
notice of exemption pursuant to 49 CFR 1180.2(d)(2) for the benefit of 
Fortress Transportation and Infrastructure Investors LLC (FTAI), which 
is managed by an affiliate of Fortress, to continue in control of Ohio 
River Partners LLC (ORP), a noncarrier, upon ORP becoming a Class III 
rail carrier.
    This transaction is related to a concurrently filed verified notice 
of exemption in Ohio River Partners LLC--Acquisition & Operation 
Exemption--Hannibal Development, LLC, Docket No. FD 35984, wherein ORP 
seeks Board approval under 49 CFR 1150.31 to acquire and operate a line 
of railroad, known as the Omal Secondary Track, that extends between 
milepost 60.5 at or near Powhatan Point and milepost 72.7 at or near 
Hannibal, a distance of 12.2 miles in Monroe County, Ohio (the Line). 
ORP, a Delaware limited liability company, is controlled by Ohio River 
Partners Shareholder LLC, a Delaware limited liability company 
(ORPS).\1\ ORPS is indirectly owned and controlled by FTAI, which is 
managed by an affiliate of Fortress.
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    \1\ Upon consummation of the proposed transaction, ORPS will own 
a 75% interest in ORP. The remaining 25% interest in ORP will be 
held by Hannibal Development, LLC, which currently owns the rail 
line that is the subject of ORP's verified notice of exemption in 
Docket No. FD 35984.
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    The parties intend to consummate the proposed transaction as soon 
as practicable after the effective date of this notice of exemption and 
the concurrent notice of exemption filed in Docket No. FD 35984.
    Two other rail carriers subject to the Board's jurisdiction, 
Florida East Coast Railway, L.L.C. (FECR) and Central Maine & Quebec 
Railway US Inc. (CMQR), are currently controlled by companies managed 
by affiliates of Fortress.\2\ FECR, a Class II carrier operates 
approximately 350 miles of rail lines in the State of Florida extending 
between Jacksonville and the Miami metropolitan area. CMQR, a Class III 
carrier, operates approximately 244 miles of rail lines in the States 
of Maine and Vermont.
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    \2\ FECR is currently owned by FECR Rail Holding LLC, which is, 
in turn, owned by investment funds managed by an affiliate of 
Fortress. CMQR is a subsidiary of Rail Acquisition Holdings LLC, a 
Delaware limited liability company, which is, in turn, owned by 
FTAI.
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    Fortress represents that: (1) The rail lines operated by FECR and 
CMQR do not connect with each other, nor do they connect with the Line 
that ORP proposes to acquire and operate in Docket No. FD 35984; (2) 
the transaction that is the subject of Docket No. FD 35984 is not part 
of a series of anticipated transactions that would connect the Line 
that ORP proposes to acquire with the lines of any other rail carrier 
owned by Fortress, any affiliate of Fortress, or any investment fund or 
entity managed by an affiliate of Fortress; \3\ and (3) ORP, CMQR, and 
FECR are not Class I carriers. Therefore, the transaction is exempt 
from the prior approval requirements of 49 U.S.C. 11323. See 49 CFR 
1180.2(d)(2).
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    \3\ Fortress' representation concerning Docket No. FD 35984 is 
sufficient for purposes of the continuance in control exemption 
sought here through 49 CFR 1180.2(d)(2) given that the two 
transactions are so closely related.
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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. As a condition to the use of 
this exemption, any employees adversely affected by this transaction 
will be protected by the conditions set forth in Wisconsin Central 
Ltd.--Acquisition Exemption--Lines of Union Pacific Railroad, 2 S.T.B. 
218 (1997).
    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 effectiveness of the exemption. 
Petitions for stay must be filed no later than January 8, 2016.
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 35985, 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 Terence M. Hynes, Sidley Austin LLP, 1501 K 
Street NW., Washington, DC 20005.
    Board decisions and notices are available on our Web site at 
WWW.STB.DOT.GOV.

    Decided: December 23, 2015.

    By the Board, Julia M. Farr, Acting Director, Office of 
Proceedings.
Raina S. Contee,
Clearance Clerk.
[FR Doc. 2015-32961 Filed 12-30-15; 8:45 am]
BILLING CODE 4915-01-P