83 FR 23990 - HGS Railway Holdings, Inc.-Continuance in Control Exemption-HGS-FCR, LLC and HGS-ATN, LLC

SURFACE TRANSPORTATION BOARD

Federal Register Volume 83, Issue 100 (May 23, 2018)

Page Range		23990-23991
FR Document		2018-11054
Federal Register, Volume 83 Issue 100 (Wednesday, May 23, 2018)
[Federal Register Volume 83, Number 100 (Wednesday, May 23, 2018)]
[Notices]
[Pages 23990-23991]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-11054]


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SURFACE TRANSPORTATION BOARD

[Docket No. FD 36180]


HGS Railway Holdings, Inc.--Continuance in Control Exemption--
HGS-FCR, LLC and HGS-ATN, LLC

    HGS Railway Holdings, Inc. (HGS Holdings), has filed a verified 
notice of exemption under 49 CFR 1180.2(d)(2) to continue in control of 
HGS-ATN, LLC (HGS-ATN), and HGS-FCR, LLC (HGS-FCR) (collectively, the 
LLCs), upon HGS-ATN's and HGS-FCR's becoming Class III rail carriers.
    This transaction is related to verified notices of exemption in 
HGS-ATN, LLC--Acquisition Exemption--CSX Transportation, Inc., Docket 
No. FD 36175 and HGS-FCR, LLC--Acquisition Exemption--CSX 
Transportation, Inc., Docket No. FD 36176. In those proceedings, the 
LLCs individually seek authority pursuant to 49 CFR 1150.31 to acquire 
rail lines from CSX Transportation, Inc. (CSXT): HGS-ATN for 
approximately 121 miles of rail line in Alabama, and HGS-FCR for 
approximately 55 miles of rail line in Georgia. The transaction is also 
related to verified notices of exemption in Alabama & Tennessee River 
Railway--Lease & Operation Exemption--HGS-ATN, LLC, Docket No. FD 
36173, and Fulton County Railway--Lease & Operation Exemption--HGS-FCR, 
LLC, Docket No. FD 36174. In those proceedings, Alabama & Tennessee 
River Railway (ATN), and Fulton County Railway, LLC (FCR), seek 
authority to lease and operate over the Alabama and Georgia lines, 
respectively.\1\
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    \1\ By decision served April 13, 2018, the Board held all five 
exemption proceedings in abeyance pending HGS Holdings' filing of 
supplemental information about its corporate family. On April 23, 
2018, HGS Holdings filed a reply and revised notice of exemption. 
The information in that filing is sufficient for the Board to remove 
all five proceedings from abeyance and publish the notices.
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    The earliest this transaction may be consummated is June 6, 2018, 
the effective date of the exemption.
    HGS Holdings is a non-carrier that owns 100 percent of the issued 
and outstanding stock of HGS-ATN and HGS-FCR, two limited liability 
companies and non-carriers that were formed for the purpose of 
acquiring certain lines from CSXT. OmniTrax Holdings Combined, Inc. 
(OmniTRAX), is a non-carrier that controls 18 Class III railroads.\2\ 
HGS Holdings and OmniTRAX share the same address, chief executive 
officer, and additional officials or officers. Together, the two 
companies' holdings appear to encompass the entirety of the rail 
carriers in the corporate family.\3\
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    \2\ OmniTRAX controls the following railroads operating in the 
identified states: ATN (Alabama); FCR (Georgia); Brownsville & Rio 
Grande International Railway, LLC (Texas); Chicago Rail Link, LLC 
(Illinois); Georgia & Florida Railway, LLC (Georgia, Florida); 
Georgia Woodlands Railroad, LLC (Georgia); Great Western Railway of 
Colorado, LLC (Colorado); Illinois Railway, LLC (Illinois); Kettle 
Falls International Railway, LLC (Washington); Manufacturers' 
Junction Railway, LLC (Illinois); Nebraska, Kansas & Colorado 
Railway, LLC (Nebraska, Kansas, Colorado); Newburgh & South Shore 
Railroad, LLC (Ohio); Northern Ohio & Western Railway (Ohio); 
Panhandle Northern Railway, LLC (Texas); Peru Industrial Railroad, 
LLC (Illinois); Sand Springs Railway Company (Oklahoma); Stockton 
Terminal and Eastern Railroad (California); and Central Texas & 
Colorado River Railway, LLC (Texas).
    \3\ HGS Holdings concedes in its April 23, 2018 supplemental 
filing that it and OmniTRAX are under joint managerial and 
operational control because individuals who are officers or 
officials at both companies are able to direct the day-to-day 
operations of the railroad subsidiaries. HGS Holdings is reminded 
that common control can be established due to other factors as well, 
e.g., common ownership. See 49 U.S.C. 11323(b), (c). To the extent 
that any additional rail carriers come under the control of an 
entity with an ownership interest in HGS Holdings or OmniTRAX, prior 
authorization by the Board could be required. Id.
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    HGS Holdings represents that: (1) The rail lines to be owned by 
HGS-ATN are located in Alabama and the rail lines to be owned by HGS-
FCR are located in Atlanta, Ga.; (2) the continuance in control is not 
part of a series of anticipated transactions that would connect the 
rail lines to be operated by HGS-ATN, HGS-FCR, and the 18 railroads in 
the OmniTRAX family; and (3) there are no Class I rail carriers in the 
HGS Holdings/OmniTRAX corporate family. Moreover, the verified notice 
shows that the rail lines to be acquired by HGS-ATN and HGS-FCR do not 
connect with each other or with any railroads in the OmniTRAX family. 
Therefore, the proposed transaction is exempt from the prior approval 
requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(2).
    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 carriers.

[[Page 23991]]

    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. 
Stay petitions must be filed no later than May 30, 2018 (at least seven 
days before the exemption becomes effective).
    An original and 10 copies of all pleadings, referring to Docket No. 
FD 36180 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 Karl Morell, Karl Morell & Associates, 440 
1st Street NW, Suite 440, Washington, DC 20001.
    Board decisions and notices are available on our website at 
WWW.STB.GOV.

    Decided: May 18, 2018.

    By the Board, Scott M. Zimmerman, Acting Director, Office of 
Proceedings.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2018-11054 Filed 5-22-18; 8:45 am]
BILLING CODE 4915-01-P
Federal Register / Vol. 83, No. 100 / Wednesday, May 23, 2018 / Notices 23991

If the notice contains false or appurtenant sidings, and industrial Board decisions and notices are
misleading information, the exemption tracks. available on our website at
is void ab initio. Petitions to revoke the FCR states that in 2004 it entered into WWW.STB.GOV.
exemption under 49 U.S.C. 10502(d) an agreement to lease the Lines from Decided: May 18, 2018.
may be filed at any time. The filing of CSX Transportation, Inc. (CSXT). See By the Board, Scott M. Zimmerman, Acting
a petition to revoke will not Fulton Cty. Ry—Lease & Operation Director, Office of Proceedings.
automatically stay the effectiveness of Exemption—CSX Transp., Inc., FD Jeffrey Herzig,
the exemption. Stay petitions must be 34542 (STB served Oct. 14, 2004). It Clearance Clerk.
filed no later than May 30, 2018 (at least states that HGS–FCR will shortly enter
[FR Doc. 2018–11051 Filed 5–22–18; 8:45 am]
seven days before the exemption into an agreement to acquire the Lines
becomes effective). BILLING CODE 4915–01–P
from CSXT.2 As part of that transaction,
An original and 10 copies of all CSXT will assign the lease of the Lines
pleadings, referring to Docket No. FD by FCR to HGS–FCR. SURFACE TRANSPORTATION BOARD
36180 must be filed with the Surface FCR certifies that its projected annual
Transportation Board, 395 E Street SW, revenues as a result of this transaction
Washington, DC 20423–0001. In [Docket No. FD 36176]
will not result in the creation of a Class
addition, a copy of each pleading must I or Class II rail carrier. FCR further HGS–FCR, LLC—Acquisition
be served on Karl Morell, Karl Morell & certifies that the annual projected Exemption—CSX Transportation, Inc.
Associates, 440 1st Street NW, Suite revenue will exceed $5 million.3 In a
440, Washington, DC 20001. letter filed on March 28, 2018, HGS–FCR, LLC (HGS–FCR), a
Board decisions and notices are supplementing its notice of exemption, noncarrier, has filed a verified notice of
available on our website at FCR certifies that its lease agreement exemption under 49 CFR 1150.31 to
WWW.STB.GOV. with HGS–FCR contains no provisions acquire from CSX Transportation, Inc.
Decided: May 18, 2018. that may limit future interchange with (CSXT) approximately 55 miles of rail
By the Board, Scott M. Zimmerman, Acting a third-party connecting carrier. line in Atlanta, Ga. (the Lines),
Director, Office of Proceedings. FCR states that it expects to extending: (1) From milepost ANO
Jeffrey Herzig, consummate this transaction on or 855.06, V.S. 3 + 30, at Fulco Junction,
Clearance Clerk. shortly after the effective date of the westerly to milepost ANO 858.72, V.S.
exemption. The earliest this transaction 196 + 31; (2) from milepost ANO 858.72,
[FR Doc. 2018–11054 Filed 5–22–18; 8:45 am]
may be consummated is June 6, 2018, V.S. 196 + 31 northeasterly to milepost
BILLING CODE 4915–01–P
the effective date of the exemption. ANO 860.75, V.S. 304 + 70, at the
If the verified notice contains false or northeast end of the line; and (3) from
SURFACE TRANSPORTATION BOARD misleading information, the exemption V.S. 196 + 31 = V.S. 0 + 00
is void ab initio. Petitions to revoke the southwesterly to V.S. 208 + 94 at the
exemption under 49 U.S.C. 10502(d) southwest end of the line through the
[Docket No. FD 36174] Fulco Industrial Park, including the
may be filed at any time. The filing of
Fulton County Railway, LLC—Lease a petition to revoke will not track in the Fulco Yard and the
and Operation Exemption—HGS–FCR, automatically stay the effectiveness of appurtenant sidings, and industrial
LLC the exemption. Petitions for stay must tracks.1
be filed no later than May 30, 2018 (at According to HGS–FCR, it is
Fulton County Railway, LLC (FCR), a least seven days before the exemption acquiring the Lines from CSXT for
Class III rail carrier, filed a verified becomes effective). continued rail operations. HGS–FCR
notice of exemption under 49 CFR states that it is in the process of entering
1150.41 to lease from HGS–FCR, LLC An original and 10 copies of all into a Purchase and Sale Agreement
(HGS–FCR), and operate approximately pleadings, referring to Docket No. FD with CSXT. HGS–FCR also states that it
55 miles of rail lines located in Atlanta, 36174, must be filed with the Surface will lease the Lines to Fulton County
Ga. (the Lines).1 The Lines extend: (1) Transportation Board, 395 E Street SW, Railway, LLC, which will be the
From milepost ANO 855.06, V.S. 3+30, Washington, DC 20423–0001. In operator of the property. See Fulton Cty
at Fulco Junction, westerly to milepost addition, a copy of each pleading must Ry. Verified Notice of Exemption, Mar.
ANO 858.72, V.S. 196+31; (2) from be served on Karl Morell, Karl Morell & 22, 2018, Fulton Cty. Ry.—Lease &
milepost ANO 858.72, V.S. 196+31 Associates, 440 1st Street NW, Suite Operation Exemption—HGS–FCR, LLC,
northeasterly to milepost ANO 860.75, 440, Washington, DC 20001. Docket No. FD 36174.
V.S. 304+70, at the northeast end of the According to FCR, this action is HGS–FCR certifies that, as a result of
line; and (3) from V.S. 196+31 = V.S. excluded from environmental review the proposed transaction, its projected
0+00 southwesterly to V.S. 208+94 at under 49 CFR 1105.6(c). annual revenues will not result in its
the southwest end of the line through becoming a Class I or Class II rail carrier
2 On March 29, 2018, HGS–FCR filed a verified
the Fulco Industrial Park, including the and will not exceed $5 million. HGS–
notice of exemption to acquire the Lines from CSXT
track in the Fulco Yard and the in HGS–FCR, LLC—Acquisition Exemption—CSX
FCR also certifies that the proposed
Transportation, Inc., Docket No. FD 36176.
1 By decision served April 13, 2018, the Board 3 On March 19, 2018, FCR certified to the Board 1 By decision served April 13, 2018, the Board

held this and four related exemption proceedings in that on, March 16, 2018, it posted notice of the held this and four related exemption proceedings in
daltland on DSKBBV9HB2PROD with NOTICES

abeyance pending the filing of supplemental transaction at the workplace of the employees on abeyance pending the filing of supplemental
information in HGS Railway Holdings, Inc.— the Lines, and on March 19, 2018, it served a copy information in HGS Railway Holdings, Inc.—
Continuance in Control Exemption—HGS–FCR, LLC of the notice on the national office of the potentially Continuance in Control Exemption—HGS–FCR, LLC
& HGS–ATN, LLC, Docket No. FD 36180. On April affected employees’ labor union as required under & HGS–ATN, LLC, Docket No. FD 36180. On April
23, 2018, HGS Railway Holdings, Inc. filed a reply 49 CFR 1150.42(e). However, on March 22, 2018, 23, 2018, HGS Railway Holdings, Inc. filed a reply
and revised notice of exemption in that docket. The FCR sought waiver of the 60-day notice and revised notice of exemption in that docket. The
Board is serving and publishing in the Federal requirements. Because the exemption will not Board is serving and publishing in the Federal
Register today notices of the exemptions in all five become effective until June 6, 2018, FCR’s request Register today notices of the exemptions in all five
dockets, thus removing them from abeyance. for waiver will be dismissed as moot. dockets, thus removing them from abeyance.

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Document Created: 2018-05-22 23:48:55
Document Modified: 2018-05-22 23:48:55
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		83 FR 23990