83 FR 51541 - Fortress Investment Group LLC-Continuance in Control Exemption-Central Maine & Quebec Railway US Inc., Ohio River Partners Shareholder LLC, and DesertXpress Enterprises, LLC
SURFACE TRANSPORTATION BOARD Federal Register Volume 83, Issue 197 (October 11, 2018)
Federal Register Volume 83, Issue 197 (October 11, 2018)
| Page Range | 51541-51542 | |
| FR Document | 2018-22227 |
[Federal Register Volume 83, Number 197 (Thursday, October 11, 2018)] [Notices] [Pages 51541-51542] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-22227] ----------------------------------------------------------------------- SURFACE TRANSPORTATION BOARD [Docket No. FD 36225] Fortress Investment Group LLC--Continuance in Control Exemption-- Central Maine & Quebec Railway US Inc., Ohio River Partners Shareholder LLC, and DesertXpress Enterprises, 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 Brightline Holdings LLC (Brightline) and Fortress Transportation and Infrastructure Investors LLC, which are managed by affiliates of Fortress, to continue in control of DesertXpress Enterprises, LLC (DXE) \1\ following the acquisition of DXE by Brightline. --------------------------------------------------------------------------- \1\ In DesertXpress Enterprises--Construction & Operation Exemption--in Victorville, Cal. & Las Vegas, Nev. (DesertXpress), FD 35544 (STB served Oct. 25, 2011), the Board authorized DXE to construct and operate a high-speed passenger rail line between Victorville, Cal., and Las Vegas, Nev. (DXE Line). Fortress states that DXE has been engaged in development and planning for the DXE Line, including obtaining certain federal and state permits, acquiring rights-of-way, and pursuing financing for the project. --------------------------------------------------------------------------- According to Fortress, on September 17, 2018, Brightline, DXE, and Benny's HoldCo, LLC, entered into a Membership Interest Purchase Agreement (Purchase Agreement) \2\ pursuant to which Brightline will acquire 100% of the member interests of DXE. Upon consummation of the transaction contemplated by the Purchase Agreement, Brightline, a noncarrier, will control DXE. Brightline currently controls Brightline Trains LLC (Brightline Trains) which operates express passenger rail service between Miami, Fla., and West Palm Beach, Fla.\3\ Fortress asserts that Brightline can assist DXE in bringing its planned high- speed passenger rail system between Las Vegas and Victorville to fruition. --------------------------------------------------------------------------- \2\ Fortress submitted a redacted copy of the Purchase Agreement with its verified notice of exemption. It also submitted an unredacted copy under seal along with a motion for protective order pursuant to 49 CFR 1104.14(b). That motion will be addressed in a separate decision. \3\ Brightline Trains formerly was known as All Aboard Florida- Operations LLC. Citing All Aboard Florida-Operations LLC-- Construction & Operation Exemption--in Miami, Fla., & Orlando, Fla., FD 35680 (STB served Dec. 21, 2012), Fortress states that Brightline Trains is not a rail carrier subject to the Board's jurisdiction. --------------------------------------------------------------------------- The parties intend to consummate the proposed control transaction as soon as practicable after the exemption becomes effective (30 days after the verified notice was filed) and the satisfaction of all other conditions precedent to closing set forth in the Purchase Agreement. Fortress states that two other rail carriers subject to the Board's jurisdiction, Central Maine & Quebec Railway US Inc. (CMQR) and Ohio River Partners Shareholder LLC (ORPS), are currently managed by affiliates of Fortress. CMQR, a Class III carrier, operates approximately 244 miles of rail lines in the States of Maine and Vermont. ORPS, a Class III carrier, operates a 12.2-mile rail line between milepost 60.5 at or near Powhatan Point, Ohio, and milepost 72.2 at or near Hannibal, Ohio. Fortress represents that: (1) None of the rail lines of CMQR, ORPS, or DXE connect with the lines of any other United States railroad that is owned or controlled by Fortress; (2) the transaction is not part of a series of anticipated transactions that would connect the DXE Line with the lines of any other rail carrier owned or controlled by Fortress, any affiliate of Fortress, or any investment fund or entity managed by an affiliate of Fortress; and (3) CMQR, ORPS, and DXE are not Class I carriers.\4\ Therefore, the transaction is exempt from the prior approval requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(2). --------------------------------------------------------------------------- \4\ Fortress states that CMQR and ORPS are Class III carriers. In DesertXpress, slip op. at 2, the Board noted that DXE anticipated that its operating revenues would qualify it as a Class I carrier; presently, however, according to Fortress, DXE has not commenced operations and does not have any operating employees or revenues. See Notice 6. --------------------------------------------------------------------------- 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 sections 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 carriers.\5\ --------------------------------------------------------------------------- \5\ See n. 4, above. --------------------------------------------------------------------------- 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 October 18, 2018 (at least seven days before the exemption becomes effective). An original and 10 copies of all pleadings, referring to Docket No. FD 36225, 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. According to Fortress, this action is categorically excluded from environmental review under 49 CFR 1105.6(c) and from historic reporting under 49 CFR 1105.8(b). Board decisions and notices are available on our website at www.stb.gov. Decided: October 5, 2018. [[Page 51542]] By the Board, Scott M. Zimmerman, Acting Director, Office of Proceedings. Jeffrey Herzig, Clearance Clerk. [FR Doc. 2018-22227 Filed 10-10-18; 8:45 am] BILLING CODE 4915-01-P
![Federal Register / Vol. 83, No. 197 / Thursday, October 11, 2018 / Notices 51541
connect with any other railroads in the exemption pursuant to 49 CFR Ohio, and milepost 72.2 at or near
Durbano corporate family; (2) the 1180.2(d)(2) for the benefit of Brightline Hannibal, Ohio.
continuance in control is not part of a Holdings LLC (Brightline) and Fortress Fortress represents that: (1) None of
series of anticipated transactions that Transportation and Infrastructure the rail lines of CMQR, ORPS, or DXE
would connect these rail lines with each Investors LLC, which are managed by connect with the lines of any other
other or with any other railroad in the affiliates of Fortress, to continue in United States railroad that is owned or
Durbano corporate family; and (3) the control of DesertXpress Enterprises, LLC controlled by Fortress; (2) the
transaction does not involve a Class I (DXE) 1 following the acquisition of DXE transaction is not part of a series of
rail carrier. Therefore, the transaction is by Brightline. anticipated transactions that would
exempt from the prior approval According to Fortress, on September connect the DXE Line with the lines of
requirements of 49 U.S.C. 11323. See 49 17, 2018, Brightline, DXE, and Benny’s any other rail carrier owned or
CFR 1180.2(d)(2). HoldCo, LLC, entered into a controlled by Fortress, any affiliate of
Under 49 U.S.C. 10502(g), the Board Membership Interest Purchase Fortress, or any investment fund or
may not use its exemption authority to Agreement (Purchase Agreement) 2 entity managed by an affiliate of
relieve a rail carrier of its statutory pursuant to which Brightline will Fortress; and (3) CMQR, ORPS, and DXE
obligation to protect the interests of its acquire 100% of the member interests of are not Class I carriers.4 Therefore, the
employees. Section 11326(c), however, DXE. Upon consummation of the transaction is exempt from the prior
does not provide for labor protection for transaction contemplated by the approval requirements of 49 U.S.C.
transactions under sections 11324 and Purchase Agreement, Brightline, a 11323. See 49 CFR 1180.2(d)(2).
11325 that involve only Class III rail noncarrier, will control DXE. Brightline Under 49 U.S.C. 10502(g), the Board
carriers. Accordingly, the Board may not currently controls Brightline Trains LLC may not use its exemption authority to
impose labor protective conditions here (Brightline Trains) which operates relieve a rail carrier of its statutory
because all of the carriers involved are express passenger rail service between obligation to protect the interests of its
Class III carriers. Miami, Fla., and West Palm Beach, Fla.3 employees. Section 11326(c), however,
If the notice contains false or Fortress asserts that Brightline can assist does not provide for labor protection for
misleading information, the exemption DXE in bringing its planned high-speed transactions under sections 11324 and
is void ab initio. Petitions to revoke the passenger rail system between Las Vegas 11325 that involve only Class III rail
exemption under 49 U.S.C. 10502(d) and Victorville to fruition. carriers. Accordingly, the Board may not
may be filed at any time. The filing of The parties intend to consummate the impose labor protective conditions here
a petition to revoke will not proposed control transaction as soon as because all the carriers involved are
automatically stay the effectiveness of practicable after the exemption becomes Class III carriers.5
the exemption. Stay petitions must be effective (30 days after the verified
filed no later than October 18, 2018 (at If the notice contains false or
notice was filed) and the satisfaction of misleading information, the exemption
least seven days before the exemption all other conditions precedent to closing
becomes effective). is void ab initio. Petitions to revoke the
set forth in the Purchase Agreement. exemption under 49 U.S.C. 10502(d)
An original and 10 copies of all
pleadings, referring to Docket No. FD Fortress states that two other rail may be filed at any time. The filing of
36227, must be filed with the Surface carriers subject to the Board’s a petition to revoke will not
Transportation Board, 395 E Street SW, jurisdiction, Central Maine & Quebec automatically stay the effectiveness of
Washington, DC 20423–0001. In Railway US Inc. (CMQR) and Ohio River the exemption. Petitions for stay must
addition, one copy of each pleading Partners Shareholder LLC (ORPS), are be filed no later than October 18, 2018
must be served on William A. Mullins, currently managed by affiliates of (at least seven days before the
Baker & Miller PLLC, 2401 Pennsylvania Fortress. CMQR, a Class III carrier, exemption becomes effective).
Ave. NW, Suite 300, Washington, DC operates approximately 244 miles of rail An original and 10 copies of all
20037. lines in the States of Maine and pleadings, referring to Docket No. FD
Board decisions and notices are Vermont. ORPS, a Class III carrier, 36225, must be filed with the Surface
available on our website at www.stb.gov. operates a 12.2-mile rail line between Transportation Board, 395 E Street SW,
milepost 60.5 at or near Powhatan Point, Washington, DC 20423–0001. In
Decided: October 5, 2018.
addition, one copy of each pleading
By the Board, Scott M. Zimmerman, Acting 1 In DesertXpress Enterprises—Construction &
Director, Office of Proceedings.
must be served on Terence M. Hynes,
Operation Exemption—in Victorville, Cal. & Las Sidley Austin LLP, 1501 K Street NW,
Jeffrey Herzig, Vegas, Nev. (DesertXpress), FD 35544 (STB served
Oct. 25, 2011), the Board authorized DXE to Washington, DC 20005.
Clearance Clerk.
construct and operate a high-speed passenger rail According to Fortress, this action is
[FR Doc. 2018–22171 Filed 10–10–18; 8:45 am] line between Victorville, Cal., and Las Vegas, Nev. categorically excluded from
BILLING CODE 4915–01–P (DXE Line). Fortress states that DXE has been
engaged in development and planning for the DXE environmental review under 49 CFR
Line, including obtaining certain federal and state 1105.6(c) and from historic reporting
permits, acquiring rights-of-way, and pursuing under 49 CFR 1105.8(b).
SURFACE TRANSPORTATION BOARD financing for the project.
2 Fortress submitted a redacted copy of the Board decisions and notices are
[Docket No. FD 36225] available on our website at www.stb.gov.
Purchase Agreement with its verified notice of
exemption. It also submitted an unredacted copy Decided: October 5, 2018.
Fortress Investment Group LLC— under seal along with a motion for protective order
khammond on DSK30JT082PROD with NOTICES
Continuance in Control Exemption— pursuant to 49 CFR 1104.14(b). That motion will be
Central Maine & Quebec Railway US addressed in a separate decision. 4 Fortress states that CMQR and ORPS are Class
Inc., Ohio River Partners Shareholder 3 Brightline Trains formerly was known as All III carriers. In DesertXpress, slip op. at 2, the Board
Aboard Florida-Operations LLC. Citing All Aboard noted that DXE anticipated that its operating
LLC, and DesertXpress Enterprises, Florida-Operations LLC—Construction & Operation revenues would qualify it as a Class I carrier;
LLC Exemption—in Miami, Fla., & Orlando, Fla., FD presently, however, according to Fortress, DXE has
35680 (STB served Dec. 21, 2012), Fortress states not commenced operations and does not have any
Fortress Investment Group LLC that Brightline Trains is not a rail carrier subject to operating employees or revenues. See Notice 6.
(Fortress) has filed a verified notice of the Board’s jurisdiction. 5 See n. 4, above.
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![51542 Federal Register / Vol. 83, No. 197 / Thursday, October 11, 2018 / Notices
By the Board, Scott M. Zimmerman, Acting L. Durbano seeks to continue in control DATES: July 1–31, 2018.
Director, Office of Proceedings. of WERR upon WERR’s becoming a ADDRESSES: Susquehanna River Basin
Jeffrey Herzig, Class III rail carrier. Commission, 4423 North Front Street,
Clearance Clerk. WERR certifies that the underlying Harrisburg, PA 17110–1788.
[FR Doc. 2018–22227 Filed 10–10–18; 8:45 am] lease and operation agreement does not
FOR FURTHER INFORMATION CONTACT:
BILLING CODE 4915–01–P contain any provision or agreement that
Jason E. Oyler, General Counsel,
would limit future interchange with a
telephone: (717) 238–0423, ext. 1312;
third-party connecting carrier. Further,
fax: (717) 238–2436; email: joyler@
SURFACE TRANSPORTATION BOARD WERR certifies that its annual rail
srbc.net. Regular mail inquiries may be
revenues as a result of this transaction
[Docket No. FD 36226] sent to the above address.
will not exceed $5 million, and it will
not result in WERR’s becoming a Class SUPPLEMENTARY INFORMATION: This
Washington Eastern Railroad, LLC—
I or Class II rail carrier. Under 49 CFR notice lists the projects, described
Change in Operators Exemption—
1150.32(b), a change in operator below, receiving approval for the
Eastern Washington Gateway Railroad
requires that notice be given to shippers. consumptive use of water pursuant to
Company
WERR certifies that notice of the change the Commission’s approval by rule
Washington Eastern Railroad, LLC in operator was served on all known process set forth in 18 CFR 806.22(e)
(WERR), a noncarrier, has filed a shippers on the Lines. and 806.22(f) for the time period
verified notice of exemption under 49 The earliest this transaction may be specified above:
CFR 1150.31 to assume operations over consummated is October 25, 2018, the Approvals by Rule Issued Under 18
approximately 107.8 miles of track effective date of the exemption (30 days CFR 806.22(f)
extending between milepost 1.0 near after the verified notice was filed).
Cheney, Wash., and the end of the track If the verified notice contains false or 1. Seneca Resources Corporation, Pad
at milepost 108.8 in Coulee City, Wash. misleading information, the exemption ID: DCNR Tract 007 Pad D, ABR–
(CW Branch), and over approximately is void ab initio. Petitions to revoke the 201807001; Delmar Township, Tioga
5.9 miles of track that connects with the exemption under 49 U.S.C. 10502(d) County, Pa.; Consumptive Use of Up to
CW Branch at Geiger Junction near may be filed at any time. The filing of 4.0000 mgd; Approval Date: July 12,
Medical Lake, Wash. (Geiger Spur) 1 a petition to revoke will not 2018.
(collectively, the Lines). The verified automatically stay the effectiveness of 2. Diversified Gas & Oil, LLC, Pad ID:
notice indicates that the CW Branch is the exemption. Petitions for stay must Stubler Pad A, ABR–201305003.R1;
currently owned by the State of be filed no later than October 18, 2018 Gamble Township, Lycoming County,
Washington, Department of (at least seven days before the Pa.; Consumptive Use of Up to 4.0000
Transportation (WDOT) and the Geiger exemption becomes effective). mgd; Approval Date: July 13, 2018.
Spur is owned by the County of An original and 10 copies of all 3. SWN Production Company, LLC,
Spokane, Wash. The Lines are currently pleadings, referring to Docket No. FD Pad ID: GU 04 Williams Aeppli, ABR–
leased to Eastern Washington Gateway 36226, must be filed with the Surface 201309001.R1; Herrick Township,
Railroad Company (EWG). As a result of Transportation Board, 395 E Street SW, Bradford County, Pa.; Consumptive Use
this transaction, WERR will become a Washington, DC 20423–0001. In of Up to 4.9999 mgd; Approval Date:
carrier and replace EWG as the Lines’ addition, one copy of each pleading July 18, 2018.
exclusive lessee and operator. must be served on William A. Mullins, 4. SWN Production Company, LLC,
According to WERR, EWG is aware that Baker & Miller PLLC, 2401 Pennsylvania Pad ID: Dropp–Range–Pad46, ABR–
WDOT plans to change operators over Ave. NW, Suite 300, Washington, DC 201308016.R1; Jackson Township,
the Lines and does not object to the 20037. Susquehanna County, Pa.; Consumptive
proposed change in operators. Board decisions and notices are Use of Up to 4.9990 mgd; Approval
The verified notice indicates that available on our website at www.stb.gov. Date: July 27, 2018.
WERR and WDOT have reached an 5. Repsol Oil & Gas USA, LLC, Pad ID:
Decided: October 5, 2018.
agreement in principle for WERR to ALDERSON (05 269), ABR–201807002;
replace EWG as the lessee and operator By the Board, Scott M. Zimmerman, Acting
Director, Office of Proceedings. Pike Township, Bradford County, Pa.;
of the Lines upon the effective date of Consumptive Use of Up to 6.0000 mgd;
the exemption. WERR states that BNSF Jeffrey Herzig,
Approval Date: July 25, 2018.
Railway Company (BNSF) currently has Clearance Clerk.
6. Repsol Oil & Gas USA, LLC, Pad ID:
trackage rights over the CW Branch and [FR Doc. 2018–22173 Filed 10–10–18; 8:45 am]
BROADLEAF HOLDINGS (01 115),
that WERR’s lease of the Lines will BILLING CODE 4915–01–P
ABR–201807003; Springfield, Troy, and
continue to be subject to BNSF’s Columbia Townships, Bradford County,
trackage rights. Pa.; Consumptive Use of Up to 6.0000
This transaction is related to a SUSQUEHANNA RIVER BASIN mgd; Approval Date: July 25, 2018.
concurrently filed verified notice of COMMISSION 7. EXCO Resources (PA), LLC, Pad ID:
exemption in David L. Durbano—
Chaapel Hollow Unit, ABR–
Continuance in Control Exemption— Projects Approved for Consumptive
201305016.R1; Gamble Township,
Washington Eastern Railroad, LLC, Uses of Water
Lycoming County, Pa.; Consumptive
Docket No. FD 36227, in which David
Use of Up to 8.0000 mgd; Approval
khammond on DSK30JT082PROD with NOTICES
AGENCY: Susquehanna River Basin
1 The Commission. Date: July 30, 2018.
Geiger Spur consists of two segments: The
first extends from milepost 2.5 (at the east gate of ACTION: Notice. 8. EXCO Resources (PA), LLC, Pad ID:
Fairchild Air Force Base) to milepost 4.93 (at Poor Shot Pad 2 Unit, ABR–
McFarlane and Hayford Roads) near Airway SUMMARY: This notice lists the projects 201309007.R1; Anthony Township,
Heights, Wash.; the second extends from milepost
0.0 at Geiger Junction at its connection with the CW
approved by rule by the Susquehanna Lycoming County, Pa.; Consumptive
Branch to milepost 3.45, where it connects with the River Basin Commission during the Use of Up to 8.0000 mgd; Approval
first segment at milepost 2.7. period set forth in DATES. Date: July 30, 2018.
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Document Created: 2018-10-11 15:34:40
Document Modified: 2018-10-11 15:34:40
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 83 FR 51541 |
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