[Federal Register Volume 84, Number 212 (Friday, November 1, 2019)]
[Notices]
[Pages 58801-58802]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-23936]
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SURFACE TRANSPORTATION BOARD
[Docket No. FD 36326]
Brookfield Asset Management, Inc. and DJP XX, LLC--Control
Exemption--Genesee & Wyoming Inc., et al.
Brookfield Asset Management, Inc. (Brookfield) and DJP XX, LLC
(DJP) (collectively, Applicants), filed a verified notice of exemption
under 49 CFR 1180.2(d)(2) to allow Applicants to control Genesee &
Wyoming Inc. (GWI) and the 106 rail carriers subject to the
jurisdiction of the Board that GWI controls (GWI Railroads).\1\
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\1\ According to Applicants, two of the GWI Railroads are Class
II carriers, and the remainder are Class III carriers. The GWI
Railroads are located in the following states: Alabama, Arizona,
Arkansas, California, Colorado, Connecticut, Florida, Georgia,
Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska,
New Hampshire, New Mexico, New York, North Carolina, Ohio, Oklahoma,
Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota,
Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin,
and Wyoming.
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According to the verified notice, GWI is currently a publicly
traded noncarrier holding company that controls, through direct or
indirect equity ownership, the GWI Railroads; Brookfield is an
alternative asset manager; DJP is a limited liability company specially
formed to acquire GWI; and Brookfield controls DJP within the meaning
of 49 U.S.C. 10102(3). Applicants state that, at consummation of the
proposed transaction, DJP's wholly owned subsidiary, MKM XXII Corp.,
will be merged with and into GWI, which will be the surviving
corporation. As a result of the proposed transaction,\2\ GWI would
become a privately held company and a wholly owned subsidiary of DJP.
Therefore, the proposed transaction would cause DJP to indirectly
control the GWI Railroads through DJP's direct control of GWI. The
proposed transaction would also cause Brookfield to indirectly control
the GWI Railroads through Brookfield's control of DJP and DJP's control
of GWI. Applicants state that Brookfield and DJP are not rail carriers
and do not own or control any rail carriers in the United States.
Applicants further certify that the proposed acquisition does not
involve an interchange commitment.\3\
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\2\ A copy of the Agreement and Plan of Merger was filed with
the verified notice as Exhibit 2.
\3\ By decision served on July 22, 2019, and published in the
Federal Register on July 26, 2019 (84 FR 36,157), the effectiveness
of the exemption was postponed until further order of the Board to
allow sufficient time to consider the issues presented. The decision
also directed Brookfield and DJP to provide updates regarding review
by the Committee on Foreign Investment in the United States (CFIUS)
and the outcome of such review, and it invited comments from the
Applicants and the public.
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The verified notice states that the proposed transaction is
expected to close by the end of 2019 or early 2020, subject to
customary closing conditions. This exemption is now effective,
consistent with the Board's decision served October 29, 2019 in this
proceeding.
The verified notice states that: (i) The GWI Railroads do not
connect with any rail line owned or controlled by DJP or Brookfield;
(ii) the proposed transaction is not part of a series of anticipated
transactions that would connect any railroad owned or controlled by
Applicants with any GWI Railroad or connect any of the GWI Railroads
with each other; and (iii) the proposed transaction does not involve a
Class I carrier. Therefore, the 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. Because the proposed
transaction involves the control of one or more Class III rail carriers
and two Class II rail carriers, the transaction is subject to the labor
protective requirements of 49 U.S.C. 11326(a) and New York Dock
Railway--Control--Brooklyn Eastern District Terminal, 360 I.C.C 60
(1979).
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.
All pleadings, referring to Docket No. FD 36326, must be filed with
the Surface Transportation Board either via e-filing or in writing
addressed to 395 E Street SW, Washington, DC 20423-0001. In addition, a
copy of each pleading must be served on Applicants' representatives,
Anthony J. LaRocca and Peter W. Denton, Steptoe & Johnson LLP, 1330
Connecticut Avenue NW, Washington, DC 20036.
According to Applicants, this action is categorically excluded from
[[Page 58802]]
environmental review under 49 CFR 1105.6(c) and from historic
preservation reporting requirements under 49 CFR 1105.8(b)(1).
Board decisions and notices are available at www.stb.gov.
Decided: October 28, 2019.
By the Board, Allison C. Davis, Director, Office of Proceedings.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2019-23936 Filed 10-31-19; 8:45 am]
BILLING CODE 4915-01-P