Notice2023-08358
Rainier Rail LLC and WRL LLC-Intra-Corporate Family Transaction Exemption
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 20, 2023
Issuing agencies
Surface Transportation Board
Full Text
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<title>Federal Register, Volume 88 Issue 76 (Thursday, April 20, 2023)</title>
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[Federal Register Volume 88, Number 76 (Thursday, April 20, 2023)]
[Notices]
[Page 24461]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-08358]
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SURFACE TRANSPORTATION BOARD
[Docket No. FD 36692]
Rainier Rail LLC and WRL LLC--Intra-Corporate Family Transaction
Exemption
Rainier Rail LLC (Rainier) and WRL LLC (WRL) (collectively, the
Parties) have jointly filed a verified notice of exemption for an
intra-corporate family transaction under 49 CFR 1180.2(d)(3). According
to the verified notice, Paul Didelius (Didelius), an individual,
controls both Rainier, currently a non-carrier, and WRL, a Class III
rail carrier.
This transaction is dependent on two pending proceedings: Rainier
Rail LLC--Acquisition & Change of Operators Exemption--City of Tacoma
Department of Public Works, Docket No. FD 36658, in which Rainier seeks
Board authority to acquire and operate approximately 41.86 miles of
rail line in Washington, thereby becoming a Class III carrier; and
Didelius--Continuance in Control Exemption--Rainier Rail LLC, Docket
No. FD 36659, in which Didelius seeks Board approval to continue in
control of Rainier upon it becoming a Class III rail carrier.\1\
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\1\ The effective date of the acquisition and change of
operators exemption in Docket No. FD 36658 is being held in abeyance
pending Board review of the continuance in control petition in
Docket No. FD 36659. Rainier Rail LLC--Acquis. & Change of Operators
Exemption--City of Tacoma Dep't of Pub. Works, FD 36658 (STB served
Mar. 24, 2023).
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Under the intra-corporate family transaction proposed in the
verified notice, Rainier and WRL will merge on or after the date
Rainier becomes a common carrier, with Rainier emerging as the
surviving carrier entity. The verified notice states that the purpose
of the transaction is to allow Rainier and WRL to eliminate needless
operational and corporate management inefficiencies of interconnected
operation in favor of the efficiencies of single-system operation.
The Parties state that the plan of merger that will govern the
proposed transaction contains no interchange commitments that may limit
future interchange with a third-party connecting carrier.\2\
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\2\ The Parties filed with their verified notice an unexecuted
copy of the plan of merger, which is not yet finalized.
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According to the verified notice, the Parties plan to complete the
merger on or after the date Rainier becomes a common carrier pursuant
to the Board's authorization. The effective date of this intra-
corporate family transaction exemption will therefore be held in
abeyance pending review of the petition for exemption in Didelius--
Continuance in Control Exemption--Rainier Rail LLC, Docket No. FD
36659.
The verified notice states that the transaction will not result in
adverse changes in service levels, significant operational changes, or
a change in the competitive balance with carriers outside the corporate
family. Therefore, the transaction is exempt from the prior approval
requirements of 49 U.S.C. 11323. See 49 CFR 1180.2(d)(3).
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. However, 49 U.S.C. 11326(c)
does not provide for labor protection for transactions under 49 U.S.C.
11324 and 11325 that involve only Class III rail carriers. WRL is a
Class III rail carrier and Rainier Rail would become a Class III rail
carrier. Accordingly, the Board may not impose labor protective
conditions here.
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 for stay must be filed no later than seven days
before the exemption becomes effective; a deadline for filing petitions
for stay will be established in a future decision that establishes an
effective date for this exemption.
All pleadings, referring to Docket No. FD 36692, should be filed
with the Surface Transportation Board via e-filing on the Board's
website or in writing addressed to 395 E Street SW, Washington, DC
20423-0001. In addition, one copy of each pleading must be served on
the Parties' representative, Bradon J. Smith, Fletcher & Sippel LLC, 29
North Wacker Drive, Suite 800, Chicago, IL 60606-3208.
According to the Parties, this action is categorically excluded
from environmental review under 49 CFR 1105.6(c) and historic
preservation reporting under 49 CFR 1105.8(b).
Board decisions and notices are available at <a href="http://www.stb.gov">www.stb.gov</a>.
Decided: April 17, 2023.
By the Board, Mai T. Dinh, Director, Office of Proceedings.
Eden Besera,
Clearance Clerk.
[FR Doc. 2023-08358 Filed 4-19-23; 8:45 am]
BILLING CODE 4915-01-P
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