Notice2024-13166
Paul Didelius and CCET LLC-Intra-Corporate Family Transaction Exemption-Cincinnati Eastern Railroad LLC
Primary source
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Published
June 14, 2024
Issuing agencies
Surface Transportation Board
Full Text
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<title>Federal Register, Volume 89 Issue 116 (Friday, June 14, 2024)</title>
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[Federal Register Volume 89, Number 116 (Friday, June 14, 2024)]
[Notices]
[Pages 50663-50664]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-13166]
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SURFACE TRANSPORTATION BOARD
[Docket No. FD 36782]
Paul Didelius and CCET LLC--Intra-Corporate Family Transaction
Exemption--Cincinnati Eastern Railroad LLC
Paul Didelius (Didelius) and CCET LLC (CCET I), a Class III rail
carrier controlled by Didelius, have filed a verified notice of
exemption for an intra-corporate family transaction pursuant to 49 CFR
1180.2(d)(3), under which CCET I will merge with and into a newly
formed noncarrier entity, CCET II, with CCET II as the surviving
carrier corporation and Didelius controlling CCET II.
CCET I leases approximately 69.45 miles of rail line in Ohio from
Norfolk Southern Railway Company (NSR) pursuant to an agreement
extended in 2020. See CCET, LLC--Lease & Operation Exemption--Rail Line
of Norfolk S. Ry., FD 36370 (STB served Dec. 26, 2019). According to
the verified notice, CCET I's owners have reached an agreement to sell
CCET I to 3i RR Holdings GP LLC et al. and Regional Rail, LLC (3i/
Regional Rail), which currently control twelve other Class III rail
carriers in the eastern United States. See 3i RR Holdings GP LLC--
Control Exemption--Ind. E. R.R., FD 36735 (STB served Nov. 16, 2023).
Didelius and CCET I state that to accommodate certain corporate and tax
considerations in connection with that transaction, CCET I will undergo
a reorganization immediately prior to its sale to 3i/Regional Rail. The
owners of CCET I have formed CCET Holding, Inc. (CCET Holding), which
will assume direct ownership of CCET I. CCET II will be formed as a
separate, noncarrier subsidiary of CCET Holding, and CCET I will be
merged with and into CCET II, with CCET II as the surviving
corporation, becoming a Class III rail carrier controlled indirectly by
Didelius. The parameters of its lease operations in Ohio will be
identical to those of CCET I. CCET II, in turn will be the rail carrier
acquired by 3i/Regional Rail pursuant to the concurrently filed notice
of exemption in 3iRR Holding GP LLC--Control Exemption--Cincinnati
Eastern Railroad, Docket No. FD 36783. In that proceeding, 3i/Regional
Rail seek to obtain control of CCET II.
Didelius and CCET I state that the agreement between CCET I and
CCET II that will govern the proposed transaction does not include any
provision that would limit the future interchange of traffic with any
third-party connecting carrier, nor does the existing lease agreement
between CCET I and NSR.\1\
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\1\ Didelius and CCET I filed with their verified notice an
unexecuted copy of the agreement.
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The verified notice states that the transaction will not adversely
affect the level of existing rail service, or result in 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). Unless stayed, the exemption will be effective on
June 30, 2024, (30 days after the verified notice was filed).
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. CCET I is a
Class III rail carrier and CCET II will be a Class III rail carrier
after consummation of the proposed intra-corporate merger transaction.
Accordingly, the Board may not impose labor protective conditions here
because all the carriers involved are Class III rail carriers.
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 June 21, 2024
(at least seven days before the exemption becomes effective).
All pleadings, referring to Docket No. FD 36782, must 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 Didelius's and
CCET I's representative, Thomas J. Litwiler, Fletcher & Sippel LLC, 29
North Wacker Drive, Suite 800, Chicago, IL 60606-3208.
According to Didelius and CCET I, this action is categorically
excluded from environmental review under 49 CFR 1105.6(c) and historic
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: June 11, 2024.
[[Page 50664]]
By the Board, Mai T. Dinh, Director, Office of Proceedings.
Brendetta Jones,
Clearance Clerk.
[FR Doc. 2024-13166 Filed 6-13-24; 8:45 am]
BILLING CODE 4915-01-P
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