Federal Register / Vol. 77, No. 172 / Wednesday, September 5, 2012 / Notices 54655 identified and considered early in the determination, and its finding may be FOR FURTHER INFORMATION CONTACT: Section 106 review process. rebutted by filings and evidence Jonathon Binet, (202) 245–0368. submitted into the record for this [Assistance for the hearing impaired is VII. Definitions proceeding. The Board will give careful available through the Federal If not specifically addressed below, consideration to any claims that the Information Relay Service (FIRS) at 1– terms used within this Program Transaction would have anticompetitive 800–877–8339.] Comment shall be defined consistent effects that are not apparent from the SUPPLEMENTARY INFORMATION: GWI is a application itself. with the definitions provided in 36 CFR publicly traded, noncarrier holding part 800. DATES: The effective date of this company. RailAmerica is a publicly Common Bridge is, for purposes of decision is September 5, 2012. Any traded, noncarrier holding company. this Program Comment, a common post- person who wishes to participate in this See Appendix B for a complete list of 1945 bridge or culvert of a type proceeding as a party of record (POR) each company’s relevant holdings. identified in Section V. must file, no later than September 19, Program Comment is an alternative to 2012, a notice of intent to participate. Applicants state that, pursuant to an Section 106 review that allows a Federal All comments, protests, requests for agreement and plan of merger agency to request the ACHP to comment conditions, and any other evidence and (Agreement), Jaguar Acquisition Sub, on a category of undertakings in lieu of argument in opposition to the primary Inc., a newly formed, wholly owned conducting individual reviews under application and related filings, noncarrier subsidiary of GWI, would Sections 800.4 through 800.6 of the including filings by the U.S. Department acquire control of RailAmerica and its regulations (36 CFR Part 800). of Justice (DOJ) and the U.S. Department railroad subsidiaries. RailAmerica’s Qualified cultural resource specialist of Transportation (DOT), must be filed shareholders would receive $27.50 per means an individual meeting the by October 5, 2012. Responses to share of RailAmerica common stock. Secretary of the Interior’s professional comments, protests, requests for According to GWI, all shares of qualifications for historian or conditions, and other opposition, and common stock of RailAmerica will be architectural historian by virtue of rebuttal in support of the primary placed into an independent voting education and experience to carry out application or related filings must be trust.1 Applicants state that, on or after historic preservation work. filed by October 26, 2012, see the the effective date of the Board’s decision [FR Doc. 2012–21699 Filed 9–4–12; 8:45 am] Appendix A (Procedural Schedule). authorizing the Transaction, the voting BILLING CODE 4910–22–P Further procedural orders, if any, will trust would be terminated, be issued by the Board as necessary. RailAmerica’s shares would be ADDRESSES: Any filing submitted in this transferred to GWI, and RailAmerica DEPARTMENT OF TRANSPORTATION proceeding must be submitted either via would become a wholly owned the Board’s e-filing format or in the subsidiary of GWI. Surface Transportation Board traditional paper format. Any person Applicants state four primary [STB Docket No. FD 35654] using e-filing should attach a document purposes for pursuing the Transaction. and otherwise comply with the First, Applicants state that expanding Genesee & Wyoming Inc.—Control— instructions found on the Board’s Web GWI’s safe and efficient rail operation of RailAmerica, Inc., et al. site at ‘‘www.stb.dot.gov’’ at the ‘‘E- regional and shortline railroads would AGENCY: Surface Transportation Board. FILING’’ link. Any person submitting a improve customer service for GWI and filing in the traditional paper format ACTION: Decision No. 2 in Docket No. FD RailAmerica customers, as well as the 35654; Notice of acceptance of should send an original and 10 paper Class I railroads with which they application; issuance of procedural copies of the filing (and also an connect. Second, Applicants anticipate schedule. electronic version) to: Surface an increased likelihood of industrial Transportation Board, 395 E Street SW., and manufacturing development SUMMARY: The Surface Transportation Washington, DC 20423–0001. In opportunities in the communities they Board (Board) is accepting for addition, one copy of each filing in this serve. Third, they seek to enhance consideration the application filed proceeding must be sent (and may be operational efficiencies by combining August 6, 2012, by Genesee and sent by email only if service by email is the best practices of each company. Wyoming Inc. (GWI) and RailAmerica, acceptable to the recipient) to each of Lastly, Applicants assert that the Inc. (RailAmerica). The application the following: (1) Secretary of Transaction would create stability for seeks Board approval under 49 U.S.C. Transportation, 1200 New Jersey employees and customers. 11323–11325 of the acquisition of Avenue SE., Washington, DC 20590; (2) Financial Arrangements. Under the control of RailAmerica, a noncarrier Attorney General of the United States, Agreement, the purchase price would be holding company, by GWI, a noncarrier c/o Assistant Attorney General, paid in cash. RailAmerica would not holding company. This proposal is Antitrust Division, Room 3109, issue any new railroad securities in referred to as the Transaction, and GWI Department of Justice, Washington, DC connection with the Transaction and RailAmerica are referred to 20530; (3) Terence M. Hynes although, following approval by the collectively as Applicants. (representing RailAmerica), Sidley Board, it may guarantee debt obligations The Board finds that the application Austin LLP, 1501 K Street NW., incurred by GWI. GWI would incur is complete and that the Transaction is Washington, DC 20005; (4) David H. approximately $2 billion of debt a minor transaction upon the Coburn (representing GWI), Steptoe & obligations and would issue up to $800 preliminary determination that the Johnson LLP, 1330 Connecticut Ave. million of equity and/or equity-linked Transaction clearly will not have any NW., Washington, DC 20036; and (5) securities in connection with the anticompetitive effects. 49 CFR any other person designated as a POR Transaction. 1180.2(b)(1), (c). The Board makes this on the service list notice (as explained determination based solely on the below, the service list notice will be 1 See GWI Voting Trust—Control Exemption— evidence presented in the application. issued as soon after September 19, 2012, RailAmerica, Inc., FD 35660 (STB served Aug. 17, The Board stresses that this is not a final as practicable). 2012). VerDate Mar<15>2010 19:14 Sep 04, 2012 Jkt 226001 PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 E:\FR\FM\05SEN1.SGM 05SEN1 tkelley on DSK3SPTVN1PROD with NOTICES 54656 Federal Register / Vol. 77, No. 172 / Wednesday, September 5, 2012 / Notices Passenger Service Impacts. shortlines, Applicants contend that they Transaction would have any Applicants state that the Transaction have little ability to influence rail anticompetitive effects, and any such would not affect passenger rail service. transportation at the regional or national effects that might result from the Discontinuances/Abandonments. level. Also, because they believe the Transaction would appear to be Applicants state that there would not be Transaction would result in safer, more outweighed by its contribution to the any Transaction-related line reliable rail and customer service as public in meeting significant abandonments. well as local economic development, transportation needs. A transaction that Public Interest Considerations. Applicants assert that these public does not involve the control or merger Applicants state that the Transaction interest considerations outweigh any de of two or more Class I railroads is not would benefit the public by providing minimis effects on competition. of regional or national transportation safe, reliable, and efficient rail service Time Schedule for Consummation. significance and, therefore, is classified and by allowing GWI to focus on local Applicants intend to consummate as minor if: (1) The transaction clearly economic development. Applicants control of RailAmerica as soon as will not have any anticompetitive point to GWI’s history in the industry possible after the effective date of the effects, or (2) any anticompetitive effects and its commitment to providing final order, should the Board authorize will clearly be outweighed by the continuously improved customer the proposed Transaction. Applicants anticipated contribution to the public service as additional public benefits. will place all shares of RailAmerica interest in meeting significant Applicants assert that the Transaction common stock into a voting trust. On or transportation needs. See 49 CFR would have a negligible effect on after the effective date of the Board’s 1180.2(b), (c). Therefore, based on the shippers and the railroad industry and, final order (assuming the Board information provided in the therefore, has a limited possibility of authorizes the Transaction), the voting Application, the Board finds the creating any adverse competitive effects. trust would be terminated and the proposed Transaction to be a minor According to Applicants, the shares