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Federal Register / Vol. 86, No. 55 / Wednesday, March 24, 2021 / Notices
khammond on DSKJM1Z7X2PROD with NOTICES

acquire control of Pioneer and the Pioneer Railroads. See Brookhaven Rail Partners, LLCControl Exemption Pioneer Railcorp, FD 36306, slip op. at 1 STB served June 21, 2019 84 FR
29,276.
On October 22, 2020, in Docket No.
FD 36451, Baupost and Infravest Managers filed a verified notice of exemption under 49 CFR 1180.2d2 to acquire indirect control of Pioneer and the Pioneer Railroads by acquiring a majority equity interest in BRX
Transportation. See Baupost Verified Notice 14, FD 36451. Baupost and Infravest Managers identified the current owner of the majority equity interest in BRX Transportation as an affiliate of Related Infrastructure. Id.
at 34. In a supplement filed on November 2, 2020, Baupost and Infravest Managers 2 stated that, following the 2019 filing of the verified notice of exemption in Docket No. FD
36306 but before the filing of the verified notice in Docket No. FD 36451, two additional transactions had taken place. First, Related Infrastructure Acquisitions LLC Related Acquisitions transferred its interest in BRX
Transportation to Related Infrastructure BRX Holdings LLC Related BRX
Holdings.3 Baupost Suppl. 2, Nov. 2, 2020, FD 36451. Second, Related Infrastructure transferred its interest in Related BRX Holdings to Related Infrastructure Holdings LLC Related Infrastructure Holdings, which now directly owns and controls Related BRX Holdings. Id. The supplement further stated that Related Infrastructure and Related Infrastructure Holdings are subsidiaries of Related Fund Management, id., and the verified notice in Docket No. FD 36306
identified Related Fund Management as a subsidiary of Related Companies, L.P.
Related Companies, Brookhaven Verified Notice 2 n.2, June 7, 2019, Brookhaven Rail Partners, LLCControl ExemptionPioneer Railcorp, et al., FD
36306.
In a decision served November 25, 2020, the Board postponed the effective date of the exemption sought by 2 The supplement was filed by Baupost and US
Infravest Managers LP, but facts regarding Related Infrastructure and its affiliates were verified by Richard OToole, Vice President of Related Fund Management, LLC Related Fund Management.
See Baupost Suppl. 5, Nov. 2, 2020, FD 36451.
3 Baupost and Infravest Managers stated that, when the verified notice was filed in Docket No. FD
36306, Related Acquisitions held the majority ownership interest in BRX Transportation, and Related Infrastructurethe entity authorized to control Pioneer and the Pioneer Railroads through that proceedingdirectly owned and controlled Related Acquisitions. Baupost Suppl. 2, Nov. 2, 2020, FD 36451.

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Baupost and Infravest Managers in Docket No. FD 36451, held that proceeding in abeyance, and directed Related Infrastructure Holdings, Related Fund Management, and Related Companies and any other entity or individual that controls Related Companies, as appropriate to explain why Board authority was not required for the two transactions that occurred in 2019, or, if they believe such authority was needed, to seek after-the-fact authority under 49 U.S.C. 11323 to control Pioneer and the Pioneer Railroads. See Baupost Grp., L.L.C.
Control ExemptionPioneer Railcorp, FD 36451 et al., slip op. at 3 STB served Nov. 25, 2020.
On December 2, 2020, RFM filed its verified notice of exemption, identifying itself as the highest person currently in the corporate chain of control, RFM
Verified Notice 2, FD 36306 Sub-No. 1
et al., and elaborating on the transactions described in Baupost and Infravest Managers November 2, 2020
supplement. As stated by RFM, when the notice of exemption in Docket No.
FD 36306 was filed on June 7, 2019, Related Companies controlled Related Fund Management, which controlled Related Infrastructure, which controlled Related Acquisitions, which controlled BRX Transportation. Id. Therefore, according to RFM, Related Companies, as the ultimate controlling party, should have sought control authority . . . in FD
36306. Id. at 3.
RFM stated, however, that it is the proper party to file the verified notice of exemption because of the second transaction that occurred in 2019the transfer of the ownership interest in Related BRX Holdings from Related Infrastructure to Related Infrastructure Holdingswhich RFM claims was part of a broader intracompany reorganization. Id. at 34. RFM states that, in the reorganization, Related Companies formed RFM; RFM formed a subsidiary, Related Infrastructure Holdings Investor LLC Related Infrastructure Investor; Related Infrastructure Investor formed a subsidiary, Related Infrastructure Holdings; and Related Infrastructures interest in Related BRX Holdings was transferred to Related Infrastructure Holdings. Id. at 4. As a result, RFM
replaced Related Companies as the ultimate controlling party. Id. at 34.
According to RFM, it is owned by equity holders of Related Companies, and Related Companies and Related Fund Management no longer have any ownership interest in entities controlling BRX Transportation, Pioneer, or RFM. Id. footnote omitted. RFM also noted that none of
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its equity owners have control of Related Companies or RFM. Id. at 4
n.4.
On December 3, 2020, Baupost and Infravest Managers filed a letter, which included the agreement through which Baupost and Infravest Managers are acquiring Pioneer and the Pioneer Railroads, stating that the parties expect to consummate the transaction shortly after the Board allows the exemption in this proceeding to take effect. Baupost Letter 1, Dec. 3, 2020, FD 36451. Baupost and Infravest Managers also requested that the Board remove Docket No. FD 36451 from abeyance and allow the exemption to take effect promptly or, at the latest, no later than the day that the Board resolves the issues regarding current control of Pioneer. Id.
In a decision served December 28, 2020, the Board held RFMs notice of exemption in abeyance and directed RFM to provide additional information.
See RFM HoldCo LLC, FD 36306 SubNo. 1 et al., slip op. at 5. The Board found that, although RFM implied that it acquired control of Pioneer and the Pioneer Railroads when Related Infrastructure transferred its interest in Related BRX Holdings to Related Infrastructure Holdings, the organizational chart provided by RFM
depicted both Related Infrastructure and Related Infrastructure Holdings as being under RFMs control. Id. at 4.
Additionally, the Board noted that neither of the agreements provided by RFM appeared to be relevant to the transaction in which it acquired control of Pioneer and the Pioneer Railroads. Id.
On January 6, 2021, RFM filed a supplement to its notice clarifying when it acquired control of Pioneer and the Pioneer Railroads. According to RFM, on December 13, 2019, the ownership interests in Related Fund Management were distributed to the owners of Related Companies and on the same date, immediately following that distribution, were contributed by those owners to RFM in exchange for equity interests in RFM. RFM Suppl. 2, FD
36306 Sub-No. 1 et al. On February 17, 2021, Baupost and Infravest Managers submitted a letter in Docket No. FD 36451 requesting that the proceeding be removed from abeyance and the exemption granted with an effective date in advance of the End Date in the parties purchase agreement.
Discussion and Conclusions Under 49 U.S.C. 11323a4, the acquisition of control of at least 2 rail carriers by a person that is not a rail carrier requires Board authorization.

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