FR-4915-01-P
SURFACE TRANSPORTATION BOARD
[Docket No. FD 36767]
Grupo México, S.A.B. de C.V.—Acquisition of Control Exemption—Copper Basin
Railway, Inc.
Grupo México, S.A.B. de C.V. (GM), a noncarrier holding company, has filed a
verified notice of exemption pursuant to 49 CFR 1180.2(d)(2) for after-the-fact authority
to acquire control of Copper Basin Railway, Inc. (CBRY), a Class III rail carrier that
owns and operates a rail line in Arizona.1 According to a supplemental filing by GM,
CBRY’s line consists of a 54.6-mile main line between Magma Junction, at
milepost 948.9, and Winkleman, at milepost 1003.5; a four-mile branch line from Ray
Junction, at milepost 987.8, to Ray; and a two-mile branch line from Hayden Junction, at
milepost 1000.2, to Hayden Smelter.
The verified notice states that, through an indirect, wholly owned subsidiary
named ASARCO LLC (ASARCO), GM acquired a 100% ownership interest in CBRY in
2006.2 According to the verified notice, at the time of the transaction GM also controlled

By decision served April 4, 2024, in another proceeding, the Board directed
GMéxico Transportes, S.A.B. de C.V. (GMXT), a subsidiary of GM and the applicant in
that proceeding, to clarify the status of CBRY given the apparent absence of
authorization for GM to acquire common control of more than one rail carrier when it
acquired CBRY. See GMéxico Transportes, S.A.B. de C.V.—Acquis. of Control
Exemption—CG Ry., FD 36701, slip op. at 3 (STB served Apr. 4, 2024). The April 2024
decision in Docket No. FD 36701 noted that a filing by GMXT and GM in a 2017
exemption proceeding identified CBRY as a Class III carrier controlled by GM, and that
GM had been expected at that time to promptly seek authorization for common control if
such authority were required. Id. (citing Grupo México, S.A.B. de C.V.—Control
Exemption—Fla. E. Coast Holdings Corp., FD 36109, slip op. at 1 n.2 (STB served
May 9, 2017)).
According to the verified notice, prior to that transaction, ASARCO held a 45%
interest in CBRY, with the remaining 55% held by Rail Partners II, LLC, a now-defunct
Florida limited liability corporation.
Public and confidential versions of the agreement under which GM acquired full
ownership of CBRY were filed with the verified notice. The confidential version was

(through its subsidiary GMXT) Texas Pacifico Transportation, Ltd. (Pacifico), a Class III
rail carrier operating in the State of Texas. Thereafter, in 2017, GM acquired control of
Florida East Coast Railway, LLC (FECR), a Class II rail carrier that owns and operates
approximately 351 miles of main line track, as well as additional branch, switching, and
other secondary track, along the east coast of Florida. See Grupo México, S.A.B. de
C.V.—Control Exemption—Fla. E. Coast Holdings Corp., FD 36109 (STB served May 9,
2017). The verified notice certifies that GM and its subsidiaries have not entered into any
agreement with respect to the transaction that includes a provision that may limit future
interchange with a third-party connecting carrier.
GM represents that none of the railroads in the GM corporate family connect with
each other; that no further transactions are planned that would create a connection
between any GM railroads; and that no GM-controlled railroad is a Class I carrier. GM
further states that for the same reasons, GM’s acquisition of control of CBRY qualified
for an exemption at the time of the transaction and has remained qualified at every point
in time since then. The transaction is therefore exempt from the prior approval
requirements of 49 U.S.C. 11323 pursuant to 49 CFR 1180.2(d)(2).
The earliest this exemption may become effective is June 28, 2024 (30 days after
the verified notice was filed).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. In
addition to two Class III rail carriers (CBRY and Pacifico), this after-the-fact notice of a
continuance-in-control exemption involves a Class II rail carrier, FECR. Accordingly,
the transaction is subject to the labor protection requirements of 49 U.S.C. 11326(b) and

submitted under seal concurrently with a motion for protective order, which was granted
by a decision served on May 13, 2024.
Because GM supplemented its verified notice of exemption on May 29, 2024,
that date is deemed the filing date of the verified notice.

Wisconsin Central Ltd.—Acquisition Exemption—Lines of Union Pacific Railroad,
2 S.T.B. 218 (1997).
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 36767, must be filed with the Surface
Transportation Board either via e-filing on the Board’s website or in writing addressed to
395 E Street, S.W., Washington, DC 20423-0001. In addition, one copy of each
pleading must be served on GM’s representative, Charles A. Spitulnik, Kaplan, Kirsch &
Rockwell, LLP, 1634 I (Eye) Street N.W., Suite 300, Washington, DC 20006.
According to GM, this action is categorically excluded from environmental
review under 49 CFR 1105.6(c) and from historic reporting requirements under
49 CFR 1105.8(b).
Board decisions and notices are available at www.stb.gov.
Decided: June 11, 2024.
By the Board, Mai T. Dinh, Director, Office of Proceedings.
Regena Smith-Bernard,
Clearance Clerk.

[FR Doc. 2024-13159 Filed: 6/13/2024 8:45 am; Publication Date: 6/14/2024]