FR-4915-01-P
SURFACE TRANSPORTATION BOARD
[Docket No. FD 36783]
3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR Intermediate
Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, Regional Rail Sub
Holdings LLC, and Regional Rail, LLC—Control Exemption—Cincinnati Eastern
Railroad LLC
3i RR Holdings GP LLC, 3i RR Holdings Partnership L.P., 3i RR Intermediate
Holdings LLC, 3i RR LLC, Regional Rail Holdings, LLC, and Regional Rail Sub
Holdings LLC (collectively, 3i RR) and Regional Rail, LLC (Regional Rail), each a
noncarrier, have filed a verified notice of exemption under 49 CFR 1180.2(d)(2) to
acquire control of Cincinnati Eastern Railroad, LLC (CCET II). CCET II will be the
successor to CCET LLC (CCET I), a Class III rail carrier that operates approximately
69.45 miles of rail line in Ohio under lease from Norfolk Southern Railway Company.
According to the verified notice, Regional Rail is directly controlled by Regional
Rail Sub Holdings LLC, which is controlled by Regional Rail Holdings, LLC, which is
controlled by 3i RR LLC, which is controlled by 3i RR Intermediate Holdings LLC,
which is controlled by 3i RR Holdings Partnership L.P., which is controlled by 3i RR
Holdings GP LLC. The verified notice states that Regional Rail currently directly
controls, and 3i RR indirectly controls, twelve other Class III rail carriers in the eastern
United States.1
The proposed transaction is related to Paul Didelius & CCET LLC—IntraCorporate Family Transaction Exemption—Cincinnati Eastern Railroad, Docket No.

Those carriers, and the states in which they operate, are: (1) Carolina Coastal
Railway, Inc. (North Carolina and South Carolina); (2) East Penn Railroad, LLC
(Delaware and Pennsylvania); (3) Effingham Railroad Company (Illinois); (4) Florida

FD 36782, in which CCET I and Paul Didelius (Didelius), who currently controls
CCET I, have concurrently filed a verified notice of exemption for an intra-corporate
family transaction for CCET I to merge into CCET II, with CCET II as the surviving
entity.
According to the verified notice, pursuant to a membership interest purchase
agreement to be entered into by Regional Rail, CCET I and CCET I’s current owners,
Regional Rail proposes to acquire all the existing equity interest of CCET II once it has
been created and merged with CCET I.2 Regional Rail would assume direct control of
CCET II and 3i RR would assume indirect control of CCET II. The verified notice
further states that no significant changes in the rail services currently provided by CCET I
are anticipated as a result of the proposed transaction and that the agreement does not
include any provision that would limit the future interchange of traffic with a third-party
connecting carrier.
3i RR and Regional Rail represent that: (1) the rail lines of CCET II do not
connect with the lines of the rail carriers currently controlled by 3i RR and Regional Rail;
(2) this control transaction is not part of a series of anticipated transactions that would
result in such a connection; and (3) the transaction does not involve a Class I rail carrier.
The proposed transaction is therefore exempt from the prior approval requirements of
49 U.S.C. 11323 pursuant to 49 CFR 1180.2(d)(2).

Central Railroad Company, Inc. (Florida); (5) Florida Midland Railroad Company, Inc.
(Florida); (6) Florida Northern Railroad Company, Inc. (Florida); (7) Illinois Western
Railroad Company (Illinois); (8) Indiana Eastern Railroad, LLC (Indiana and Ohio);
(9) Middletown & New Jersey Railroad, LLC (New York); (10) Port Manatee Railroad
LLC (Florida); (11) Tyburn Railroad LLC (Pennsylvania); and (12) South Point & Ohio
Railroad, Inc. (Ohio).
Public and confidential versions of the agreement were filed with the verified
notice. The confidential version was submitted under seal concurrent with a motion for
protective order, which is addressed in a separate decision.

This transaction may be consummated on or after June 30, 2024, the effective date
of the exemption (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. 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.
All pleadings, referring to Docket No. FD 36783, 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 3i RR’s and Regional Rail’s representative, Thomas J.
Litwiler, Fletcher & Sippel LLC, 29 North Wacker Drive, Suite 800, Chicago, IL 606063208.
According to 3i RR and Regional Rail, 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.
Brendetta Jones,

Clearance Clerk.
[FR Doc. 2024-13167 Filed: 6/13/2024 8:45 am; Publication Date: 6/14/2024]