DOT 49 CFR PART 1180-2010 RAILROAD ACQUISITION CONTROL MERGER CONSOLIDATION PROJECT TRACKAGE RIGHTS AND LEASE PROCEDURES.pdf

1、267 Surface Transportation Board, DOT Pt. 1180 The names and addresses of the parties to the documents are as follows: Vendor, Lessor, Mortgagor, etc: name and address Vendee, Lessee, Mortgagee, etc: name and address. A description of the equipment covered by the document follows: Type of equipment,

2、 amount of each, AAR designation if any, identifying marks, road or serial numbers, etc., as outlined in 1177.3(d)(4). A fee of llllll is enclosed. Please re-turn the original and any extra copies not needed by the Board for recordation to party to whom documents should be re-turned. A short summary

3、 of the document to ap-pear in the index follows: a short summary as described in 1177.4(a).). Very truly yours, llllllllllllllllllllllllsignature of an executive officer of one of the parties, their attorney, or representative in fact. 46 FR 54946, Nov. 5, 1981 as amended at 64 FR 53268, Oct. 1, 19

4、99; 74 FR 52910, Oct. 15, 2009 1177.5 Administrative procedure. (a) At the time of filing of a docu-ment with the Board for recordation, a consecutive number will be stamped upon the original document and upon the copies or the counterparts, with the date and hour of the filing. A nota-tion acknowle

5、dging that the document has been filed pursuant to 49 U.S.C. 11303 will be made. The original docu-ment, along with the notation, will be returned to the party named in the transmittal letter and a copy or coun-terpart will be retained by the Board. For a secondary document, the number assigned will

6、 be the recordation num-ber of the primary document plus the next available letter suffix. (b) The Board will maintain an index for public use as required by 49 U.S.C 11303(b). There will be an index of par-ties to documents recorded at the Board in alphabetical order by the par-tys name. If request

7、ed by the letter of transmittal, this index will also be amended to reflect an assignment under the name of the party other than the assignor or assignee to the docu-ment. There will also be an index of documents by number, which will list secondary documents referenced to the primary ones. The inde

8、xes will contain the pertinent information furnished by the parties in the transmittal letter. (c) The Board cannot judge the valid-ity of documents, nor judge the status of encumbrances to property as re-flected by documents recorded at the Board. The public is welcome to re-search the records or u

9、se an agent or attorney to do so, provided that Board rules concerning handling of the docu-ments are respected. (d) The public should note that filing documents with the Board is discre-tionary and encumbrances exist which are not on file with the Board. PARTS 11781179 RESERVED Parts 11801189Combin

10、ations and Ownership PART 1180RAILROAD ACQUISI-TION, CONTROL, MERGER, CON-SOLIDATION PROJECT, TRACK-AGE RIGHTS, AND LEASE PROCE-DURES Subpart AGeneral Acquisition Procedures Sec. 1180.0 Scope and purpose. 1180.1 General policy statement for merger or control of at least two Class I rail-roads. 1180.

11、2 Types of transactions. 1180.3 Definitions. 1180.4 Procedures. 1180.5 Reserved 1180.6 Supporting information. 1180.7 Market analyses. 1180.8 Operational data. 1180.9 Financial information. 1180.10 Service assurance plans. 1180.11 Transnational and other informa-tional requirements. Subpart BTransfe

12、r or Operation of Lines of Railroads in Reorganization 1180.20 Procedures. AUTHORITY: 5 U.S.C. 553 and 559; 11 U.S.C. 1172; 49 U.S.C. 721, 10502, 1132311325. Subpart AGeneral Acquisition Procedures SOURCE: 47 FR 9844, Mar. 8, 1982, unless oth-erwise noted. Redesignated at 47 FR 49592, Nov. 1, 1982.

13、VerDate Mar2010 15:03 Nov 23, 2010 Jkt 220219 PO 00000 Frm 00277 Fmt 8010 Sfmt 8010 Y:SGML220219.XXX 220219jdjones on DSKHWCL6B1PROD with CFRProvided by IHSNot for ResaleNo reproduction or networking permitted without license from IHS-,-,-268 49 CFR Ch. X (10110 Edition) 1180.0 1180.0 Scope and purp

14、ose. (a) General. The regulations in this subpart set out the information to be filed and the procedures to be followed in control, merger, acquisition, lease, trackage rights, and any other consoli-dation transaction involving more than one railroad that is initiated under 49 U.S.C. 11323. Section

15、1180.2 separates these transactions into four types: Major, significant, minor, and exempt. The informational requirements for these types of transactions differ. Be-fore an application is filed, the des-ignation of type of transaction may be clarified or certain of the information required may be w

16、aived upon petition to the Board. This procedure is ex-plained in 1180.4. The required con-tents of an application are set out in 1180.6 (general information sup-porting the transaction), 1180.7 (com-petitive and market information), 1180.8 (operational information), 1180.9 (financial data), 1180.10

17、 (service assur-ance plans), and 1180.11 (transnational and other informational requirements). A major application must contain the information required in 1180.6(a), 1180.6(b), 1180.7(a), 1180.7(b), 1180.8(a), 1180.8(b), 1180.9, 1180.10, and 1180.11. A significant application must contain the infor

18、mation required in 1180.6(a), 1180.6(c), 1180.7(a), 1180.7(c), and 1180.8(b). A minor application must con-tain the information required in 1180.6(a) and 1180.8(c). Procedures (in-cluding time limits, filing require-ments, participation requirements, and other matters) are contained in 1180.4. All a

19、pplications must comply with the Boards Rules of General Applicability, 49 CFR parts 1100 through 1129, unless otherwise specified. These regulations may be cited as the Railroad Consoli-dation Procedures. (b) Waiver. We will waive application of the regulations contained in this subpart for a conso

20、lidation involving The Kansas City Southern Railway Company and another Class I railroad and instead will apply the regulations in this subpart A in effect before July 11, 2001 and contained in the 49 CFR, Parts 1000 to 1199, edition revised as of October 1, 2000, unless we are shown why such a waiv

21、er should not be al-lowed. Interested parties must file any objections to this waiver within 10 days after the applicants prefiling notifica-tion (see 49 CFR 1180.4(b)(1). 66 FR 32583, June 15, 2001 1180.1 General policy statement for merger or control of at least two Class I railroads. (a) General.

22、 To meet the needs of the public and the national defense, the Surface Transportation Board (Board) seeks to ensure balanced and sustain-able competition in the railroad indus-try. The Board recognizes that the rail-road industry (including Class II and III carriers) is a network of competing and co

23、mplementary components, which in turn is part of a broader transpor-tation infrastructure that also em-braces the nations highways, water-ways, ports, and airports. The Board welcomes private-sector initiatives that enhance the capabilities and the competitiveness of this transportation infrastructu

24、re. Although mergers of Class I railroads may advance our na-tions economic growth and competi-tiveness through the provision of more efficient and responsive transportation, the Board does not favor consolidations that reduce the transportation alter-natives available to shippers unless there are s

25、ubstantial and demonstrable public benefits to the transaction that cannot otherwise be achieved. Such public benefits include improved serv-ice, enhanced competition, and greater economic efficiency. The Board also will look with disfavor on consolida-tions under which the controlling enti-ty does

26、not assume full responsibility for carrying out the controlled car-riers common carrier obligation to provide adequate service upon reason-able demand. (b) Consolidation criteria. The Boards consideration of the merger or control of at least two Class I railroads is gov-erned by the public interest

27、criteria prescribed in 49 U.S.C. 11324 and the rail transportation policy set forth in 49 U.S.C. 10101. In determining the pub-lic interest, the Board must consider the various goals of effective competi-tion, carrier safety and efficiency, ade-quate service for shippers, environ-mental safeguards,

28、and fair working conditions for employees. The Board must ensure that any approved trans-action would promote a competitive, VerDate Mar2010 15:03 Nov 23, 2010 Jkt 220219 PO 00000 Frm 00278 Fmt 8010 Sfmt 8010 Y:SGML220219.XXX 220219jdjones on DSKHWCL6B1PROD with CFRProvided by IHSNot for ResaleNo re

29、production or networking permitted without license from IHS-,-,-269 Surface Transportation Board, DOT 1180.1 efficient, and reliable national rail sys-tem. (c) Public interest considerations. The Board believes that mergers serve the public interest only when substantial and demonstrable gains in im

30、portant public benefitssuch as improved serv-ice and safety, enhanced competition, and greater economic efficiencyout-weigh any anticompetitive effects, po-tential service disruptions, or other merger-related harms. Although fur-ther consolidation of the few remaining Class I carriers could result i

31、n effi-ciency gains and improved service, the Board believes additional consolidation in the industry is also likely to result in a number of anticompetitive effects, such as loss of geographic competition, that are increasingly difficult to rem-edy directly or proportionately. Addi-tional consolida

32、tions could also result in service disruptions during the sys-tem integration period. Accordingly, to assure a balance in favor of the public interest, merger applications should in-clude provisions for enhanced competi-tion, and, where both carriers are fi-nancially sound, the Board is prepared to

33、use its conditioning authority as necessary under 49 U.S.C. 11324(c) to preserve and/or enhance competition. In addition, when evaluating the public interest, the Board will consider whether the benefits claimed by appli-cants could be realized by means other than the proposed consolidation. The Boa

34、rd believes that other private-sec-tor initiatives, such as joint marketing agreements and interline partnerships, can produce many of the efficiencies of a merger while risking less potential harm to the public. (1) Potential benefits. By eliminating transaction cost barriers between firms, increas

35、ing the productivity of investment, and enabling carriers to lower costs through economies of scale, scope, and density, mergers can gen-erate important public benefits such as improved service, more competition, and greater economic efficiency. A merger can strengthen a carriers fi-nances and opera

36、tions. To the extent that a merged carrier continues to op-erate in a competitive environment, its new efficiencies would be shared with shippers and consumers. Both the pub-lic and the consolidated carrier can benefit if the carrier is able to increase its marketing opportunities and pro-vide bette

37、r service. A merger trans-action can also improve existing com-petition or provide new competitive op-portunities, and such enhanced com-petition will be given substantial weight in our analysis. Applicants shall make a good faith effort to cal-culate the net public benefits their pro-posed merger w

38、ould generate, and the Board will carefully evaluate such evi-dence. To ensure that applicants have no incentive to exaggerate these pro-jected benefits to the public, the Board expects applicants to propose addi-tional measures that the Board might take if the anticipated public benefits fail to ma

39、terialize in a timely manner. In this regard, the Board recognizes, however, that applicants require the flexibility to adapt to changing mar-ketplace or other circumstances and that it is inevitable that an approved merger may not necessarily be imple-mented in precisely the manner antici-pated in

40、the application. Applicants will be held accountable, however, if they do not act reasonably in light of changing circumstances to achieve promised merger benefits. (2) Potential harm. The Board recog-nizes that consolidation can impose costs as well as benefits. It can reduce competition both direc

41、tly and indi-rectly in particular markets, including product markets and geographic mar-kets. Consolidation can also threaten essential services and the reliability of the rail network. In analyzing these impacts we must consider, but are not limited by, the policies embodied in the antitrust laws.

42、(i) Reduction of competition. Although in specific markets railroads operate in a highly competitive environment with vigorous intermodal competition from motor and water carriers, mergers can deprive shippers of effective options. Intramodal competition can be reduced when two carriers serving the

43、same ori-gins or destinations merge. Competi-tion arising from shippers build-out, transloading, plant siting, and produc-tion shifting choices can be eliminated or reduced when two railroads serving overlapping areas merge. Competition in product and geographic markets can VerDate Mar2010 15:03 Nov

44、 23, 2010 Jkt 220219 PO 00000 Frm 00279 Fmt 8010 Sfmt 8010 Y:SGML220219.XXX 220219jdjones on DSKHWCL6B1PROD with CFRProvided by IHSNot for ResaleNo reproduction or networking permitted without license from IHS-,-,-270 49 CFR Ch. X (10110 Edition) 1180.1 also be eliminated or reduced by merg-ers, inc

45、luding end-to-end mergers. Any railroad combination entails a risk that the merged carrier would acquire and exploit increased market power. Applicants shall propose remedies to mitigate and offset competitive harms. Applicants shall also explain how they would at a minimum preserve competi-tive and

46、 market options such as those involving the use of major existing gateways, build-outs or build-ins, and the opportunity to enter into contracts for one segment of a movement as a means of gaining the right separately to pursue rate relief for the remainder of the movement. (ii) Harm to essential se

47、rvices. The Board must ensure that essential freight, passenger, and commuter rail services are preserved wherever fea-sible. An existing service is essential if there is sufficient public need for the service and adequate alternative trans-portation is not available. The Boards focus is on the abil

48、ity of the nations transportation infrastructure to con-tinue to provide and support essential services. Mergers should strengthen, not undermine, the ability of the rail network to advance the nations eco-nomic growth and competitiveness, both domestically and internationally. The Board will consid

49、er whether pro-jected shifts in traffic patterns could undermine the ability of the various network links (including Class II and Class III rail carriers and ports) to sus-tain essential services. (iii) Transitional service problems. Ex-perience shows that significant service problems can arise during the transi-tional period when merging firms inte-grate their operations, even after appli-cants take extraordinary steps to avoid those