Jon Delli Priscoli, owner/rebuilder of Grafton and Upton RR, looks to add Mass Coastal to his RR empire per filing at STB.
A. Description of Proposed Transaction -- 49 CFR § 1180.6 (a)(l)(i)
Delli Priscoli owns all of the outstanding stock of Grafton and Upton Railroad Co., a Class III rail carrier operating a line between Grafton, Massachusetts and Milford, Massachusetts. Delli Priscoli also owns all of the outstanding stock of Holdings, which is a newly formed holding company that intends to purchase all of the outstanding membership interests of Mass Coastal, as described more fully below.
Mass Coastal is a wholly-owned subsidiary of San Luis & Rio Grande Railroad Co. ("SLRG"), which is the debtor in a Chapter 11 bankruptcy proceeding pending in the United States Bankruptcy Court for the District of Colorado. Mass Coastal operates lines between Middleboro and Yarmouth Massachusetts, between Middleboro and Taunton, Massachusetts and between Taunton and New Bedford and Fall River, Massachusetts.
William A Brandt, the Chapter 11 trustee of SLRG (the "Trustee"), has entered into a Membership Interest Purchase Agreement dated May 11, 2020 (the "Agreement") with a so-called "stalking horse" bidder to sell the membership interests of Mass Coastal. Pursuant to bidding procedures established by the Trustee and the Bankruptcy Court, the Agreement is subject to higher and better offers by interested parties. Holdings intends to make such an offer, thereby entitling it to participate in an auction under the auspices of the Trustee and the Bankruptcy Court. The winning bid at the auction will entitle Holdings, following approval by the Bankruptcy Court, to acquire the membership interests of Mass Coastal.
Delli Priscoli and Holdings are filing this Verified Notice even before knowing for certain that Holdings will be the winning bidder and entitled to acquire the
membership interests of Mass Coastal in order to meet a closing schedule imposed by the Bankruptcy Court and the bidding procedures. The schedule contemplates a closing shortly after the anticipated approval of the sale by the Bankruptcy Court on a schedule that would not allow sufficient time for Holdings and Delli Priscoli to file a Verified Notice after being selected as the winning bidder. In order to assure the passage of the 30 day period before this Verified Notice becomes effective, it is necessary to file this Verified Notice at this time in order to close the transaction within the timetable established by the Trustee. Closing within such a timetable would avoid the potential forfeiture of Holdings' deposit.
Upon acquisition of Mass Coastal, Delli Priscoli, through Holdings, will control two rail carriers -- Mass Coastal indirectly and G&U directly. The rail lines respectively owned or operated by G&U and Mass Coastal do not connect with each other or with any other railroads in their respective corporate families. The acquisition of control of Mass Coastal is not part of a series of anticipated transactions that would connect the railroads with each other or with any railroad in either of their respective corporate families. Furthermore, the transaction does not involve a Class I carrier. Consequently, the proposed transaction comes within the scope of 49 CFR § 1180.2 ( d)(2).
Although purchase price is not given, should G&U prevail at the Mass Coastal bankruptcy auction, a non-refundable deposit of $250,000 will be made to the seller, SAN LUIS & RIO GRANDE RAILROAD, INC.
Maps of the shortlines are attached below.
https://dcms-external.s3.amazonaws.com/ ... 300689.pdf
You do not have the required permissions to view the files attached to this post.