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Tomorrow, RailAmerica Inc. will be a privately held company for the first time in more than 14 years.

The firm’s stockholders have approved a merger agreement with Fortress Investment Group L.L.C. Holders of 28.9 million shares — representing 74 percent of RailAmerica's total outstanding stock — voted in favor of the pact.

Under terms of the agreement, which was reached in November 2006, certain private equity funds managed by Fortress will acquire RailAmerica for $16.35 in cash for each share of common stock. The transaction is expected to close tomorrow.

Morgan Stanley & Co. Inc. and Holland & Knight L.L.P. served as RailAmerica’s financial and legal advisors, respectively; Skadden, Arps, Slate, Meagher & Flom L.L.P. acted as Fortress’ legal advisor.

RailAmerica owns and operates 42 regionals and short lines in the United States and Canada.