Update on Discussions between COALS & MCCRR

Central Ohio Area Live Steamers

Mill Creek Central Railroad

Members and Friends,

As we enter the holiday season the members of the board thought we would update our members and guests as to our discussions with Dick associated with operating and eventually owning the track.  As you may recall, Central Ohio Area Live Steamers (COALS) received its 501(c)(3) exemption status from the IRS earlier this year.  For approximately a year now, COALS has been in discussions with Dick as to how we might ensure a permanent presence at Mill Creek Central Railroad.  After many lengthy discussions and negotiations Dick and I would like to update you as to the status of those negotiations.

Dick has initialed off on a letter of intent that will allow COALS to acquire Mill Creek Central Railroad, the associated maintenance-of-way and public hauling equipment, the property, the intellectual property rights and other railroad items.  Dick will retain most of his 1/8 scale railroad equipment as well as much of the equipment in his shop that isn’t associated with the maintenance and upkeep of the railroad.

But don’t worry, Dick isn’t going anywhere.  As part of the deal Dick will continue to lease, at no cost (so long as he continues to help maintain and oversee the railroad and allow for the use of his equipment), the areas where he is currently residing including the shop area, the south garage and track storage for his equipment.

Due to the generosity being offered by one of our members, we will have the necessary funding to purchase the property.  As part of the deal COALS will be required to provide funding to make some repairs to the property that should improve its use by our members and the public.  Some of the items include, but are not limited to, updating some of the mechanicals and replace the deck on the upper level of the shop, where Dick will continue to reside.  COALS will also need to fund our side of the legal work necessary to complete this transaction.

Due to the conflict-of-interest issues associated with this purchase, we have hired an attorney at Critchfield, Critchfield & Johnston Ltd. who has experience in 501(c)(3) transactions.  Our attorney will prepare the necessary purchase and sales documents, advise the three members of the board representing COALS during the purchase to ensure legal compliance and will continue to represent the board following the transaction.  This should ensure that the board meets all the necessary legal and conflict-of-interest requirements.

In September we asked, based on the letter of intent initialed by Dick, our attorney to review this document and advise the board of any issues associated with the agreement.  She has recently begun to prepare the purchase and sales agreement, adjusting for nonprofit related issues related to the letter of intent, for which we hope to have initial drafts in December.  The board and Dick will need to finalize and negotiate any outstanding issues of the agreement prior to signing.

As part of the transaction our attorney has required that COALS hire appraisers to certify the purchase price and ensure that any future value provided to Dick (remaining on the property and storage of his equipment at no cost after the transaction) after the sale is well within the value of the transaction.  Based on the county’s estimate of value of the property and the materials associated with the railroad, Dick and I are both confident that that requirement can be met.

The goal is that the purchase and sales agreement can be signed in the first quarter of 2026 with the purchase following soon thereafter, hopefully before the end of April.

The board knows that there has been much speculation as to what is going on, and we felt that providing this update would help eliminate some of the rumors and misunderstandings that are out there.  We will continue to remain quiet about our remaining discussions but will be sure to inform everyone should the purchase and sales agreement be signed by all parties and the transaction funding acquired.

Many of you are aware of the issues out there related to tracks that are privately owned, going into disrepair and/or closing due to the owners not having a concrete plan for their future operation.  It has been a tough year for some of us as we have worked through the process of negotiating the fate of the track and COALS’s long-term role in managing and owning it.  The goal of purchasing the railroad under our nonprofit should ensure that Mill Creek Central Railroad, with the support of our members and friends, will not go as so many other private railroads have gone in the past.  This purchase will allow COALS to meet our charter of educating the public about railroads and allow all to enjoy the track for the foreseeable future.

Dick McCloy

Owner – Mill Creek Central Railroad

Jim Henry

President - COALS