[Federal Register Volume 88, Number 221 (Friday, November 17, 2023)]
[Notices]
[Pages 80372-80374]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-25391]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21111]


Van Pool Transportation LLC--Acquisition of Control--PLSIII LLC

AGENCY: Surface Transportation Board.

ACTION: Notice Tentatively Approving and Authorizing Finance 
Transaction.

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SUMMARY: On October 19, 2023, Van Pool Transportation LLC (Van Pool or 
Applicant), a noncarrier, filed an application for Van Pool to acquire 
control of an interstate passenger motor carrier, PLSIII LLC (PLS), by 
acquiring all the outstanding equity interests in PLS from Founders 
Mobility LLC (Founders), the sole member of PLS. The Board is 
tentatively approving and authorizing the transaction, and, if no 
opposing comments are timely filed, this notice will be the final Board 
action.

DATES: Comments must be filed by January 2, 2024. If any comments are 
filed, Van Pool may file a reply by January 16, 2024. If no opposing 
comments are filed by January 2, 2024, this notice shall be effective 
on January 3, 2024.

ADDRESSES: Comments may be filed with the Board either via e-filing or 
in writing addressed to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. In addition, send one copy of comments to 
Van Pool's representative: Andrew K. Light, Scopelitis, Garvin, Light, 
Hanson & Feary, P.C., 10 W Market Street, Suite 1400, Indianapolis, IN 
46204.

FOR FURTHER INFORMATION CONTACT: Sarah Fancher at (202) 245-0355. If 
you require an accommodation under the Americans with Disabilities Act, 
please call (202) 245-0245.

SUPPLEMENTARY INFORMATION: According to the application, Van Pool is a 
limited liability company organized under Delaware law and 
headquartered in Wilbraham, Mass. (Appl. 2.) Applicant states that it 
is not a federally regulated carrier but that it indirectly owns and 
controls all equity and voting interest in eight interstate passenger 
motor carriers (the Affiliate Regulated Carriers) that are among its 
operating subsidiaries. (Id.) The Affiliate Regulated Carriers are as 
follows: \1\
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    \1\ Additional information about these motor carriers, including 
U.S. Department of Transportation (USDOT) numbers, motor carrier 
numbers, and USDOT safety fitness ratings, can be found in the 
application. (See Appl. 3-6, Ex. A.)
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    <bullet> NRT Bus, Inc., which primarily provides non-regulated 
student transportation services for schools in Massachusetts (Essex, 
Middlesex, Norfolk, Suffolk, and Worcester counties), and occasional 
charter services;
    <bullet> Trombly Motor Coach Service, Inc., which primarily 
provides non-regulated student transportation services for schools in 
Massachusetts (Essex and Middlesex counties), and occasional charter 
services;
    <bullet> Salter Transportation, Inc., which primarily provides non-
regulated student transportation services for schools in Massachusetts 
(Essex County) and southern New Hampshire, and occasional charter 
services;
    <bullet> Easton Coach Company, LLC, which provides (i) intrastate 
paratransit, shuttle, and line-run services under contracts with 
regional transportation authorities and other organizations, primarily 
in New Jersey and eastern Pennsylvania, and (ii) private charter motor 
coach and shuttle services (interstate and intrastate), primarily in 
eastern Pennsylvania;
    <bullet> F. M. Kuzmeskus, Inc., d/b/a Travel Kuz, which provides 
(i) non-regulated school bus transportation services, (ii) intrastate 
and interstate motor coach and limousine charter services, and (iii) 
limited intrastate and interstate charter services, all in western 
Massachusetts and southern Vermont;

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    <bullet> Alltown Bus Service Inc., which primarily provides non-
regulated student transportation services for schools in the 
metropolitan area of Chicago, Ill., and its northern suburbs, and 
occasional charter services;
    <bullet> DS Bus Lines, Inc., which primarily provides (i) non-
regulated student transportation services for schools in Kansas 
(Beloit, Kansas City, Lincoln, Olathe, and Shawnee), Missouri (Belton 
and Smithville), Colorado (the metropolitan area of Denver), and 
Oklahoma (the metropolitan area of Tulsa), (ii) intrastate employee 
shuttle services in Colorado and Texas, and (iii) occasional charter 
services; and
    <bullet> Royal Coach Lines, Inc., which primarily provides (i) non-
regulated student transportation services for schools in the 
metropolitan area of Westchester County, N.Y., and southern 
Connecticut, and (ii) contract and charter transportation services.\2\
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    \2\ In Van Pool Transportation LLC--Acquisition of Control--
Local Motion, Inc., MCF 21104 (STB served Feb. 10, 2023), Applicant 
received approval to acquire control of Local Motion, Inc., which 
became effective on March 28, 2023, but Applicant states that it has 
not yet completed the transaction. (Appl. 3 n.4.)
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    According to the application, Van Pool also has operating 
subsidiaries that provide transportation services that do not involve 
regulated interstate transportation or require interstate passenger 
authority, primarily in the northeastern and central portions of the 
United States. (Appl. 2-3.) Van Pool states that it is indirectly owned 
and controlled by investment funds affiliated with Audax Management 
Company, LLC, a Delaware limited liability company. (Id. at 8-9.) \3\
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    \3\ Further information about Applicant's corporate structure 
and ownership can be found in the application. (See Appl. 8-9, Ex. 
B.)
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    The application explains that PLS, the carrier being acquired, is a 
New York limited liability company headquartered in Buffalo, N.Y., and 
provides the following services: (i) primarily transit disabled 
transportation services under contracts with private non-profit 
organizations for fixed route and shuttle services in New York 
(Buffalo, western New York, Rochester, Utica and surrounding areas, and 
Poughkeepsie and surrounding areas), and (ii) very limited group day 
trip charter transportation services. (Appl. 7.) The application states 
that PLS holds intrastate carrier operating authority issued by the New 
York State Department of Transportation, as well as interstate carrier 
operating authority under FMCSA Docket No. MC-540425. (Id.) Applicant 
states that PLS has no safety rating. (Id.) Applicant states that it 
will acquire control of PLS by acquiring all the equity interests in 
PLS from Founders, the sole member of PLS. (Id. at 1, 8.)
    Under 49 U.S.C. 14303(b), the Board must approve and authorize a 
transaction that it finds consistent with the public interest, taking 
into consideration at least (1) the effect of the proposed transaction 
on the adequacy of transportation to the public, (2) the total fixed 
charges that result from the proposed transaction, and (3) the interest 
of affected carrier employees. Van Pool has submitted the information 
required by 49 CFR 1182.2, including information to demonstrate that 
the proposed transaction is consistent with the public interest under 
49 U.S.C. 14303(b), see 49 CFR 1182.2(a)(7), and a jurisdictional 
statement under 49 U.S.C. 14303(g) that the aggregate gross operating 
revenues of the involved carriers exceeded $2 million during the 12-
month period immediately preceding the filing of the application, see 
49 CFR 1182.2(a)(5). (See Appl. 9-13.)
    Van Pool asserts that the proposed transaction will not have a 
material, detrimental impact on the adequacy of transportation services 
available for the public. (Id. at 10.) According to Van Pool, PLS will 
continue to provide the same services it currently provides under the 
same name; however, going forward, PLS will operate within the holdings 
of Applicant, an organization thoroughly experienced in passenger 
transportation operations. (Id.) Van Pool states that it is experienced 
in the same market segments served by PLS (transit disabled and private 
charter transportation) and that the passenger carrier management 
capacity of Applicant is expected to result in improved operating 
efficiencies, increased equipment utilization rates, and cost savings 
derived from economies of scale, which will help to ensure the 
provision of adequate service to the public. (Id.) Van Pool also 
asserts that the addition of PLS will enhance the viability of 
Applicant's organization and its subsidiaries. (Id. at 11.)
    Van Pool states that the impact of the transaction on the regulated 
motor carrier industry will be minimal at most and that neither 
competition nor the public interest will be adversely affected. (Id. at 
13.) According to Van Pool, the transit disabled transportation market 
is competitive in the areas serviced by PLS, and a majority of 
contracts for the applicable services are subject to the bidding 
processes. (Id.) Van Pool also asserts that it, and all charter service 
providers, compete with other modes of passenger transportation, 
including rail, low-cost airlines, carpools, and passenger 
transportation network companies. (Id.) Van Pool states that there is 
virtually no overlap in the service areas and/or customer bases among 
the Affiliate Regulated Carriers and PLS. (Id.)
    Van Pool asserts that the proposed transaction will increase fixed 
charges in the form of interest expenses because funds will be borrowed 
to assist in financing the transaction; however, Van Pool states that 
the increase will not impact the provision of transportation services 
to the public. (Id. at 11.) Van Pool also asserts that it does not 
expect the transaction to have substantial impacts on employees or 
labor conditions, and it does not anticipate a measurable reduction in 
force or changes in compensation levels or benefits at PLS. (Id.) Van 
Pool submits, however, that staffing redundancies could result in 
limited downsizing of back-office and/or managerial-level personnel. 
(Id.)
    Based on Van Pool's representations, the Board finds that the 
acquisition as proposed in the application is consistent with the 
public interest and should be tentatively approved and authorized. If 
any opposing comments are timely filed, these findings will be deemed 
vacated, and, unless a final decision can be made on the record as 
developed, a procedural schedule will be adopted to reconsider the 
application. See 49 CFR 1182.6. If no opposing comments are filed by 
expiration of the comment period, this notice will take effect 
automatically and will be the final Board action in this proceeding.
    This action is categorically excluded from environmental review 
under 49 CFR 1105.6(c).
    Board decisions and notices are available at www.stb.gov.
    It is ordered:
    1. The proposed transaction is approved and authorized, subject to 
the filing of opposing comments.
    2. If opposing comments are timely filed, the findings made in this 
notice will be deemed vacated.
    3. This notice will be effective January 3, 2024, unless opposing 
comments are filed by January 2, 2024. If any comments are filed, 
Applicant may file a reply by January 16, 2024.
    4. A copy of this notice will be served on: (1) the U.S. Department 
of Transportation, Federal Motor Carrier Safety Administration, 1200 
New Jersey Avenue SE, Washington, DC 20590; (2) the U.S. Department of 
Justice, Antitrust Division, 10th Street & Pennsylvania Avenue NW, 
Washington, DC 20530; and (3) the U.S. Department of Transportation, 
Office of the General

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Counsel, 1200 New Jersey Avenue SE, Washington, DC 20590.

    Decided: November 8, 2023.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Stefan Rice,
Clearance Clerk.
[FR Doc. 2023-25391 Filed 11-16-23; 8:45 am]
BILLING CODE 4915-01-P