[Federal Register Volume 89, Number 188 (Friday, September 27, 2024)]
[Notices]
[Pages 79330-79331]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-22185]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21119]


Van Pool Transportation LLC--Acquisition of Control--Transaction 
Corporate Shuttles, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: Van Pool Transportation LLC (Van Pool or Applicant), a 
noncarrier, filed an application to acquire control of an interstate 
passenger motor carrier, TransAction Corporate Shuttles, Inc. (TCS), 
from its sole shareholder, the Cynthia Cain Fren[eacute] Revocable 
Trust (Seller). The Board is tentatively approving and authorizing the 
transaction subject to the owners of Van Pool filing to join the 
application. If the owners' filing is satisfactory and no opposing 
comments are timely filed, this notice will be the final Board action.

DATES: Van Pool's owners' filing to join the application is due by 
October 11, 2024. Comments must be filed by November 8, 2024. If any 
comments are filed, Van Pool may file a reply by November 26, 2024. If 
no opposing comments are filed by November 8, 2024, this notice shall 
be effective on November 9, 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: Kiefer A. 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) 740-5507. If 
you require an accommodation under the Americans with Disabilities Act, 
please call (202) 245-0245.

SUPPLEMENTARY INFORMATION: According to the application,\1\ Van Pool is 
a Delaware limited liability company headquartered in Wilbraham, Mass. 
(Appl. 1.) Applicant states that it is not a federally regulated 
carrier but that it indirectly owns and controls all equity and voting 
interest in 10 interstate passenger motor carriers (Affiliate Regulated 
Carriers) that are among its operating subsidiaries. (Id. at 2; Suppl. 
1.) The Affiliate Regulated Carriers are: \2\
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    \1\ Van Pool originally filed the application on August 15, 
2024, but it then filed a supplement on August 29, 2024. Therefore, 
for purposes of determining the procedural schedule and statutory 
deadlines, the filing date of the application is August 29, 2024. 
See 49 CFR 1182.4(a).
    \2\ 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 and the supplement. (See Appl. 3-6, Ex. A; Suppl. 2.)
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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;
    <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;
    <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;
    <bullet> PLSIII LLC, which primarily provides (1) disabled 
transportation services under contracts with private nonprofit 
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; and
    <bullet> Local Motion, LLC, d/b/a Local Motion of Boston, which 
provides non-regulated school bus, charter, and shuttle services in the 
metropolitan area of Boston.
    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.) Van Pool states that it is indirectly owned 
and controlled by investment funds affiliated with Audax Management 
Company, LLC, (Audax Management), a Delaware limited liability 
company.\3\ (Id. at 8.) Collectively, these parent companies of 
Applicant will be referred to as the Owners.
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    \3\ Specifically, Van Pool states that it is wholly owned by VP 
Intermediate Company (VP Intermediate), a Delaware corporation and 
noncarrier holding company, and that VP Intermediate is wholly owned 
by Beacon Mobility Corp. (Beacon), a Delaware corporation and 
noncarrier holding company. (Id. at 8.) Beacon is wholly owned by 
Van Pool Intermediate, Inc. (Intermediate Inc.), a Delaware 
corporation and noncarrier holding company. (Id.) Intermediate Inc. 
is wholly owned by Van Pool Group Holdings, L.P. (Group Holdings), a 
Delaware limited partnership and noncarrier holding company, and 
Group Holdings is majority-owned and controlled by AG Van Pool 
Holdings, LP (AG Holdings), a Delaware limited partnership and 
noncarrier holding company. (Id.) AG Holdings is owned by investment 
funds affiliated with Audax Management. (Id.)
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    The application explains that TCS, the carrier being acquired, 
operates as a motor carrier primarily providing fixed-route commuter 
and municipal shuttle bus services and on-demand transportation for 
employees of businesses and communities in Massachusetts. (Id. at 6-7.) 
TCS also provides mini-bus, van, and limousine charter services for 
activities such as corporate and group outings, day trips, weddings, 
Bar/Bat Mitzvahs, and local events in Massachusetts. (Id. at 7.) In 
providing its services, TCS uses

[[Page 79331]]

approximately 102 passenger vehicles and employs 81 drivers. (Id.) 
Furthermore, the USDOT number assigned to TCS is 1366324, and for 
purposes of its interstate passenger operations, TCS holds interstate 
carrier operating authority under FMCSA MC-522885. (Id.) According to 
the application, TCS is solely owned by Seller, who does not directly 
or indirectly own or control any other interstate passenger motor 
carrier. (Id. at 6.)
    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.)
    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.) According to Van Pool, TCS will 
continue to provide the same services it currently provides under the 
same name; however, going forward, TCS will operate within the holdings 
of Applicant, an organization experienced in passenger transportation 
operations. (Id. at 9-10.) The transaction, combined with 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 within the Applicant 
subsidiaries, all of which will help ensure the provision of adequate 
service to the public. (Id. at 10.) Van Pool also asserts that the 
addition of TCS will enhance the viability of Applicant's organization 
and its subsidiaries. (Id.)
    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 population and demand for commuter 
scheduled route, shuttle, on-demand, and charter services in 
Massachusetts are expected to continue to increase in the foreseeable 
future. (Id. at 12.) TCS competes directly with other passenger service 
providers in Massachusetts, which is a competitive market because of 
the significant number of national, regional, and local providers 
operating within the area. (Id.) Other providers include A&A Metro 
Transportation, M & L Transit Systems, Boston Coach, Academy Bus, 
WeDriveU, and DPV Transportation. (Appl. 12; Suppl. 2.) Van Pool adds 
that TCS's service area is geographically dispersed from those of the 
Affiliate Regulated Carriers and there is very limited overlap in the 
customer bases among the Affiliate Regulated Carriers and TCS. (Appl. 
13.)
    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 10-11.) 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 TCS. (Id. at 
11.) Van Pool submits, however, that staffing redundancies could result 
in limited downsizing of back-office and/or managerial-level personnel. 
(Id.)
    The Board notes that the Owners have not joined in Van Pool's 
application despite their ability to exercise control over Van Pool. 49 
U.S.C. 13102(5); see Morgan Stanley Grp.--Control Exemption--NCC L.P., 
MCF 20250 (ICC served Feb. 17, 1993) (focusing ``on the ability to 
control as reflected in the power or authority to manage, direct, 
superintend, restrict, regulate, govern, administer, or oversee''). 
Therefore, the Owners will be directed to submit a filing joining the 
application and providing all information required of an applicant 
under the Board's regulations. See, e.g., Bus Co. Holdings Topco LP--
Acquis. of Control of Assets--Chenango Valley Bus Lines, Inc., MCF 
21117 (STB served Aug. 23, 2024). Such a filing may incorporate the 
existing application by reference, to the extent appropriate.
    Based on Van Pool's representations, the Board finds that the 
acquisition as proposed in the application is consistent with the 
public interest. The application will be tentatively approved and 
authorized, subject to the Owners submitting a satisfactory filing, as 
described above, that is consistent with the Board's public interest 
finding by October 11, 2024. 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 and the Board does not issue a decision 
finding the Owners' submission unsatisfactory by expiration of the 
comment period, this notice, including authority for the Owners as 
applicants, 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 Owners submitting a satisfactory filing to join the application by 
October 11, 2024, and 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 on November 9, 2024, unless the 
Board finds the Owners' submission unsatisfactory or opposing comments 
are filed by November 8, 2024. If any comments are filed, Van Pool may 
file a reply by November 26, 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 Counsel, 1200 New Jersey Avenue SE, Washington, 
DC 20590.

    Decided: September 23, 2024.

    By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Tammy Lowery,
Clearance Clerk.
[FR Doc. 2024-22185 Filed 9-26-24; 8:45 am]
BILLING CODE 4915-01-P