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[Federal Register Volume 89, Number 221 (Friday, November 15, 2024)]
[Notices]
[Pages 90340-90341]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-26686]

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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21124]

Van Pool Transportation LLC--Acquisition of Control--Butler's Bus 
Service, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: Van Pool Transportation LLC (Van Pool) and AG Van Pool 
Holdings, LP (AG Holdings) (collectively, Applicants), both 
noncarriers, filed an application to acquire control of an interstate 
passenger motor carrier, Butler's Bus Service, Inc. (BBS), from its 
shareholders, Bruce Lyskawa and Emo Chynoweth (Sellers). The Board is 
tentatively approving and authorizing the transaction. If no opposing 
comments are timely filed, this notice will be the final Board action.

DATES: Comments must be filed by December 30, 2024. If any comments are 
filed, Van Pool may file a reply by January 14, 2025. If no opposing 
comments are filed by December 30, 2024, this notice shall be effective 
on December 31, 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, Van Pool is a 
Delaware limited liability company. (Appl. 1.) Applicants state that 
Van Pool 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.) The Affiliate Regulated 
Carriers are: \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. 3-7, Ex. A.)
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     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;
     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;
     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;
     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;
     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 using school buses, 
all in western Massachusetts and southern Vermont;
     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;
     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;
     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;
     PLSIII LLC, which primarily provides (i) 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
     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.\2\
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    \2\ In addition, the Board authorized, effective November 9, 
2024, Applicants' acquisition of control of TransAction Corporate 
Shuttles, Inc. (TCS). See Van Pool Transp. LLC--Acquis. of Control--
TransAction Corp. Shuttles, Inc., MCF 21119, slip op. at 1 (STB 
served Sept. 27, 2024). TCS 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 3. 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.
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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.) AG Holdings indirectly controls Van Pool 
via equity and voting interests through intermediary holding 
companies.\3\ (Id. at 3.)
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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 Mobility), a Delaware corporation 
and noncarrier holding company. (Appl. 9.) Beacon Mobility is wholly 
owned by Beacon Mobility Intermediate Corp. (Beacon Intermediate), a 
Delaware corporation and noncarrier holding company. (Id.) Beacon 
Intermediate is wholly owned by Beacon Mobility Preferred Issuer, 
LLC (Beacon Preferred), a Delaware limited partnership and 
noncarrier holding company, and Beacon Preferred is wholly owned and 
controlled by Van Pool Group Holdings, L.P. (Group Holdings), a 
Delaware limited partnership and noncarrier holding company. (Id.) 
Group Holdings is majority-owned and controlled by AG Holdings, a 
Delaware limited partnership and noncarrier holding company. (Id.) 
AG Holdings is owned by investment funds affiliated with Audax 
Management Company, LLC, a Delaware limited liability company. (Id. 
at 9-10.)
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    The application explains that BBS, the carrier being acquired, 
operates as a

[[Page 90341]]

motor carrier primarily providing regular home-to-school student 
transportation services in New Hampshire (the area encompassing the 
cities of Manchester, North Havervill, Milford, and Center Barnstead) 
and in Vermont (the area encompassing the cities of Orleans, 
Lyndonville, and White River Junction). (Id. at 8.) BBS also provides 
limited intrastate and interstate charter services for wedding parties, 
camps, field trips, and other private events such as sporting events, 
office/corporate events, political rallies, social gatherings, and 
concerts. (Id.) In providing its services, BBS utilizes approximately 
339 passenger vehicles (290 school buses with a seating capacity of 16 
or more passengers, 13 passenger mini-buses with a seating capacity of 
16 or more passengers, 8 vans with a seating capacity of 1 to 8 
passengers, and 28 vans with a seating capacity of 9 to 15 passengers). 
(Id.) Furthermore, the USDOT number assigned to BBS is 1633191, and for 
purposes of its interstate passenger operations, BBS holds interstate 
carrier operating authority under FMCSA MC-602610. (Id.) According to 
the application, BBS is owned by Sellers, who are noncarriers and do 
not directly or indirectly own or control any other interstate 
passenger motor carriers. (Id. at 7.)
    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. 10-14.)
    Applicants assert that the proposed transaction will not have a 
material, detrimental impact on the adequacy of transportation services 
available to the public. (Id. at 11.) According to Applicants, BBS will 
continue to provide the same services it currently provides under the 
same name; however, going forward, BBS will operate within the holdings 
of Applicants, which are experienced in passenger transportation 
operations. (Id.) The transaction, combined with the passenger carrier 
management capacity of Applicants, is expected to result in improved 
operating efficiencies, increased equipment utilization rates, and cost 
savings derived from economies of scale within the Applicants' 
subsidiaries, all of which will help ensure the provision of adequate 
service to the public. (Id.) Applicants also assert that the addition 
of BBS will enhance the viability of Applicants' organization and its 
subsidiaries. (Id.)
    Applicants state 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 14.) According to Applicants, the demand for school bus 
transportation and charter services in the area served by BBS is strong 
and is expected to increase in the foreseeable future. (Id. at 13.) BBS 
competes directly with other passenger service providers in the area it 
serves, which is a competitive market because of the significant number 
of national, regional, and local providers operating within the area. 
(Id.) Other providers include Student Transportation of America, First 
Student, Durham, Caring Hands, WW Berry Transportation, and Lamoille 
Valley Transportation. (Id.) Applicants add that BBS'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 BBS.\4\ (Id.)
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    \4\ There also appears to be little, if any, competitive overlap 
between BBS and TCS. See note 2, supra.
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    Applicants assert 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, Applicants state that 
the increase will not impact the provision of transportation services 
to the public. (Id. at 12.) Applicants also assert that they do not 
expect the transaction to have substantial impacts on employees or 
labor conditions, and they do not anticipate a measurable reduction in 
force or changes in compensation levels or benefits at BBS. (Id.) 
Applicants submit, however, that staffing redundancies could result in 
limited downsizing of back-office and/or managerial-level personnel. 
(Id.)
    Based on Applicants' 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. 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 on December 31, 2024, unless 
opposing comments are filed by December 30, 2024. If any comments are 
filed, Van Pool may file a reply by January 14, 2025.
    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: November 12, 2024.

    By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Zantori Dickerson,
Clearance Clerk.
[FR Doc. 2024-26686 Filed 11-14-24; 8:45 am]
BILLING CODE 4915-01-P
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