[Federal Register Volume 77, Number 92 (Friday, May 11, 2012)]
[Notices]
[Pages 27855-27856]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-11389]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. MCF 21044]


Celerity Partners IV, LLC, Celerity AHI Holdings SPV, LLC, and 
All Aboard America! Holdings, Inc.--Control--Calco Travel, Inc., Hotard 
Coaches, Inc., and Industrial Bus Lines, Inc., d/b/a All Aboard America

AGENCY: Surface Transportation Board.

ACTION: Notice Tentatively Approving and Authorizing Transaction.

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SUMMARY: All Aboard America! Holdings, Inc. (AHI), Celerity AHI 
Holdings SPV, LLC (Celerity Holdings), and Celerity Partners IV, LLC 
(Celerity Partners) (collectively, Applicants) have filed an 
application under 49 U.S.C. 14303 for their acquisition of control of 
Calco Travel, Inc. (Calco), Hotard Coaches, Inc. (Coaches), and 
Industrial Bus Lines, Inc., d/b/a All Aboard America! (Industrial) 
(collectively, the Three Carriers). 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. Persons 
wishing to oppose the application must follow the rules under 49 CFR 
1182.5 and 1182.8.

DATES: Comments must be filed by June 25, 2012. Applicants may file a 
reply by July 10, 2012. If no comments are filed by June 25, 2012, this 
notice shall be effective on that date.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21044 to: Surface Transportation Board, 395 E Street 
SW., Washington, DC 20423-0001. In addition, send one copy of comments 
to Applicants' representative: Mark J. Andrews, Strasburger & Price, 
LLP, Suite 640, 1700 K Street NW., Washington, DC 20006.

FOR FURTHER INFORMATION CONTACT: Amy C. Ziehm, (202) 245-0391. Federal 
Information Relay Service (FIRS) for the hearing impaired: 1-800-877-
8339.

SUPPLEMENTARY INFORMATION: AHI is a noncarrier corporation established 
under the laws of Delaware. The majority of AHI's stock is held by a 
group of investors participating in Celerity Holdings, a noncarrier 
limited liability company organized under the laws of Delaware. 
Celerity Partners, the managing member of Celerity Holdings, is also a 
noncarrier limited liability company organized under the laws of 
Delaware.
    Calco and Coaches are corporations established under the laws of 
Louisiana, are headquartered in Geismar and New Orleans, La., 
respectively, and are commonly controlled by Callen Hotard, a 
noncarrier individual. Mr. Hotard is president of both Calco and 
Coaches and is the direct owner of 100 percent of the stock of Calco. 
He and Coleen Hotard are equal co-owners of Hotard Travel, an 
intermediate holding company and noncarrier, which owns 100 percent of 
the stock of Coaches. Calco and Coaches hold authority from the Federal 
Motor Carrier Safety Administration (FMCSA) as motor carriers of 
passengers (license nos. MC-161177 and MC-143881, respectively). 
Industrial is a corporation established under the laws of New Mexico, 
headquartered in Mesa, Ariz., and is controlled through stock ownership 
by Jack D. Wigley, a noncarrier individual, and by the Wigley family 
trusts (Wigley Trusts), which are also noncarriers. Industrial holds a 
FMCSA license (MC-133171) as a motor carrier of passengers.
    Calco and Coaches currently operate a total of 89 vehicles in 
Louisiana and Mississippi. According to Applicants, Calco and Coaches 
have been operationally integrated to a significant degree since coming 
under common control of Mr. Hotard.\1\ Applicants state that charter 
and sightseeing services account for approximately 67 percent of the 
combined Calco-Coaches revenues, with contracted transit and shuttle 
services accounting for the remaining 33 percent. Industrial operates 
84 vehicles

[[Page 27856]]

in Arizona, New Mexico, and Texas. Applicants indicate that 38 percent 
of Industrial's revenues are derived from charter and sightseeing 
services and 51 percent of its revenues come from contracted transit 
and shuttle work. The remaining 11 percent of Industrial's revenues, 
according to Applicants, come from scheduled regular-route operations 
and related package express service and vehicle maintenance and repair 
services for third parties.
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    \1\ See Callen Hotard--Acquis.--Hotard Coaches, Inc., MCF 21022 
(STB served July 13, 2007).
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    Under the proposed transaction, Applicants seek permission for AHI 
(and for Celerity Partners and Celerity Holdings indirectly) to acquire 
100 percent control of Calco through purchase of its stock from Mr. 
Hotard, of Coaches through purchase of its stock from Hotard Travel, 
and of Industrial through purchase of its stock from Mr. Wigley and 
Wigley Trusts. Applicants state that the acquisition would be 
structured through a series of stock purchase agreements (SPAs), to be 
executed by and between the Applicants and the selling shareholders of 
each of the Three Carriers, and that Mr. Hotard and Mr. Wigley would 
become minority shareholders in AHI. The parties state that they 
anticipate that the SPAs will be executed during April 2012.\2\
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    \2\ We note that Applicants may not exercise control over the 
Three Carriers until Board approval and authorization are effective.
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    Under 49 U.S.C. 14303(b), the Board must approve and authorize a 
motor carrier of passengers transaction it finds consistent with the 
public interest, taking into consideration at least: (1) The effect of 
the transaction on the adequacy of transportation to the public; (2) 
the total fixed charges that result; and (3) the interest of affected 
carrier employees. Applicants submitted information, as required by 49 
CFR 1182.2, including the information to demonstrate that the proposed 
transaction is consistent with the public interest under 49 U.S.C. 
14303(b), and a statement that the 12-month aggregate gross operating 
revenues of the Three Carriers exceeded $2 million.
    Applicants state that the proposed transaction will have no 
significant impact on the adequacy of transportation services available 
to the public, because Applicants do not intend to change substantially 
the physical operations historically conducted by the Three Carriers. 
Rather, Applicants anticipate enhancing operations of the Three 
Carriers by implementing vehicle sharing arrangements, by providing 
coordinated driver training and safety management services, and by 
centralizing various management support functions. With respect to 
fixed charges, Applicants state that their control of the Three 
Carriers would generate economies of scale that would reduce a variety 
of unit costs and that, with its increased market position, Applicants 
would be able to access financing on more favorable terms. In addition 
to better interest rates, Applicants expect that the Three Carriers 
would be able to enhance modestly their volume purchasing power, thus 
reducing insurance premiums and achieve deeper volume discounts for 
equipment and fuel. According to Applicants, the transaction would have 
a positive impact on employee interests, as the economies and 
efficiencies resulting from the proposed transaction would directly 
benefit the Three Carriers' employees by maintaining job security and 
retaining or expanding the volume of available work.
    Applicants further note that the acquisition would have no adverse 
impact on competition, namely because Industrial competes in a 
geographic market that does not significantly overlap the geographic 
market in which Calco and Coaches compete. Applicants also state that 
the Three Carriers face significant competition in both commuter and 
shuttle services under contract, as well as charter or leisure 
transportation in motor coaches. Additional information, including a 
copy of the application, may be obtained from Applicants' 
representative.
    On the basis of the application, the Board finds that the proposed 
acquisition of control is consistent with the public interest and 
should be tentatively approved and authorized. If any opposing comments 
are timely filed, this finding will be vacated automatically, 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(c). If no opposing comments are filed by the expiration 
of the comment period, this notice will take effect automatically and 
will be the final Board action.
    The party's application and Board decisions and notices are 
available on our Web site at www.stb.dot.gov.
    This decision will not significantly affect either the quality of 
the human environment or the conservation of energy resources.
    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 as having been vacated.
    3. This notice will be effective June 25, 2012, unless opposing 
comments are timely filed by June 25, 2012.
    4. A copy of this decision will be served on: (1) 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: May 3, 2012.

    By the Board, Chairman Elliott, Vice Chairman Mulvey, and 
Commissioner Begeman.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2012-11389 Filed 5-10-12; 8:45 am]
BILLING CODE 4915-01-P