[Federal Register Volume 79, Number 131 (Wednesday, July 9, 2014)]
[Notices]
[Pages 39063-39064]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-16056]



[[Page 39063]]

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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. MCF 21058 \1\]


Texas Bus and Limo Acquisition Corp.--Control--GBJ, Inc.; Echo 
Tours and Charters L.P.; Roadrunner Charters, Inc.; Star Shuttle, Inc.; 
Tri-City Charters of Bossier, Inc.

AGENCY: Surface Transportation Board, DOT.

ACTION: Notice Tentatively Authorizing Finance Transaction.

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SUMMARY: Texas Bus and Limo Acquisition Corp. (TBL), GBJ, Inc. (GBJ), 
Echo Tours and Charters L.P. (Echo), Roadrunner Charters, Inc. 
(Roadrunner), and Star Shuttle, Inc. (Star) (collectively, Applicants) 
have filed an application under 49 U.S.C. 14303 for Echo to acquire 
control of Tri-City Charters of Bossier, Inc. (Tri-City), and for TBL 
thereafter to acquire control of GBJ, Echo, Roadrunner, and Star. 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 at 49 CFR 1182.5 and 1182.8.
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    \1\ A request for interim approval under 49 U.S.C. 14303(i) was 
included in Applicants' filing. In a decision served on July 9, 2014 
in related Docket No. MCF 21058 TA, interim approval is granted, 
effective on the service date of that decision.

DATES: Comments must be filed by August 25, 2014. Applicants may file a 
reply by September 8, 2014. If no comments are filed by August 25, 
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2014, this notice shall be effective on August 26, 2014.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21058 to: Surface Transportation Board, 395 E Street 
SW., Washington, DC 20423-0001. In addition, send one copy of comments 
to Applicant's representative: Richard P. Schweitzer, Richard P. 
Schweitzer, PLLC, Suite 800, 1776 K Street NW., Washington, DC 20006.

FOR FURTHER INFORMATION CONTACT: Scott Zimmerman, (202) 245-0386. 
Federal Information Relay Service (FIRS) for the hearing impaired: 1-
800-877-8339.

SUPPLEMENTARY INFORMATION: TBL is a noncarrier holding company 
organized as a C Corp in Texas. Under the proposed transaction, TBL 
would acquire ownership and control of the stock of four Federally 
regulated motor carriers of passengers: Echo (MC-755212), GBJ (MC-
369531), Roadrunner (MC-467373), and Star (MC-309567). Before TBL's 
acquisition of those four carriers, Echo would acquire 100 percent 
control of Tri-City (MC-370884), another Federally regulated motor 
carrier of passengers. (Echo, GBJ, Roadrunner, Star, and Tri-City are 
collectively called ``Applicant carriers.'') Applicants state that, 
additionally, $75 million in debt among Echo, GBJ, Roadrunner, and Star 
is being consolidated and restructured. If the transaction is approved, 
upon completion: (1) Echo would own 100 percent of the Tri-City stock 
(as well as its equipment and operating authority); (2) TBL would own 
100 percent of the stock of Echo, GBJ, Roadrunner, and Star; and (3) 
Echo, GBJ, Roadrunner, and Star would own 100 percent of the TBL stock 
in equal shares. Applicants state that by consolidating their 
operations under TBL, they would be able to gain efficiencies and to 
consolidate and restructure debt of each carrier.
    Applicants state that TBL, GBJ, Roadrunner, and Star are not 
affiliated with any other motor carriers. GBJ provides interstate 
charter transportation, local city shuttle service, and sedan service 
in the Houston metropolitan area. Roadrunner provides charter services 
in the Dallas/Fort Worth metropolitan area. Star provides charter, 
convention, and tour operations, as well as paratransit and transit 
services, in the San Antonio and Austin markets. Tri-City, which has no 
parent, subsidiaries, or affiliates, provides charter service in 
Louisiana, Texas, and other parts of the southeast United States. Echo, 
which is owned and controlled by a limited general partnership 
organized under an unincorporated entity called ET&C GP, provides 
charter, tour, and local city shuttle transportation in the Dallas, 
Fort Worth, Abilene, Tyler, and Waco markets. Echo owns 100 percent of 
the stock of its subsidiary, Echo Transportation Solutions, LLC, which 
provides premium sedan and limousine service but does not operate 
commercial vehicles and holds no federal or state operating authority; 
Echo also owns and controls 50 percent of the stock of Gotta Go Tours 
by Patti, LLC, a company that provides tour marketing services and also 
holds no Federal or state operating authority.
    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; and (3) the interest of affected carrier 
employees. Applicants have 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 Applicants' aggregate gross operating 
revenues for the preceding 12 months exceeded $2 million, see 49 U.S.C. 
14303(g).
    Applicants submit that the proposed transaction would have no 
significant impact on the adequacy of transportation because Applicants 
do not intend to change the operations of the Applicant carriers. 
Rather, Applicants anticipate that consolidating their operations would 
enhance service to the public by allowing carriers to engage in vehicle 
sharing arrangements, centralizing certain management functions, and 
allowing carriers to take advantage of better financial terms. 
According to Applicants, the debt restructuring would allow the 
carriers to increase investment in their companies and would allow them 
to replace aging vehicles with newer, more energy efficient vehicles on 
more favorable financial terms. With respect to fixed charges, 
Applicants state that the debt restructuring would lower interest 
payments on existing debt and allow them to secure better financial 
terms for additional financing of equipment. Thus, Applicants expect 
their overall fixed charge for financing of equipment acquisitions 
would decrease while their combined financial structure would be 
strengthened. Applicants state that the transaction would not have an 
overall negative impact on employees. The proposed transaction would 
consolidate some administrative and headquarters personnel, but 
Applicants assert that any contraction of personnel would be offset by 
additions in higher paying sales and field operations personnel in 
multiple cities in Texas.
    Applicants further assert that the acquisition would not have a 
material adverse effect on competition, because the markets in which 
Applicant carriers compete are subject to robust competition. 
Applicants state that the Dallas/Fort Worth area, in which Echo and 
Roadrunner provide charter service, has over 15 interstate providers of 
charter and tour services generating over $150 million in annual 
revenues and operating approximately 670 vehicles. According to 
Applicants, the combined revenues of Echo and Roadrunner would be less 
than one-third of the market's annual revenues and would account for 
about 100 vehicles in the Dallas/Fort Worth market. Applicants estimate 
that the combined share of the Applicant carriers in the East Texas

[[Page 39064]]

market would be less than 7.5 percent, and that it would not exceed 14 
percent in the Dallas/Fort Worth market. Applicants note that areas 
served by the Applicant carriers are largely separate and distinct, 
with a small amount of overlap in the larger markets. Applicants 
further reiterate the Board's findings in other cases regarding low 
barriers to entry into the interstate bus industry.
    On the basis of the application, the Board finds that the proposed 
acquisition 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(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.
    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 vacated.
    3. This notice will be effective August 26, 2014, unless opposing 
comments are filed by August 25, 2014.
    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: July 3, 2014.

    By the Board, Chairman Elliott, Vice Chairman Miller, and 
Commissioner Begeman.
Derrick A. Gardner,
Clearance Clerk.
[FR Doc. 2014-16056 Filed 7-8-14; 8:45 am]
BILLING CODE 4915-01-P