[Federal Register Volume 81, Number 91 (Wednesday, May 11, 2016)]
[Notices]
[Pages 29317-29318]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-11131]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. MCF 21066]


Rose Chauffeured Transportation, LTD--Acquisition of Control--My 
Bus Division of Cherry Consulting of the Carolinas, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On April 11, 2016, Rose Chauffeured Transportation, Ltd. 
(Rose), a noncarrier, filed an application under 49 U.S.C. 14303 so 
that it can obtain approval for its acquisition of common control of 
the MY Bus division of Cherry Consulting of the Carolinas, Inc. 
(Cherry) pursuant to a July 21, 2015, Asset Purchase Agreement (APA) 
between the parties. 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.

DATES: Comments must be filed by June 27, 2016. Rose may file a reply 
by July 11, 2016. If no comments are filed by June 27, 2016, this 
notice shall be effective on June 28, 2016.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21066 to: Surface Transportation Board, 395 E Street 
SW., Washington, DC 20423-0001. In addition, send one copy of comments 
to Rose's representative: Robert Norris, Shumaker, Loop & Kendrick, 
LLP, 101 S. Treyon Street, Suite 2200, Charlotte, NC 28280.

FOR FURTHER INFORMATION CONTACT: Jonathon Binet (202) 245-0368. Federal 
Information Relay Service (FIRS) for the hearing impaired: 1-800-877-
8339.

SUPPLEMENTARY INFORMATION: Rose, a North Carolina corporation, holds 
authority from the Federal Motor Carrier Safety Administration (FMCSA) 
as a motor carrier providing chauffeur and charter bus transportation 
services to the public in the states of North Carolina and South 
Carolina (MC-323248). Rose states that it is privately held and owned 
and managed by its president, H.A. Thompson, a resident of North 
Carolina. According to Rose, it created Rose Charters, LLC (RC), a non-
carrier holding company, for the purpose of consummating the 
transaction between Rose and Cherry. Rose states that RC, which is 
managed by H.A. Thompson, does not have any operating assets or 
interstate motor carrier authority.
    Rose further states that Cherry, a North Carolina corporation, 
provides consultation services related to interstate and intrastate 
transportation. According to Rose, Cherry's MY Bus division owned two 
buses that it used to provide passenger services to churches in and 
around Charlotte, N.C. Rose states that the MY Bus division also 
possessed a Department of Defense (DOD) identification code, which 
allowed it to bid on DOD contracts. Cherry also holds authority from 
the FMCSA as a motor carrier (MC-364041). Rose states that, since 
entering into the APA, Cherry has ceased its activities as a motor 
carrier and, thus, does not compete with Rose.
    Rose seeks Board authority for its acquisition of certain of 
Cherry's assets pursuant to the APA, which, as noted, was dated July 
21, 2015.\1\ Specifically, Rose states that it acquired: (1) Two buses; 
(2) DOT registration number 822939; (3) FMCSA license MD-364041; (4) 
DOD identification code MYAJ; (5) the ``MY Bus'' name and all other 
common law intellectual property rights related to MY Bus; (6) the 
email address ``[email protected]''; and (7) the Web site addresses, 
domains, telephone numbers, and fax numbers related to MY Bus.
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    \1\ Rose states that, at the time they entered into the APA, 
none of the parties were aware of the Board's jurisdiction over the 
transaction. Rose now seeks retroactive, or nunc pro tunc, approval 
of the transaction. The Board will tentatively approve and authorize 
the transaction, but only as of the date of service of this 
decision, and not retroactively. Absent any comments, this notice 
shall be effective on June 28, 2016.
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    Rose states that the purchase of assets only does not necessarily 
trigger Board jurisdiction, but it argues that the Board has 
jurisdiction here given that there is significant preservation of the 
identity of Cherry's MY Bus division. We agree. See Cowan Transp., 
Inc.--Purchase Exemption--Bowman Int'l Domestic Transp., Inc., Docket 
No. MCF 20144 et al. (ICC served Dec. 30, 1993) (agency authority 
exists where there is preservation of the corporate identity of the 
selling carrier coupled with the agreement that the selling carrier 
will cease competitive operations).\2\
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    \2\ We also note that, according to Rose, Cherry ``operated a 
largely intrastate point-to-point and special party passenger 
service to local churchgoers,'' but it also had interstate 
operations due to ``its location in Charlotte, North Carolina, being 
a few miles away from the South Carolina border, and the fact that 
several churchgoers in Charlotte lived over the state border in 
South Carolina.'' (Appl. 8) See 49 U.S.C. 13501 (the Board has 
jurisdiction ``over transportation by motor carrier and the 
procurement of that transportation, to the extent that passengers, 
property, or both, are transported by motor carrier . . . between a 
place in . . . a State and a place in another State.'').
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    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. Rose submitted information, as 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), and a 
statement that the aggregate gross operating revenues of Rose and 
Cherry exceeded $2 million for the preceding 12-month period. See 49 
U.S.C. 14303(g).
    Rose submits that the proposed transaction would have no 
significant impact on the adequacy of transportation services to the 
public. Rose states that it will be able to bid on and perform DOD 
contracts that Cherry did not have the resources to handle. In fact, 
Rose anticipates improved public service because Cherry had not bid on 
or received any DOD contracts in the years prior to the transaction, 
and Rose has bid on and performed several DOD contracts since the 
transaction ``to the full satisfaction of all parties.'' (Appl. 7.)
    Rose asserts there are no fixed charges associated with the 
transaction or the proposed acquisition of control. Rose also states 
that it does not anticipate a measurable reduction in force or changes 
in compensation and benefits,

[[Page 29318]]

and states that Cherry has not terminated any employees since the 
transaction was agreed upon in July 2015.
    The Board finds that the acquisition described 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(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''.
    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 June 28, 2016, unless opposing 
comments are filed by June 27, 2016.
    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: May 6, 2016.

    By the Board, Chairman Elliott, Vice Chairman Miller, and 
Commissioner Begeman.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2016-11131 Filed 5-10-16; 8:45 am]
 BILLING CODE 4915-01-P