[Federal Register Volume 81, Number 214 (Friday, November 4, 2016)]
[Notices]
[Pages 76994-76997]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-26724]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21073]
National Express LLC--Acquisition of Control--Trinity, Inc.,
Trinity Cars, Inc., and Trinity Student Delivery, LLC
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving and authorizing finance
transaction.
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SUMMARY: On October 7, 2016, National Express LLC (National Express or
Applicant), a noncarrier, filed an application under 49 U.S.C. 14303 to
acquire control of Trinity, Inc. (Trinity), Trinity Cars, Inc. (Trinity
Cars), and Trinity Student Delivery, LLC (Trinity Student)
(collectively, Acquisition 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 at 49 CFR
1182.5 & 1182.8.
DATES: Comments must be filed by December 19, 2016. Applicant may file
a reply by January 3, 2017. If no opposing comments are filed by
December 19, 2016, this notice shall be effective on December 20, 2016.
ADDRESSES: Send an original and 10 copies of any comments referring to
Docket No. MCF 21073 to: Surface Transportation Board, 395 E Street
SW., Washington, DC 20423-0001. In addition, send one copy of comments
to Applicant's representative: Andrew K. Light, Scopelitis, Garvin,
Light, Hanson & Feary, P.C., 10 W. Market Street, Suite 1500,
Indianapolis, IN 46204.
FOR FURTHER INFORMATION CONTACT: Jonathon Binet (202) 245-0368. Federal
Information Relay Service (FIRS) for the hearing impaired: 1-800-877-
8339.
SUPPLEMENTARY INFORMATION: Applicant, a noncarrier, states that it is a
holding company organized under the laws of the state of Delaware that
is indirectly controlled by a British corporation, National Express
Group, PLC (Express Group). Applicant states that Express Group
indirectly controls the following passenger motor carriers
(collectively, National Express Affiliated Carriers): Beck Bus
Transportation Corp. (Beck); Carrier Management Corporation (CMI);
Diamond Transportation Services, Inc. (Diamond); Durham School
Services, L.P. (Durham); MV Student Transportation, Inc. (MV); National
Express Transit Corporation (NETC); National Express Transit Services
Corporation (NETSC); Petermann Ltd. (LTD); Petermann Northeast LLC
(Northeast); Petermann Northwest LLC (Northwest); Petermann Southwest
LLC (Southwest); Petermann STSA, LLC (STSA); The Provider Enterprises,
Inc. (Provider); Rainbow Management Service Inc. (Rainbow); Robertson
Transit, Inc. (Robertson); Safeway Training and Transportation Services
Inc. (Safeway); Septran, Inc. (Septran); Smith Bus Service, Inc.
(Smith); Suburban Paratransit Service, Inc. (Suburban Paratransit);
Trans Express,
[[Page 76995]]
Inc. (Trans Express); and White Plains Bus Company, Inc. (White
Plains).
Applicant asserts the following facts regarding the National
Express Affiliated Carriers held by Express Group:
Beck is a passenger motor carrier primarily engaged in
providing student school bus transportation services in the states of
Illinois and Indiana under contracts with regional and local school
jurisdictions. Beck also provides charter passenger services to the
public. It holds interstate common carrier authority from Federal Motor
Carrier Safety Administration under MC-143528.
CMI is a passenger motor carrier doing business as
Matthews Bus Company and is primarily engaged in providing student
school bus transportation services in the state of Pennsylvania under
contracts with regional and local school jurisdictions. CMI also
provides intrastate charter passenger services to the public. CMI does
not have interstate carrier authority as it is not required for the
operations conducted by CMI.
Diamond is a passenger motor carrier providing exempt
interstate and regulated intrastate paratransit and shuttle services in
the District of Columbia metropolitan area. It does not have interstate
carrier authority.
Durham is a passenger motor carrier primarily engaged in
providing student school bus transportation services in approximately
32 states under contracts with regional and local school jurisdictions.
Durham also provides charter passenger services to the public. It holds
interstate common carrier authority under MC-163066.
MV is a passenger motor carrier primarily engaged in
providing student school bus transportation services in the state of
Missouri under contracts with regional and local school jurisdictions.
MV also provides charter passenger services to the public. It holds
interstate common carrier authority under MC-148934.
NETC is an intrastate passenger motor carrier with its
principal place of business in Cincinnati, Ohio. NETC does not have
interstate carrier authority.
NETSC is a passenger motor carrier engaged primarily in
providing intrastate transit services in the areas of Westmoreland, PA;
Arlington, VA; Greensboro, NC; Vallejo, CA; and Yuma, AZ. NETSC does
not have interstate carrier authority as it is not required for the
operations conducted by NETSC.
LTD is a passenger motor carrier primarily engaged in
providing non-regulated school bus transportation services in the state
of Ohio under contracts with regional and local school jurisdictions.
LTD also provides charter passenger services to the public. It holds
interstate common carrier authority under MC-364668.
Northeast is a passenger motor carrier primarily engaged
in providing student school bus transportation services, primarily in
the states of Ohio and Pennsylvania under contracts with regional and
local school jurisdictions. Northeast also provides charter passenger
services to the public. It holds interstate contract carrier authority
under MC-723926.
Northwest is a passenger motor carrier primarily engaged
in providing non-regulated school bus transportation services under
contracts with regional and local school jurisdictions. Northwest does
not have interstate carrier authority as it is not required for the
operations conducted by Northwest.
Southwest is a passenger motor carrier primarily engaged
in providing student school bus transportation services in the state of
Texas under contracts with regional and local school jurisdictions.
Southwest also provides charter passenger services to the public. It
holds interstate contract carrier authority under MC-644996.
STSA is a passenger motor carrier primarily engaged in
providing student school bus transportation services, primarily in the
state of Kansas under contracts with regional and local school
jurisdictions. STSA also provides charter passenger services to the
public. It holds interstate contract carrier authority under MC-749360.
Provider is a passenger motor carrier doing business as
Provider Bus, and is primarily engaged in providing non-regulated
school bus transportation services in the state of New Hampshire under
contracts with regional and local school jurisdictions. Provider does
not have interstate carrier authority as it is not required for the
operations conducted by Provider.
Rainbow provides interstate and intrastate charter and
special party passenger transportation services in the state of New
York. It holds interstate passenger common carrier authority under MC-
490015.
Robertson is a passenger motor carrier primarily engaged
in providing non-regulated school bus transportation services in the
state of New Hampshire under contracts with regional and local school
jurisdictions. Robertson also provides charter passenger service to the
public. It does not have active interstate carrier authority, though
MC-176053 is assigned to it.
Safeway is a passenger motor carrier primarily engaged in
providing non-regulated school bus transportation services in the state
of New Hampshire under contracts with regional and local school
jurisdictions. It does not have active interstate carrier authority,
though MC-522039 is assigned to it.
Septran is a passenger motor carrier primarily engaged in
providing non-regulated school bus transportation services in the state
of Illinois under contracts with regional and local school
jurisdictions. It does not have active interstate carrier authority,
though MC-795208 is assigned to it.
Smith is a passenger motor carrier primarily engaged in
providing non-regulated school bus transportation services in the state
of Maryland and surrounding areas under contracts with regional and
local school jurisdictions. Smith does not have interstate carrier
authority as it is not required for the operations conducted by Smith.
Suburban Paratransit is a motor carrier providing
paratransit services primarily in Westchester County and Bronx, N.Y.
Suburban Paratransit does not have interstate carrier authority as it
is not required for the operations conducted by Suburban Paratransit.
Trans Express provides interstate and intrastate passenger
transportation services in the state of New York. It holds interstate
passenger common carrier authority under MC-187819.
White Plains is a passenger motor carrier doing business
as Suburban Charters, and it operates primarily as a provider of non-
regulated school bus transportation services in the state of New York.
White Plains also operates as a motor passenger carrier providing
charter service to the public. It holds interstate passenger common
carrier authority under MC-160624.
Applicant asserts the following facts with regard to the
Acquisition Carriers:
Trinity is a Michigan corporation operating primarily as a
provider of non-regulated school bus transportation services in
southeastern Michigan, and also operates as a passenger motor carrier
providing charter service to the public. Trinity holds common carrier
operating authority under MC-364003.
Trinity Cars is also a Michigan corporation, operating as
an intrastate passenger motor carrier as a provider of for-hire sedan
and van service in southeastern Michigan. Trinity Cars holds interstate
operating authority under MC-632139.
Trinity Student is a Michigan limited liability company
and a wholly-owned subsidiary of Trinity. Trinity Student operates
primarily as a provider of non-regulated school bus transportation
services in the areas of Toledo and Cleveland, Ohio. Trinity
[[Page 76996]]
Student also provides interstate charter passenger services. For
purposes of its interstate passenger operations, Trinity Student holds
common and contract carrier operating authority under MC-836335.
Applicant states that all of the issued and outstanding stock of
Trinity and Trinity Cars is owned and held by Jerry Sheppard, Jr.,
Trustee of the Jerry Sheppard, Jr. Revocable Inter-Vivos Trust U/A/D
Sept. 24, 2003, as amended (Jerry Sheppard Trust), and Rebetha J.
Sheppard, Trustee of the Rebetha J. Sheppard Revocable Inter-Vivos
Trust U/A/D Sept. 24, 2003, as amended (Rebetha Sheppard Trust)
(collectively, Sellers).
Applicant asserts that there is one affiliate of the Acquisition
Carriers, Trinity Coach, LLC, though it is not a part of the
contemplated transaction. Applicant states that Trinity Coach, LLC, is
a Michigan limited liability company that is a passenger motor carrier
providing interstate services under common carrier authority under MC-
537169. Jerry Sheppard, Jr., individually, holds a 100% membership
interest in Trinity Coach, LLC.
Applicant further states that, other than the National Express
Affiliated Carriers, the Acquisition Carriers, and Trinity Coach, there
are no other affiliated carriers with regulated interstate operations,
and the Sellers have no other direct or indirect ownership interest in
any other interstate passenger motor carrier.
Applicant also asserts that it would acquire direct 100% control of
Trinity and Trinity Cars through stock ownership, and indirect control
of Trinity Student as a wholly-owned subsidiary of Trinity.
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. Applicant 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 the National Express Affiliated Carriers and the Acquisition
Carriers exceeded $2 million for the preceding 12-month period. See 49
U.S.C. 14303(g).\1\
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\1\ Applicants with gross operating revenues exceeding $2
million are required to meet the requirements of 49 CFR 1182.
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Applicant submits that the proposed transaction would have no
significant impact on the adequacy of transportation services to the
public, as the Acquisition Carriers would continue to provide the
services they currently provide using the same names for the
foreseeable future. Applicant states that the Acquisition Carriers
``will continue to operate, but going forward, will be operating within
the National Express corporate family.'' (Appl. 14.)
According to Applicant, ``[t]he addition of the Acquisition
Carriers to the carriers held by National Express is consistent with
the practices within the passenger motor carrier industry of strong,
well-managed transportation organizations adapting their corporate
structure to operate several different passenger carriers within the
same market, but in different geographic areas.'' (Id.) Applicant
asserts that the Acquisition Carriers are experienced in some of the
same market segments already served by some of the National Express
Affiliated Carriers. Applicant expects the transaction to result in
operating efficiencies and cost savings derived from economies of
scale, all of which, Applicant states, would help to ensure the
provision of adequate service to the public. Applicant further asserts
that bringing the Acquisition Carriers within the National Express
corporate family would serve to enhance the viability of the overall
organization and the operations of the National Express Affiliated
Carriers, which would ensure the continued availability of adequate
passenger transportation service for the public. (Id.)
Applicant also claims that neither competition nor the public
interest would be adversely affected by the contemplated transaction.
Applicant states that the Acquisition Carriers are ``relatively small
carriers in the overall markets in which they compete: Unregulated
metropolitan school bus operations, providers of charter services, and
providers of sedan and van services.'' (Id.) Applicant states that
school bus operators typically occupy a limited portion of the charter
business because (i) the equipment offered is not as comfortable as
that offered by motor coach operators; and (ii) scheduling demands
imposed by the primary school bus operation impose major constraints on
charter services that can be offered. It further explains that the
sedan and van services business sector is comprised of a number of
providers, with no provider having a dominant market share in the
sector. Applicant also explains that the charter and sedan and van
services offered by the Acquisition Carriers are geographically
dispersed from those of the National Express Affiliated Carriers, and
that there is limited overlap in service areas and/or in customer bases
among the National Express Affiliated Carriers and the Acquisition
Carriers. Thus, Applicant states that the impact of the contemplated
transaction on the regulated motor carrier industry would be minimal at
most and that neither competition nor the public interest would be
adversely affected.
Applicant asserts that there are no fixed charges associated with
the contemplated transaction. Applicant also states that it does not
anticipate a measurable reduction in force or changes in compensation
levels and/or benefits to employees. Applicant submits, however, that
staffing redundancies could potentially result in limited downsizing of
back-office or managerial level personnel.
The Board finds that the acquisition proposed 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.
This action is categorically excluded from environmental review
under 49 CFR 1105.6(c).
Board decisions and notices are available on our Web site 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 December 20, 2016, unless opposing
comments are filed by December 19, 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;
[[Page 76997]]
and (3) the U.S. Department of Transportation, Office of the General
Counsel, 1200 New Jersey Avenue SE., Washington, DC 20590.
Decided: November 1, 2016.
By the Board, Chairman Elliott, Vice Chairman Miller, and
Commissioner Begeman.
Brendetta S. Jones,
Clearance Clerk.
[FR Doc. 2016-26724 Filed 11-3-16; 8:45 am]
BILLING CODE 4915-01-P