[Federal Register Volume 82, Number 216 (Thursday, November 9, 2017)]
[Notices]
[Pages 52091-52094]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24429]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21078]


National Express LLC--Acquisition of Control--Queen City 
Transportation, LLC

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On October 13, 2017, National Express LLC (National Express or 
Applicant), a noncarrier, filed an application under to acquire control 
of Queen City Transportation, LLC (Queen

[[Page 52092]]

City). 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.

DATES: Comments must be filed by December 26, 2017. Applicant may file 
a reply by January 8, 2018. If no opposing comments are filed by 
December 26, 2017, this notice shall be effective on December 27, 2017.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21078 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 1400, 
Indianapolis, IN 46204.

FOR FURTHER INFORMATION CONTACT: Nathaniel Bawcombe (202) 245-0376. 
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, d/b/a 
Matthews Bus Company (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); National Express 
Transit--Yuma (NETY); Petermann Ltd. (Petermann); 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, Inc. (Trans Express); Trinity, Inc. 
(Trinity); Trinity Cars, Inc. (Trinity Cars); Trinity Coach LLC 
(Trinity Coach); Trinity Student Delivery LLC (Trinity Student); and 
White Plains Bus Company, Inc., d/b/a Suburban Charters (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 state of 
Illinois under contracts with regional and local school jurisdictions. 
Beck also provides charter passenger services to the public. It holds 
interstate carrier authority from Federal Motor Carrier Safety 
Administration (FMCSA) 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 several states 
under contracts with regional and local school jurisdictions. Durham 
also provides charter passenger services to the public. It holds 
interstate carrier authority under MC-163066.
     MV is a passenger motor carrier primarily engaged in 
providing student school bus transportation services in the state of 
Illinois under contracts with regional and local school jurisdictions. 
MV also provides charter passenger services to the public. It holds 
interstate 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, N.C.; Jackson, Miss.; Orlando, Fla.; 
and Vallejo, Cal. NETSC does not have interstate carrier authority as 
it is not required for the operations conducted by NETSC.
     NETY is a passenger motor carrier primarily engaged in 
providing interstate paratransit services in the area of Yuma, Ariz. It 
holds interstate carrier authority under FMCSA Docket No. 960629.
     Petermann 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. Petermann also provides charter passenger services to 
the public. It holds interstate 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 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 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 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 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

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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 
carrier authority under MC-187819.
     Trinity is passenger motor carrier engaged in providing 
non-regulated school bus transportation services in southeastern 
Michigan, and also operates charter service to the public. Trinity 
holds interstate carrier authority under MC-364003.
     Trinity Cars is an intrastate passenger motor carrier 
providing for-hire sedan and van service in southeastern Michigan. It 
does not have active interstate carrier authority, though MC-632139 is 
assigned to it.
     Trinity Coach is a passenger motor carrier providing 
intrastate private and charter motor coach services in the state of 
Michigan. It does not have active interstate carrier authority, though 
MC-537169 is assigned to it.
     Trinity Student is a passenger motor carrier primarily 
engaged in providing non-regulated school bus transportation services 
in the areas of Toledo and Cleveland, Ohio. Trinity Student also 
provides charter passenger services. It holds interstate carrier 
authority under MC-836335.
     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 carrier authority 
under MC-160624.
    Applicant asserts the following facts about Queen City:
     Queen City is an Ohio limited liability company. It 
operates primarily as a provider of non-regulated school bus 
transportation services in the area of Cincinnati, Ohio. Queen City 
also provides interstate and intrastate charter services under the 
assumed names, Charter Bus Services and Klug Bus Services. For purposes 
of its interstate passenger operations, it holds interstate carrier 
authority under MC-163846.
    Applicant states that all of the issued and outstanding membership 
interest of Queen City is owned and held by Haid Acquisitions LLC 
(Seller), an Ohio limited liability company, of which Aaron M. Haid, an 
individual, is the sole member. Applicant further states that neither 
the Seller nor Mr. Haid has any direct or indirect ownership interest 
in any other interstate passenger motor carrier and that Queen City is 
not affiliated with any other passenger carriers that have interstate 
operating authority.
    Applicant asserts that National Express would acquire all of the 
outstanding membership interest in Queen City, resulting in 100% 
control of Queen City through the membership acquisition. Applicant 
further states that, other than the National Express Affiliated 
Carriers and Queen City, there are no other affiliated carriers with 
regulated interstate operations that are involved in this application.
    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), see 49 CFR 1182.2(a)(7), and a statement that the aggregate 
gross operating revenues of the National Express Affiliated Carriers 
and Queen City exceeded $2 million for the preceding 12-month period 
consistent with 49 U.S.C. 14303(g), see 49 CFR 1182.2(a)(5).
    Applicant submits that the proposed transaction would have no 
material impact on the adequacy of transportation services to the 
public, as Queen City would continue to provide the services it 
currently provides using the same names. Applicant states that Queen 
City ``will continue to operate, but going forward, will be operating 
within the National Express corporate family, an organization already 
thoroughly experienced in passenger transportation operations.'' (Appl. 
14.)
    According to Applicant, ``[t]he addition of Queen City 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 Queen 
City is 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. (Id.) 
Applicant further asserts that bringing Queen City 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 Queen City is ``a relatively small carrier in the 
overall markets in which it competes: unregulated metropolitan school 
bus operations and regulated motor coach passenger charter services.'' 
(Id. at 16.) Applicant states that, with respect to Queen City's school 
bus operations, it competes directly with First Student, Inc., and 
other school bus service providers in the Cincinnati metropolitan area. 
It further explains that there are a number of motor coach passenger 
charter services in the Cincinnati metropolitan area, resulting in a 
very competitive market. (Id.) Applicant also explains that there is 
limited overlap in service areas and/or in customer bases among the 
National Express Affiliated Carriers and Queen City. (Id.) 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

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the public interest would be adversely affected.
    Applicant asserts that there are no significant 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 or benefits to employees. Applicant submits, 
however, that staffing redundancies could 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 27, 2017, unless opposing 
comments are filed by December 26, 2017.
    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 3, 2017.

    By the Board, Board Members Begeman and Miller.
Tammy Lowery,
Clearance Clerk.
[FR Doc. 2017-24429 Filed 11-8-17; 8:45 am]
 BILLING CODE 4915-01-P