[Federal Register Volume 83, Number 189 (Friday, September 28, 2018)]
[Notices]
[Pages 49146-49148]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-21142]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21083]


National Express LLC--Acquisition of Control--Wise Coaches, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On August 31, 2018, National Express LLC (National Express) 
and Alan Wise (collectively, Applicants), noncarriers, jointly filed an 
application under 49 U.S.C. 14303 for National Express to acquire 
control of Wise Coaches, Inc. d/b/a Wise Coach of Nashville (Wise). 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 November 13, 2018. Applicants may file 
a reply by November 27, 2018. If no opposing comments are filed by 
November 13, 2018, this notice shall be effective on November 14, 2018.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21083 to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. In addition, send one copy of comments to 
National Express' representative: Andrew K. Light, Scopelitis, Garvin, 
Light, Hanson & Feary, P.C., 10 W Market Street, Suite 1400, 
Indianapolis, IN 46204.

FOR FURTHER INFORMATION CONTACT: Sarah Fancher (202) 245-0355. Federal 
Information Relay Service (FIRS) for the hearing impaired: 1-800-877-
8339.

SUPPLEMENTARY INFORMATION: According to the application, National 
Express is a non-carrier 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). (Appl. 1-2.) 
Applicants state that Express Group indirectly controls the following 
passenger motor carriers (collectively, National Express Affiliated 
Carriers):

[[Page 49147]]

Aristocrat Limousine and Bus, Inc. (Aristocrat); Beck Bus 
Transportation Corp. (Beck); Durham School Services, L.P. (Durham); MV 
Student Transportation, Inc. (MV); National Express Transit--Yuma 
(NETY); Petermann Ltd. (Petermann); Petermann Northeast LLC 
(Northeast); Petermann Southwest LLC (Southwest); Petermann STSA, LLC 
(STSA); Queen City Transportation, LLC (Queen City); Trans Express, 
Inc. (Trans Express); Trinity, Inc. (Trinity); Trinity Student Delivery 
LLC (Trinity Student); and White Plains Bus Company, Inc., d/b/a 
Suburban Paratransit Service (White Plains). (Id. at 2.)
    Applicants assert the following facts regarding the National 
Express Affiliated Carriers held by Express Group (id. at 2-7):

     Aristocrat is a passenger motor carrier providing to 
the public interstate passenger charter services in the states of 
New Jersey, New York, and Pennsylvania, and intrastate passenger 
charter services in the state of New Jersey. The USDOT Number 
assigned to Aristocrat is 141894, and Aristocrat has a 
``Satisfactory'' USDOT Safety Rating. Aristocrat holds interstate 
carrier authority from the Federal Motor Carrier Safety 
Administration (FMCSA) under MC-173839.
     Beck is a passenger motor carrier primarily engaged in 
providing non-regulated 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. The USDOT Number assigned to Beck is 277593, and Beck 
has a ``Satisfactory'' USDOT Safety Rating. Beck holds interstate 
carrier authority under MC-143528.
     Durham is a passenger motor carrier primarily engaged 
in providing non-regulated 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. The USDOT Number assigned to Durham is 
350651, and Durham has a ``Satisfactory'' USDOT Safety Rating. 
Durham holds interstate carrier authority under MC-163066.
     MV is a passenger motor carrier primarily engaged in 
providing non-regulated 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. The USDOT Number assigned to MV is 1049130, and MV has a 
``Satisfactory'' USDOT Safety Rating. MV holds interstate carrier 
authority under MC-148934.
     NETY is a passenger motor carrier primarily engaged in 
providing paratransit services in the area of Yuma, Ariz. The USDOT 
Number assigned to NETY is 2532398, and NETY has a ``Satisfactory'' 
USDOT Safety Rating. NETY holds interstate carrier authority under 
MC-960629.
     Petermann is a passenger motor carrier primarily 
engaged in providing non-regulated student 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. The USDOT Number assigned to 
Petermann is 821384, and Petermann has a ``Satisfactory'' USDOT 
Safety Rating. Petermann holds interstate carrier authority under 
MC-364668.
     Northeast is a passenger motor carrier primarily 
engaged in providing non-regulated 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. The USDOT 
Number assigned to Northeast is 2058860, but Northeast does not yet 
have a USDOT Safety Rating. Northeast holds interstate carrier 
authority under MC-723926.
     Southwest is a passenger motor carrier primarily 
engaged in providing non-regulated 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. The USDOT Number assigned to 
Southwest is 1765359, but Southwest does not yet have a USDOT Safety 
Rating. Southwest holds interstate carrier authority under MC-
644996.
     STSA is a passenger motor carrier primarily engaged in 
providing non-regulated 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. The USDOT Number assigned to STSA is 
2133951, and STSA has a ``Satisfactory'' USDOT Safety Rating. STSA 
holds interstate carrier authority under MC-749360.
     Queen City is a passenger motor carrier primarily 
engaged in providing non-regulated student school bus transportation 
services in the metropolitan area of Cincinnati, Ohio, and charter 
passenger services to the public. The USDOT Number assigned to Queen 
City is 224683, and Queen City has a ``Satisfactory'' USDOT Safety 
Rating. Queen City holds interstate carrier authority under MC-
163846.
     Trans Express provides interstate and intrastate 
passenger transportation services in the state of New York. The 
USDOT Number assigned to Trans Express is 530250, and Trans Express 
has a ``Satisfactory'' USDOT Safety Rating. Trans Express holds 
interstate carrier authority under MC-187819.
     Trinity is a passenger motor carrier engaged in 
providing non-regulated school bus transportation services in 
southeastern Michigan and also operates charter service to the 
public. The USDOT Number assigned to Trinity is 822553, but Trinity 
does not yet have a USDOT Safety Rating. Trinity holds interstate 
carrier authority under MC-364003.
     Trinity Student is a passenger motor carrier primarily 
engaged in providing non-regulated school bus transportation 
services in northern Ohio. Trinity Student also provides charter 
passenger services. The USDOT Number assigned to Trinity Student is 
2424638, but Trinity Student does not yet have a USDOT Safety 
Rating. Trinity Student holds interstate carrier authority under MC-
836335.
     White Plains is a passenger motor carrier and operates 
primarily as a provider of non-regulated school bus transportation 
services in the state of New York, paratransit services, and charter 
service to the public. The USDOT Number assigned to White Plains is 
25675, and White Plains has a ``Satisfactory'' USDOT Safety Rating. 
White Plains holds interstate carrier authority under MC-160624.
    Applicants assert the following facts about Wise (Appl. at 7-8):

     Wise is a Tennessee corporation. It operates primarily 
as a motor carrier providing interstate passenger charter services 
in the state of Tennessee and surrounding states, and intrastate 
passenger charter and shuttle services in the state of Tennessee. 
The USDOT Number assigned to Wise is 763412, and Wise has a 
``Satisfactory'' USDOT Safety Rating. Wise holds interstate carrier 
authority under MC-343763.

    Applicants state that Wise is not affiliated with any other 
passenger carrier that has interstate passenger motor carrier 
authority. (Id. at 8.)
    According to the Application, Alan Wise holds all of the issued and 
outstanding equity stock of Wise. Applicants assert that National 
Express would acquire all of the outstanding equity stock, resulting in 
100% control of Wise through the stock acquisition. (Id.) Applicants 
further state that, other than the National Express Affiliated Carriers 
and Wise, there are no other affiliated carriers with regulated 
interstate operations that are involved in this application. (Id.)
    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 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 Wise exceeded $2 million for the preceding 12-month period. See 49 
U.S.C. 14303(g).\1\
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    \1\ Parties must certify that the transaction involves carriers 
whose aggregate gross operating revenues exceed $2 million, as 
required under 49 CFR 1182.2(a)(5).
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    Applicants submit that the proposed transaction would have no 
material

[[Page 49148]]

impact on the adequacy of transportation services to the public, as 
Wise would continue to provide the services it currently provides using 
the same name. (Appl. 9.) Applicants state that Wise ``will continue to 
operate, but going forward, will be operating within the National 
Express corporate family, an organization that is very experienced in 
passenger transportation operations.'' (Id.)
    According to Applicants, ``[t]he addition of Wise 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 services markets, but in 
different geographic areas.'' (Id.) Applicants assert that Wise is 
experienced in some of the same market segments already served by some 
of the National Express Affiliated Carriers. (Id. at 9-10.) Applicants 
expect the transaction to result in improved operating efficiencies, 
increased equipment utilization rates, and cost savings derived from 
economies of scale, all of which, Applicants state, would help to 
ensure the provision of adequate service to the public. (Id. at 10.) 
Applicants further assert that bringing Wise 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.)
    Applicants also claim that neither competition nor the public 
interest would be adversely affected by the contemplated transaction. 
Applicants state that the population and demand for charter and shuttle 
services in Nashville, Tenn., and the surrounding area (the Service 
Area) have consistently grown and are expected to increase in the 
foreseeable future. (Id. at 11.) According to Applicants, Wise competes 
directly with other passenger charter and shuttle service providers in 
the Service Area, including Anchor Tours, First Class Charter, Grand 
Avenue, and Gray Line Nashville. (Id. at 11-12.) Applicants state that 
the Service Area is geographically dispersed from the service areas of 
the National Express Affiliated Carriers, and there is very limited 
overlap in the service areas and customer bases among the National 
Express Affiliated Carriers and Wise. (Id. at 12.) Thus, Applicants 
state 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. (Id.)
    Applicants assert that there are no significant fixed charges 
associated with the contemplated transaction. (Id. at 10.) Applicants 
also state that National Express does not anticipate a measurable 
reduction in force or changes in compensation levels or benefits to 
employees. (Id.) Applicants submit, however, that staffing redundancies 
could result in limited downsizing of back-office or managerial-level 
personnel. (Id.)
    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 website 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 November 14, 2018, unless opposing 
comments are filed by November 13, 2018.
    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: September 24, 2018.

    By the Board, Board Members Begeman and Miller.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2018-21142 Filed 9-27-18; 8:45 am]
 BILLING CODE 4915-01-P