[Federal Register Volume 86, Number 97 (Friday, May 21, 2021)]
[Notices]
[Pages 27664-27666]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-10782]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21093]


EQT Infrastructure V Collect EUR SCSp and EQT Infrastructure V 
Collect USD SCSp--Acquisition of Control--First Student, Inc.; First 
Transit, Inc.; First Mile Square, LLC; First Canada ULC; and Transit 
Management of Dutchess County, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice Tentatively Approving and Authorizing Finance 
Transaction.

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SUMMARY: EQT Infrastructure V Collect EUR SCSp and EQT Infrastructure V 
Collect USD SCSp, each a noncarrier acting by its manager EQT Fund 
Management S.[agrave] r.l. (jointly, Applicants or EQT), have filed an 
application to acquire control of First Student, Inc., First Transit, 
Inc., First Mile Square, LLC, First Canada ULC, and Transit Management 
of Dutchess County, Inc. (collectively, Target Carriers), which each 
hold interstate carrier operating authority in the United States, from 
FirstGroup plc (FirstGroup) and its subsidiary FirstBus Investments 
Ltd. (FirstBus), through a stock purchase agreement. 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 July 6, 2021. If any comments are 
filed,

[[Page 27665]]

Applicants may file a reply by July 20, 2021. If no opposing comments 
are filed by July 6, 2021, this notice shall be effective on July 7, 
2021.

ADDRESSES: Comments should be filed with the Surface Transportation 
Board via e-filing on the Board's website. In addition, send one copy 
of comments to EQT's representative: David H. Coburn, Steptoe & Johnson 
LLP, 1330 Connecticut Avenue NW, Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT: Jonathon Binet at (202) 245-0368. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: According to the application, Applicants 
form part of the fifth infrastructure investment fund established by 
EQT AB,\1\ known as EQT Infrastructure V. (Appl. 4.) The fund is 
organized under the laws of Luxembourg and headquartered in Luxembourg 
City, Lux. (Id.) Applicants state that EQT currently does not directly 
or indirectly control any federally regulated motor passenger carriers 
operating in the United States. (Id. at 2.)
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    \1\ Applicants state that EQT AB manages and advises a range of 
specialized investment funds and other investment vehicles that 
invest in companies across the world. EQT AB is not an applicant. 
(Appl. 3.)
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    Under this transaction, EQT will acquire, through a stock purchase 
agreement, five motor passenger carriers from FirstGroup and its 
subsidiary FirstBus. (Id. at 1.) EQT states that FirstGroup is a public 
limited company organized under the laws of Scotland and headquartered 
in Aberdeen, Scot. (Id. at 5.) According to EQT, FirstGroup is an 
international transportation group that provides services in North 
America, where it has several operating divisions, which include the 
Target Carriers,\2\ and in the United Kingdom. The stock agreement 
provides for the transfer of all outstanding shares of First Transit, 
Inc., and FirstGroup Investment Corporation (FirstGroup Investment),\3\ 
a subsidiary of FirstGroup. (Id. at 1.) This transfer will place EQT in 
control of the following motor passenger carriers that each hold 
interstate carrier operating authority in the United States:
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    \2\ FirstGroup also controls four interstate passenger motor 
carriers that are not part of the proposed transaction. (Appl. 5, 
Ex. 3.)
    \3\ FirstGroup Investment is a Delaware corporation 
headquartered in Cincinnati, Ohio. (Appl. 5.) EQT states that 
FirstGroup Investment is a holding company that controls four of the 
Target Carriers, in addition to other noncarriers that are not 
subject to this application. (Id.)
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     First Student, Inc., which provides over 900 million 
student journeys per year to approximately 1,000 school districts, 
engages in interstate charter and special operations, and provides 
intrastate transportation in California, Washington, and Pennsylvania;
     First Transit, Inc., which transports 350 million 
passengers annually across more than 300 locations in North America and 
engages in intrastate transportation in the states of California, 
Colorado, and Rhode Island, and in the Washington, DC, metropolitan 
area;
     First Mile Square, LLC, which specializes in student 
transportation in the southeastern New York area and also conducts 
special and charter operations;
     First Canada ULC, d/b/a First Student Canada, which 
provides motor passenger services in Canada but also operates some 
cross-border services into the United States, primarily in the form of 
charter bus operations;
     Transit Management of Dutchess County, Inc., dba Dutchess 
County Mass Transit, which provides contract motor passenger 
transportation services in the Dutchess County, NY, area, and holds an 
intrastate permit authorizing it to provide motor passenger contract 
service within Dutchess County under contracts with the county. (Id. at 
6-10.) \4\
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    \4\ Additional information about the Target Carriers, including 
U.S. Department of Transportation (USDOT) numbers, motor carrier 
numbers, and USDOT safety fitness ratings, can be found in the 
application. (Appl. 6-10, Ex. 1.)
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    EQT states that it has no current plans to materially alter the 
services that the Target Carriers provide, to weaken the existing 
management structure that is in place to ensure the safety and 
reliability of such services, or to make any significant changes that 
would adversely affect the Target Carriers' safety controls, employees, 
or customers. (Id. at 3.) Rather, EQT states, its goal is to continue 
providing safe and reliable motor passenger transportation to the 
public while improving the quality and efficiency of that 
transportation and enhancing the value of the Target Carriers. (Id. at 
2-3.)
    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 from the proposed transaction, and (3) the interest 
of affected carrier employees. Applicants have submitted the 
information required by 49 CFR 1182.2, to include information 
demonstrating 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 jurisdictional statement under 49 U.S.C. 14303(g) that the aggregate 
gross operating revenues of the involved carriers exceeded $2 million 
during the 12-month period ending in December 2020, see 49 CFR 
1182.2(a)(5). (Appl. 11-14.)
    EQT asserts that the transaction will not alter the adequacy or 
nature of the transportation currently provided by the Target Carriers. 
(Id. at 13.) According to the application, EQT plans to invest in 
improved digital technology, such as touring software and various in-
bus technologies to track and improve driver performance and safety 
metrics, and to accelerate existing plans made by First Student, Inc., 
and First Transit, Inc., for the acquisition of electric vehicles and 
associated charging infrastructure. (Id. at 12.) EQT states that, 
through its investment in electrification of the Target Carrier fleets, 
it hopes to expedite a broader interest in the electrification and 
sustainability of motor vehicle fleets nationwide. (Id. at 13.) 
Further, EQT plans to retain the current management of each Target 
Carrier, including safety managers at both the corporate and local 
levels. (Id.) EQT also submits that the proposed transaction will have 
no adverse effect on the level of competition in any sector of the 
motor passenger business in which the Target Carriers operate because 
EQT does not control other federally regulated motor passenger carriers 
operating in the United States. (Id. at 3.)
    As to the fixed charges that will result from the proposed 
transaction, EQT states that the cost of the proposed transaction is 
being financed by a combination of debt and equity capital. (Id. at 
13.) EQT states that the Target Carriers each have a stable revenue 
stream that is more than adequate to service existing and anticipated 
debt. (Id.) EQT also states that the Target Carriers will have access 
to funds from EQT Infrastructure V (which has an estimated total fund 
size of approximately $18 billion) and other EQT funds and will have 
the backing of EQT AB's considerable capitalization. (Id.)
    According to EQT, the transaction is not expected to adversely 
affect current employees of the Target Carriers. (Id. at 14.) EQT 
states that it has no plans for employee layoffs or reductions in 
staffing and does not plan to adversely change existing employee 
benefits. (Id.)
    The Board finds that the acquisition of the Target Carriers as 
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

[[Page 27666]]

on the record as developed, a procedural schedule will be adopted to 
reconsider the application. See 49 CFR 1182.6. If no opposing comments 
are filed by 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 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 July 7, 2021, unless opposing 
comments are filed by July 6, 2021.
    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 17, 2021.

    By the Board, Board Members Begeman, Fuchs, Oberman, Primus, and 
Schultz.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2021-10782 Filed 5-20-21; 8:45 am]
BILLING CODE 4915-01-P