[Federal Register Volume 87, Number 134 (Thursday, July 14, 2022)]
[Notices]
[Pages 42260-42261]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-15044]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21100]


Van Pool Transportation LLC--Acquisition of Control--Alltown Bus 
Service Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On June 14, 2022, Van Pool Transportation LLC (Van Pool or 
Applicant), a noncarrier, filed an application for Van Pool to acquire 
control of an interstate passenger motor carrier, Alltown Bus Service 
Inc. (Alltown), from its sole shareholder, Greg C. Polan (Seller). 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 August 28, 2022. If any comments are 
filed, Van Pool may file a reply by September 12, 2022. If no opposing 
comments are filed by August 28, 2022, this notice shall be effective 
on August 29, 2022.

ADDRESSES: Comments may be filed with the Board either via e-filing or 
in writing addressed to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. In addition, send one copy of comments to 
Van Pool'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: Valerie Quinn at (202) 245-0283. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: According to the application, Van Pool is a 
limited liability company organized under Delaware law and 
headquartered in Wilbraham, Mass. (Appl. 2.) Van Pool states that it 
owns and controls all of the equity and voting interest in the 
following interstate passenger motor carriers (collectively, the 
Affiliate Regulated Carriers) that hold interstate passenger motor 
carrier authority, (id. at 2-4): \1\
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    \1\ Additional information about these motor carriers, including 
U.S. Department of Transportation (USDOT) numbers, motor carrier 
numbers, and USDOT safety fitness ratings, can be found in the 
application. (See id. at 2-4; id. at Ex. A.)
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     NRT Bus, Inc., which primarily provides non-regulated 
student school bus transportation services in Massachusetts (Essex, 
Middlesex, Norfolk, Suffolk and Worcester counties), and occasional 
charter services;
     Trombly Motor Coach Service, Inc., which primarily 
provides non-regulated school bus transportation services in 
Massachusetts (Essex and Middlesex counties) and occasional charter 
services;
     Salter Transportation, Inc., which primarily provides non-
regulated school bus transportation services in Massachusetts (Essex 
County) and southern New Hampshire, and occasional charter services; 
and
     Easton Coach Company, LLC, which provides (i) intrastate 
paratransit, shuttle, and line-run services under contracts with 
regional transportation authorities and other organizations, primarily 
in New Jersey and eastern Pennsylvania, and (ii) private charter motor 
coach and shuttle services (interstate and intrastate), primarily in 
eastern Pennsylvania.\2\
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    \2\ In Van Pool Transportation LLC--Acquisition of Control--F.M. 
Kuzmeskus, Inc., Docket No. MCF 21099, Van Pool has filed an 
application to acquire F.M. Kuzmeskus, Inc. Today, the Board is 
tentatively approving that application.
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    According to the application, Van Pool also has operating 
subsidiaries that provide transportation services that do not involve 
regulated interstate transportation or require interstate passenger 
authority (together with the Affiliate Regulated Carriers, the 
Applicant Subsidiaries), primarily in the northeastern portion of the 
United States. (Appl. 2-3; id. at Ex. B.) Van Pool states that it is 
indirectly owned and controlled by investment funds affiliated with 
Audax Management Company, LLC, a Delaware limited liability company. 
(Id. at 6.) \3\
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    \3\ Further information about the Applicant's corporate 
structure and ownership can be found in the application. (See Appl. 
6; id. at Ex. B.)
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    The application explains that Alltown, the carrier being acquired, 
is an Illinois corporation that provides primarily non-regulated school 
bus transportation services in the Chicago, Ill., metropolitan area and 
Chicago suburbs (the Service Area), and occasional charter services 
when its vehicles are not in use for school activities. (Id. at 5, 10.) 
The application

[[Page 42261]]

states that Alltown: uses approximately 462 school buses and 
approximately 325 drivers in providing its services; holds interstate 
operating authority under FMCSA Docket No. MC-193112; and has a 
``Satisfactory'' USDOT Safety Rating. (Id. at 5.) According to the 
application, all of the issued and outstanding shares of Alltown are 
held by the Seller, who does not own or control any interstate 
passenger motor carrier other than Alltown. (Id.) Van Pool represents 
that, through this transaction, it will acquire the issued and 
outstanding shares of Alltown, the effect of which will be to place 
Alltown under the control of Van Pool. (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 from the proposed transaction, and (3) the interest 
of affected carrier employees. Van Pool has submitted the information 
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 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 immediately preceding the filing of the application, see 
49 CFR 1182.2(a)(5). (See Appl. 7-12.)
    Van Pool asserts that the proposed transaction will not have a 
material, detrimental impact on the adequacy of transportation services 
available to the public. (Id. at 7-8.) Van Pool states that Alltown 
will continue to provide the same services it currently provides under 
the same name, but will operate as a subsidiary of Van Pool, which is 
experienced in passenger transportation operations. (Id.) Van Pool 
explains that it is experienced in the same market segments served by 
Alltown and that the transaction is expected to result in improved 
operating efficiencies, increased equipment utilization rates, and cost 
savings derived from economies of scale, all of which will help ensure 
the provision of adequate service to the public. (Id. at 8.) Van Pool 
also asserts that adding Alltown to its corporate family will enhance 
the viability of Van Pool's organization and the Applicant 
Subsidiaries. (Id.)
    Van Pool claims that neither competition nor the public interest 
will be adversely affected by the proposed transaction. (Id. at 9-12.) 
Van Pool explains that the school bus transportation market is very 
competitive in northern Illinois; school bus services are often 
outsourced under contracts using competitive bidding processes, and 
there are many school bus services providers in that market area. (Id. 
at 11 (listing multiple competitors).) As to charter services, which 
represent ``a very small portion of Alltown's revenue,'' Van Pool 
states that Alltown's competitors include Aries Charter Transportation, 
Chicago Classic Coach, Culvers Transportation, Chicago Motor Coach, and 
several school bus transportation companies, as well as brokers for 
charter services that operate within the Service Area. (Id. at 11.) \4\ 
Applicant further notes that all charter service providers, including 
Alltown, compete with other modes of passenger transportation, 
including rail and passenger transportation network companies. (Id. at 
11.) Van Pool also notes that the Service Area of Alltown is 
geographically ``dispersed'' from the service areas of the Affiliate 
Regulated Carriers \5\ and states that there is virtually no overlap in 
the service areas and customer bases among the Affiliate Regulated 
Carriers and Alltown. (Id. at 12.)
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    \4\ (See also id. at 5 (stating that Alltown's charter services 
generate less than 7.8% of its aggregate annual revenue, with the 
interstate portion of those services accounting for less than 
0.8%).)
    \5\ The service areas of the Affiliate Regulated Carriers are in 
New England (regions of Massachusetts and New Hampshire) and the 
Mid-Atlantic (New Jersey and eastern Pennsylvania). (Id. at 3-4.)
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    Van Pool states that the proposed transaction will increase fixed 
charges in the form of interest expenses because funds will be borrowed 
to assist in financing the transaction; however, Van Pool maintains 
that the increase will not impact the provision of transportation 
services to the public. (Id. at 8.) Van Pool also asserts that it does 
not expect the transaction to have substantial impacts on employees or 
labor conditions, and it does not anticipate a measurable reduction in 
force or changes in compensation levels or benefits at Alltown. (Id. at 
9.) Van Pool submits, however, that staffing redundancies could result 
in limited downsizing of back-office or managerial-level personnel. 
(Id.)
    The Board finds that the acquisition 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 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 August 29, 2022, unless opposing 
comments are filed by August 28, 2022. If any comments are filed, 
Applicant may file a reply by September 12, 2022.
    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: July 8, 2022.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2022-15044 Filed 7-13-22; 8:45 am]
BILLING CODE 4915-01-P