[Federal Register Volume 87, Number 160 (Friday, August 19, 2022)]
[Notices]
[Pages 51186-51188]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-17872]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21101]


Van Pool Transportation, LLC--Acquisition of Control--DS Bus 
Lines, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On July 21, 2022, Van Pool Transportation LLC (Van Pool or 
Applicant), a noncarrier, filed an application for Van Pool to acquire 
indirect control of an interstate passenger motor carrier, DS Bus 
Lines, Inc. (DS Bus), by acquiring Kincaid Group Holdings, Inc. 
(Holdings), from the shareholders of Holdings. 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 October 3, 2022. If any comments are 
filed, Van Pool may file a reply by October 17, 2022. If no opposing 
comments are filed by October 3, 2022, this notice shall be effective 
on October 4, 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: Nathaniel Bawcombe at (202) 245-0376. 
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 3-4):\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 3-4; id. at Ex. A.)
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     NRT Bus, Inc. (NRT), which primarily provides non-
regulated student school bus transportation services in Massachusetts 
(Essex,

[[Page 51187]]

Middlesex, Norfolk, Suffolk, and Worcester counties), and occasional 
charter services;
     Trombly Motor Coach Service, Inc. (Trombly), which 
primarily provides non-regulated school bus transportation services in 
Massachusetts (Essex and Middlesex counties) and occasional charter 
services;
     Salter Transportation, Inc. (Salter), 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 (Easton), 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--
Alltown Bus Service, Inc., Docket No. MCF 21100, Van Pool filed an 
application to acquire motor carrier Alltown Bus Service, Inc., and 
in Van Pool Transportation LLC--Acquisition of Control--F.M. 
Kuzmeskus, Inc., Docket No. MCF 21099, Van Pool filed an application 
to acquire motor carrier F.M. Kuzmeskus, Inc. On July 14, 2022, the 
Board tentatively approved both of those applications. Absent any 
opposing comments, the authorizations of those transactions will 
become effective on August 29, 2022.
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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 7.) \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 DS Bus, the carrier being acquired, 
is a Kansas corporation that provides the following services: (i) non-
regulated school bus transportation services in the Kansas cities of 
Beloit, Kansas City, Lincoln, Olathe, and Shawnee; the metropolitan 
area of Denver, Colo.; the metropolitan area of Tulsa, Okla.; and the 
Missouri cities of Belton and Smithville; (ii) occasional charter 
services at times when its vehicles are not in use for school 
activities; and (iii) intrastate employee shuttle service between 
Amarillo and Cactus, Tex., for employees of JBS USA, and between Denver 
and Fort Morgan, Colo., for employees of Cargill. (Id. at 5-6.) The 
application states that DS Bus uses approximately 545 vehicles and 
employs approximately 600 drivers in providing its services, holds 
interstate operating authority under FMCSA Docket No. MC-962756, and 
has no USDOT Safety Rating. (Id.) \4\ According to the application, all 
of the issued and outstanding shares of DS Bus are held by Holdings, 
which does not own or control any interstate passenger motor carrier 
other than DS Bus. (Id. at 5.) Van Pool represents that, through this 
transaction, it will acquire Holdings from the shareholders of 
Holdings, the effect of which will be to place DS Bus under the control 
of Van Pool. (Id. at 1, 6.)
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    \4\ Additional information about DS Bus, including information 
about operations pursuant to state authority, can be found in the 
application. (See id. at 5-6.)
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    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. 7-13.)
    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 8.) Van Pool states that DS Bus 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 
DS Bus 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 9.) Van Pool 
also asserts that adding DS Bus 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 10-12.) 
Van Pool explains that the market for the transportation services 
provided by DS Bus is competitive in the areas where it operates. (Id. 
at 12.) Specifically, Applicant states that school bus services are 
often outsourced under contracts using competitive bidding processes 
and that competitors of DS Bus include AM Bus Company, First Student, 
National Express-Durham, North American Central School Bus, and United 
Quick Transportation. (Id.) As to charter services, Van Pool states 
that DS Bus competes directly with the above-mentioned school bus 
service providers as well as passenger charter service providers that 
operate in the same areas as DS Bus. (Id.) Applicant further notes that 
all charter service providers, including DS Bus, compete with other 
modes of passenger transportation, including rail, low-cost airlines, 
and passenger transportation network companies. (Id.) Van Pool also 
states that areas in which DS Bus operates are geographically 
``dispersed'' from the service areas of the Affiliate Regulated 
Carriers and that there is virtually no overlap in the service areas 
and customer bases among the Affiliate Regulated Carriers and DS Bus. 
(Id.)
    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 9.) 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 DS Bus. (Id. at 
10.) 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

[[Page 51188]]

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 October 4, 2022, unless opposing 
comments are filed by October 3, 2022. If any comments are filed, 
Applicant may file a reply by October 17, 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: August 15, 2022.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Kenyatta Clay,
Clearance Clerk.
[FR Doc. 2022-17872 Filed 8-18-22; 8:45 am]
BILLING CODE 4915-01-P