[Federal Register Volume 88, Number 28 (Friday, February 10, 2023)]
[Notices]
[Pages 8984-8986]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-02927]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21104]


Van Pool Transportation LLC--Acquisition of Control--Local 
Motion, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On January 13, 2023, 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, Local Motion, Inc. 
(Local Motion), by acquiring all of the outstanding equity shares of 
the shareholders of Local Motion: Bruce E. Barrows, William J. 
Carragher, and John R. Eaton (collectively, Sellers). 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 March 27, 2023. If any comments are 
filed, Van Pool may file a reply by April 11, 2023. If no opposing 
comments are filed by March 27, 2023, this notice shall be effective on 
March 28, 2023.

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: Amy Ziehm at (202) 245-0391. If you 
require an accommodation under the Americans with Disabilities Act, 
please call (202) 245-0245.

SUPPLEMENTARY INFORMATION: According to the application, Van Pool is a 
limited liability company organized under

[[Page 8985]]

Delaware law and headquartered in Wilbraham, Mass. (Appl. 2.) Van Pool 
states that it indirectly 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 2-6): \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 2-6; 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;
     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;
     F.M. Kuzmeskus, Inc., which provides (i) non-regulated 
school bus transportation services in western Massachusetts and 
southern Vermont, (ii) intrastate and interstate motor coach and 
limousine charter services, and (iii) limited intrastate and interstate 
charter services;
     Alltown Bus Service, Inc., which primarily provides non-
regulated school bus transportation services in the metropolitan area 
of Chicago, Ill., and occasional charter services; and
     DS Bus Lines, Inc., which primarily provides non-regulated 
school bus transportation services in Kansas (Beloit, Kansas City, 
Lincoln, Olathe, and Shawnee), Missouri (Belton and Smithville), 
Colorado (the metropolitan area of Denver), and Oklahoma (the 
metropolitan area of Tulsa), and intrastate employee shuttle services 
in Colorado and Texas.
    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 8.) \2\
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    \2\ Further information about the Applicant's corporate 
structure and ownership can be found in the application. (See Appl. 
8; id. at Ex. B.)
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    The application explains that Local Motion, the carrier being 
acquired, is a Massachusetts corporation that provides the following 
services: (i) non-regulated school bus transportation services under 
contracts with schools in the metropolitan area of Boston, Mass. 
(Greater Boston); (ii) motor coach and mini-bus charter services to the 
traveling public in Greater Boston; (iii) contract shuttle services for 
employers and colleges in Greater Boston; and (iv) transportation 
services for students attending summer camps, all originating in 
Greater Boston. (Id. at 6-7.) The application states that, in providing 
its services, Local Motion utilizes approximately 20 motor coaches, 130 
school buses, 10 mini-buses, and 12 vans, and approximately 185 
drivers. (Id. at 7.) The application further states that Local Motion 
holds interstate carrier operating authority under FMCSA Docket No. MC-
338541 and has a safety rating of ``Satisfactory.'' (Id. at 6.) 
According to the application, all the Sellers are individuals domiciled 
in Massachusetts, none of the Sellers is a carrier, and none of the 
Sellers has control of any federally regulated passenger motor carrier 
other than Local Motion. (Id.) Van Pool represents that, through this 
transaction, it will acquire all the outstanding equity shares from 
Sellers, the effect of which will be to place Local Motion under the 
control of Van Pool. (Id. at 1, 8.)
    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. 9-14.)
    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 10.) Van Pool states that Local Motion 
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 
Local Motion (school bus transportation, private charter 
transportation, employer and college shuttle services, and summer camp 
transportation), 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.) Van 
Pool also asserts that adding Local Motion 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 11-14.) 
Van Pool explains that the school bus transportation market is very 
competitive in eastern Massachusetts, and there are a large number of 
school bus service providers in that market area. (Id. at 13 (listing 
multiple competitors).) As to charter services, Van Pool states that 
there are a number of passenger transportation arrangers or brokers for 
charter services that operate and serve Greater Boston, including 
Academy Bus Charter, Cavalier Coach, Bloom Bus, and Paul Revere Bus. 
(Id.) Van Pool notes that all charter service providers, including 
Local Motion, also compete with other modes of passenger 
transportation, including rail, low-cost airlines, and passenger 
transportation network companies. (Id.) In addition, Van Pool explains 
that Local Motion competes with a number of providers of employer and 
college shuttle services in Greater Boston, and competes with many of 
the school bus service providers and charter service providers in 
providing transportation services for summer camps. (Id.) Van Pool also 
notes that the Local Motion service areas are

[[Page 8986]]

generally geographically ``dispersed'' from the service areas of the 
Affiliate Regulated Carriers in regard to their respective service 
offerings, and states that there is virtually no overlap in the service 
areas and/or customer bases among the Affiliate Regulated Carriers and 
Local Motion. (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 11.) 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 Local Motion. 
(Id.) Van Pool submits, however, that staffing redundancies could 
result in limited downsizing of back-office and/or managerial-level 
personnel. (Id.)
    Based on Van Pool's representations, 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 in this proceeding.
    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 March 28, 2023, unless opposing 
comments are filed by March 27, 2023. If any comments are filed, 
Applicant may file a reply by April 11, 2023.
    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: February 7, 2023.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2023-02927 Filed 2-9-23; 8:45 am]
BILLING CODE 4915-01-P