[Federal Register Volume 88, Number 72 (Friday, April 14, 2023)]
[Notices]
[Pages 23115-23117]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-07919]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21106]


Kelsian USA Inc.--Acquisition of Control--AAAHI Topco Corporation

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On March 15, 2023, Kelsian USA Inc., (Kelsian USA), a 
noncarrier, filed an application to acquire from AAAHI Holdings LLC 
(Seller), a noncarrier, the motor carrier assets and direct control of 
AAAHI Topco Corporation (Topco). Topco is a

[[Page 23116]]

noncarrier that indirectly wholly owns and controls the following 
passenger motor carriers: First Class Transportation LLC, Ace Express 
Coaches LLC, Hotard Coaches, Inc., Lux Bus America Co., Industrial Bus 
Lines, Inc. d/b/a All Aboard America, and SureRide Charter Inc. d/b/a 
Sun Diego Charter Co. (collectively, Regulated Carriers). 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 may be filed by May 26, 2023. If any comments are 
filed, Kelsian USA may file a reply by June 13, 2023. If no opposing 
comments are filed by May 26, 2023, this notice shall be effective on 
May 27, 2023.

ADDRESSES: Comments may be filed with the Board either via e-filing at 
www.stb.gov/proceedings-actions/e-filing/other-filings/or in writing 
addressed to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. Comments must reference Docket No. MCF 
21106. In addition, one copy of comments must be sent to Kelsian USA's 
representative: Ayelet Hirschkorn, Kaplan Kirsch & Rockwell LLP, 450 
Seventh Avenue, Suite 1401, New York, NY 10123.

FOR FURTHER INFORMATION CONTACT: Jonathon Binet at (202) 245-0368. If 
you require an accommodation under the Americans with Disabilities Act, 
please call (202) 245-0245.

SUPPLEMENTARY INFORMATION: Persons wishing to oppose the application 
must follow the rules at 49 CFR 1182.5 and 1182.8.
    According to the application, Kelsian USA is a recently established 
Delaware corporation and wholly owned subsidiary of Kelsian 
International Holdings Pty Ltd., which is a wholly owned subsidiary of 
Kelsian Group Limited (Kelsian). (Appl. 1.) Kelsian, a public company 
incorporated and domiciled in Australia, controls numerous subsidiaries 
that provide integrated multi-modal transport and tourism services in 
Australia as well as established bus operations in Singapore, London, 
and the Channel Islands. (Id. at 1-2.) Kelsian USA states that neither 
it, nor Kelsian, nor any of Kelsian's other subsidiaries currently 
operate any transportation services in the United States. (Id. at 2.)
    Seller is a non-carrier Delaware corporation that wholly owns 
Topco, which in turn wholly owns AAAHI Tempco LLC, which in turn wholly 
owns AAAHI Intermediate Holdings LLC, which in turn wholly owns AAAHI 
Acquisition Corporation, which in turn wholly owns All Aboard America! 
Holdings, Inc. (Id.) Tensile Capital Partners Master Fund LP is the 
majority equity holder of Seller. (Id. at 2-3.) According to the 
application, none of the entities in Seller's ownership chain have any 
direct or indirect ownership interest in any interstate passenger motor 
carrier other than the Regulated Carriers. (Id. at 3.) Kelsian states 
that, through the transaction, it would acquire all of Seller's 
outstanding stock of Topco, resulting in the placement of Topco and the 
Regulated Carriers under the control of Kelsian.\1\ (Id. at 8.) The 
Regulated Carriers are as follows:
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    \1\ Additional information about the Regulated Carriers, 
including U.S. Department of Transportation (USDOT) numbers, motor 
carrier numbers, and USDOT safety fitness ratings, can be found in 
the application. (See Appl. 3-7.) Kelsian USA states that the 
transaction will also result in Kelsian USA indirectly owning and 
controlling, in addition to the Regulated Carriers, the following 
entities that are not subject to the jurisdiction of the Board: (i) 
Lux Leasing LLC, a California limited liability company that leases 
vehicles to Lux Bus; (ii) McClintock Enterprises, Inc., a California 
corporation that no longer provides passenger motor carrier 
services; (iii) All Aboard America School Transportation, LLC, a 
Texas limited liability company that no longer provides passenger 
motor carrier services; and (iv) All Aboard Transit Services LLC, a 
Delaware limited liability company that no longer provides passenger 
motor carrier services. (Id. at 7.)
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     First Class Transportation LLC, which provides regional 
interstate contract and charter passenger services between Texas and 
points throughout the United States, as well as Texas intrastate 
charter service and intrastate weekday park-and-ride commuter services 
in the Houston, Tex., metropolitan area;
     Ace Express Coaches, which operates charter and contract 
passenger services in both interstate and Colorado intrastate commerce;
     Hotard Coaches, Inc., which provides local and regional 
contract and charter passenger services within Louisiana and to and 
from various points within the continental United States;
     Industrial Bus Lines, Inc., d/b/a All Aboard America, 
which provides local and regional interstate and intrastate contract 
and charter passenger services in Arizona, Texas, and New Mexico;
     Lux Bus America Co., which provides interstate and 
intrastate passenger group charter motor coach and shuttle services in 
the Los Angeles and San Francisco Bay areas of California; and
     SureRide Charter, Inc. d/b/a Sun Diego Charter Company, 
which provides regional charter and contract passenger services from 
its base in National City, Cal.
    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. Kelsian USA 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 
Regulated Carriers exceeded $2 million during the 12-month period 
immediately preceding the filing of the application, see 49 CFR 
1182.2(a)(5).
    Kelsian USA asserts that the transaction is consistent with the 
public interest. Kelsian USA states that the transaction is not 
expected to have a material, detrimental impact on the adequacy of 
transportation services available for the public, but rather it 
anticipates that public services will be improved as ``operating 
efficiencies and innovative solutions are realized and implemented.'' 
(Appl. 10.) Moreover, according to Kelsian USA, there are no 
significant fixed charges associated with the transaction. (Id.) 
Kelsian anticipates that the Regulated Carriers will continue to 
operate without any material impact on existing employment levels 
resulting from the transaction, as the local general managers of the 
Regulated Carriers will continue day-to-day operational management of 
those companies and Kelsian ``is committed to maintaining the current 
workforce of the Regulated Carriers and plans to continue that 
workforce.'' (Id. at 11.) Kelsian USA asserts that that neither 
competition nor the public interest will be adversely affected by the 
proposed transaction, as the transaction only involves the transfer of 
Seller's holding company (Topco) and ownership and control of the 
Regulated Carriers to another non-passenger carrier holding company 
that does not currently have any ownership interests in, or control of, 
any other passenger motor carrier in the United States. (Id. at 12.) 
Moreover, Kelsian USA notes that, because it does not currently operate 
any motor carrier service in the United States, there will be no 
overlap in the service areas or customer bases of the Regulated 
Carriers and Kelsian USA. (Id.)
    The Board finds that the acquisition as proposed in the application 
is consistent with the public interest and should be tentatively 
approved and

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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 May 27, 2023, unless opposing 
comments are filed by May 26, 2023. If any comments are filed, Kelsian 
USA may file a reply by June 13, 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: April 10, 2023.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Stefan Rice,
Clearance Clerk.
[FR Doc. 2023-07919 Filed 4-13-23; 8:45 am]
BILLING CODE 4915-01-P