[Federal Register Volume 88, Number 114 (Wednesday, June 14, 2023)]
[Notices]
[Pages 38930-38932]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12706]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21107]


Van Pool Transportation LLC--Acquisition of Control--Royal Coach 
Lines, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On May 15, 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, Royal Coach Lines, 
Inc. (Royal Coach), by acquiring all of the outstanding equity shares 
from Steven DiPaolo, the sole shareholder of Royal Coach. 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 31, 2023. If any comments are 
filed, Van Pool may file a reply by August 14, 2023. If no opposing 
comments are filed by July 31, 2023, this notice shall be effective on 
August 1, 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: Valerie Quinn at (202) 740-5567. 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 Delaware law and 
headquartered in Wilbraham, Mass. (Appl. 2.) Applicant states that it 
is not a federally regulated carrier but that it indirectly owns and 
controls all of the equity and voting interest in seven interstate 
passenger motor carriers that are among its operating subsidiaries (the 
Affiliate Regulated Carriers). (Id. at 2.) The Affiliate Regulated 
Carriers are as follows \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 Appl. 3-6; 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

[[Page 38931]]

metropolitan area of Chicago, Ill., and its northern suburbs, and 
occasional charter services; and
     DS Bus Lines, Inc., which primarily provides (i) 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), (ii) intrastate employee shuttle services 
in Colorado and Texas, and (iii) occasional charter services.\2\
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    \2\ In Van Pool Transportation LLC--Acquisition of Control--
Local Motion, Inc., MCF 21104 (STB served Feb. 10, 2023), Applicant 
received approval to acquire control of Local Motion, Inc., which 
became effective on March 28, 2023, but Applicant states that it has 
not yet completed the transaction. (Appl. 3 n.4.)
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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, primarily in the northeastern and central portions of the 
United States. (Appl. 2-3.) 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.) \3\
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    \3\ Further information about Applicant's corporate structure 
and ownership can be found in the application. (See Appl. 8-9; id. 
at Ex. B.)
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    The application explains that Royal Coach, the carrier being 
acquired, is a New York corporation headquartered in Yonkers, N.Y., and 
provides the following services: (i) primarily non-regulated school bus 
transportation services under contracts with schools in the 
metropolitan area of Westchester County, N.Y., and southern Connecticut 
(Westchester Area), and (ii) contract and charter transportation 
services in the Westchester Area for activities such as summer camps, 
events, group trips, and other activities, utilizing the same buses and 
vans at times when those vehicles are not in use for school activities. 
(Id. at 6-7.) According to the application, less than 1% of Royal 
Coach's charter revenue was derived from regulated interstate moves. 
(Id. at 7.) The application states that Royal Coach holds intrastate 
contract carrier and charter carrier operating authorities issued by 
the New York State Department of Transportation, as well as interstate 
carrier operating authority under FMCSA Docket No. MC-139888 and a 
safety rating of ``Satisfactory.'' (Id. at 6.) Van Pool states that it 
will acquire control of Royal Coach by acquiring all of the outstanding 
equity shares from Steve DiPaolo, the sole shareholder of Royal Coach. 
(Id. at 1, 6.)
    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. 9-13.)
    Van Pool asserts that the proposed transaction will not have a 
material, detrimental impact on the adequacy of transportation services 
available for the public. (Id. at 10.) According to Van Pool, Royal 
Coach will continue to provide the same services it currently provides 
under the same name; however, going forward, Royal Coach will operate 
within the holdings of Applicant, an organization thoroughly 
experienced in passenger transportation operations. (Id.) Van Pool 
states that it is experienced in the same market segments served by 
Royal Coach (school bus transportation and private charter 
transportation) and that the passenger carrier management capacity of 
Applicant is expected to result in improved operating efficiencies, 
increased equipment utilization rates, and cost savings derived from 
economies of scale, which in turn will help to ensure the provision of 
adequate service to the public. (Id.) Van Pool also asserts that the 
addition of Royal Coach will enhance the viability of Applicant's 
organization and its subsidiaries. (Id.)
    Van Pool states the impact of the transaction on the regulated 
motor carrier industry will be minimal at most and that neither 
competition nor the public interest will be adversely affected. (Id. at 
13.) According to Van Pool, the school bus transportation market is 
competitive in the Westchester Area, with several local, regional, and 
national school bus service providers in operation. (Id. at 12.) Van 
Pool also asserts that a number of passenger charter transportation 
providers serve the Westchester Area. (Id. at 12-13.) In addition, Van 
Pool asserts that all charter service providers, including Royal Coach, 
compete with other modes of passenger transportation, including rail, 
low-cost airlines, carpools, and passenger transportation network 
companies. (Id. at 13.) Van Pool states that there is virtually no 
overlap in the service areas and/or customer bases among the Affiliate 
Regulated Carriers and Royal Coach. (Id.)
    Van Pool asserts 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 10-11.) 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 
Royal Coach. (Id. at 11.) 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 August 1, 2023, unless opposing 
comments are filed by July 31, 2023. If any comments are filed, 
Applicant may file a reply by August 14, 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

[[Page 38932]]

Transportation, Office of the General Counsel, 1200 New Jersey Avenue 
SE, Washington, DC 20590.

    Decided: June 8, 2023.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Aretha Laws-Byrum,
Clearance Clerk.
[FR Doc. 2023-12706 Filed 6-13-23; 8:45 am]
BILLING CODE 4915-01-P