[Federal Register Volume 89, Number 164 (Friday, August 23, 2024)]
[Notices]
[Pages 68233-68236]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-18990]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21117]


Bus Company Holdings Topco LP and Bus Company Holdings US LLC--
Acquisition of Control of Assets--Chenango Valley Bus Lines, Inc.; 
Community Bus Lines, Inc.; Dillon's Bus Service, Inc.; Elko, Inc.; 
Hudson Transit Lines, Inc.; Olympia Trails Bus Company, Inc.; Rockland 
Coaches, Inc.; Sam Van Galder, Inc.; Suburban Transit Corp.; Trentway-
Wagar, Inc.; and Wisconsin Coach Lines, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice Tentatively Approving and Authorizing Finance 
Transaction.

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SUMMARY: On June 21, 2024, Bus Company Holdings Topco LP (Topco) and 
Bus Company Holdings US LLC (Holdings US) (collectively, Bus Company 
Holdings), both noncarriers, along with certain of their subsidiaries 
(collectively, Applicants), filed an application for control over the 
assets of certain interstate passenger motor carriers controlled by 
Coach USA, Inc. (Coach USA). The Board is tentatively approving and 
authorizing the transaction subject to the Renco Group,

[[Page 68234]]

Inc. (Renco) filing to join the application. If Renco's filing is 
satisfactory and no opposing comments are timely filed, this notice 
will be the final Board action.

DATES: Renco's filing to join the application must be filed by 
September 6, 2024. Comments must be filed by October 7, 2024. If any 
comments are filed, Applicants may file a reply by October 22, 2024. If 
no opposing comments are filed by October 7, 2024, this notice shall be 
effective on October 8, 2024.

ADDRESSES: Comments, referring to Docket No. MCF 21117, may be filed 
with the Board either via e-filing on the Board's website or in writing 
addressed to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. In addition, send one copy of comments to 
Applicants' representative: Joshua H. Runyan, Steptoe LLP, 1330 
Connecticut Avenue NW, Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT: Sarah Fancher at (202) 740-5507. If 
you require an accommodation under the Americans With Disabilities Act, 
please call (202) 245-0245.

SUPPLEMENTARY INFORMATION: According to the application,\1\ Topco, a 
noncarrier, is a limited partnership organized under the laws of 
Delaware and headquartered in New York. (Appl. 5.) Applicants state 
that Renco owns the limited partnership interests of Topco, that 
another wholly owned Renco entity will be the general partner of Topco, 
(Suppl. 2, July 12, 2024; see also Appl. 2 n.5), and that Topco owns 
Holdings US, (Suppl. 2, July 12, 2024). According to Applicants, 
Holdings US, a noncarrier, is a limited liability company organized 
under the laws of New Jersey and headquartered in New Jersey. (Appl. 5; 
Suppl. 2, July 12, 2024.) Applicants state that the acquisition 
companies--that is, the entities that will directly acquire control of 
the assets of the various Coach USA passenger carrier subsidiaries--are 
Rockland Bus Lines, LLC (Rockland Bus Lines); Shortline Transit LLC 
(Shortline Transit); Wisconsin Transit Lines LLC (Wisconsin Transit); 
Suburban Transit Lines LLC (Suburban Transit Lines); Dillion's Bus 
Lines LLC (Dillion's Bus Lines); OBC Lines LLC (OBC Lines); Elko Bus 
Lines LLC (Elko Bus Lines); Newcan Coach Company ULC (Newcan Coach); 
\2\ and Community Transport Lines LLC (Community Transport Lines) 
(collectively, Acquisition Companies). Applicants further state 
Holdings US owns and controls the Acquisition Companies except for 
Newcan Coach, which is owned by Topco. (Appl. 5, 7; Suppl. 2-3, July 
24, 2024.)
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    \1\ Applicants supplemented their application on July 12, 2024, 
and July 24, 2024. Therefore, for purposes of determining the 
procedural schedule and statutory deadlines, the filing date of the 
application is July 24, 2024. See 49 CFR 1182.4(a).
    \2\ While Newcan Coach is referred to in the application and the 
July 12 supplement as 1485832 B.C. Unlimited Liability Company, 
Applicants state in the July 24 supplement that the name has since 
been changed. (Suppl. 2, July 24, 2024.)
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    On June 11, 2024, Coach USA, on behalf of itself, affiliates, and 
subsidiaries, filed a voluntary petition for relief under Chapter 11 of 
the Bankruptcy Code in the United States Bankruptcy Court for the 
District of Delaware. (Appl. 3 (citing In re Coach USA, Inc., Case No. 
24-11258-MFW).) On June 12, 2024, Coach USA filed a motion seeking to 
sell substantially all its assets and effectively to liquidate. (Appl. 
3.)
    The transaction underlying the application contemplates that the 
assets and goodwill of certain Coach USA subsidiaries--Rockland 
Coaches, Inc. (Rockland Coaches); Hudson Transit Lines, Inc. (Hudson); 
Chenango Valley Bus Lines, Inc. (Chenango); Sam Van Galder, Inc. (Sam 
Van Galder); Wisconsin Coach Lines, Inc. (Wisconsin Coach Lines); 
Suburban Transit Corp.; Dillon's Bus Service, Inc. (Dillon's Bus 
Service); Olympia Trails Bus Company Inc. (Olympia Trails); Elko, Inc.; 
Trentway-Wagar, Inc. (Trentway-Wagar); and Community Bus Lines, Inc. 
(Community Bus Lines) (collectively, Coach USA Subsidiaries)--will be 
purchased separately by the Acquisition Companies. (Id. at 1, 2-3.) 
Applicants state that they entered into an asset purchase agreement 
(the Agreement) with Coach USA on June 11, 2024. (Id. at 1, 3.)
    The specific acquisitions of control that are contemplated by the 
transaction are as follows: Rockland Bus Lines will acquire the assets 
of Rockland Coaches; Shortline Transit will acquire the assets of 
Hudson and Chenango; Wisconsin Transit will acquire the assets of Sam 
Van Galder and Wisconsin Coach; Suburban Transit Lines will acquire the 
assets of Suburban Transit Corp.; Dillion's Bus Lines will acquire the 
assets of Dillon's Bus Service; OBC Lines will acquire the assets of 
Olympia Trails; Elko Bus Lines will acquire the assets of Elko, Inc.; 
Newcan Coach will acquire the assets of Trentway-Wagar (id. at 2); and 
Community Transport Lines will acquire the assets of Community Bus 
Lines, (Suppl. 1, 5, July 12, 2024).
    The Acquisition Companies are described in the application as 
follows: \3\
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    \3\ None of the Acquisition Companies currently engage in any 
operations and each has applied to, or is in the process of applying 
to, the Federal Motor Carrier Safety Administration (FMCSA) for 
interstate motor passenger carrier operating authority. (Appl. 4, 5-
7.) The applications remain pending for each Acquisition Company as 
of the date of the application. (Id. at 5-7.)
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     Rockland Bus Lines is a limited liability company 
organized under the laws of, and headquartered in, New Jersey. (Appl. 
at 5.)
     Shortline Transit is a limited liability company organized 
under the laws of, and headquartered in, New York. (Id.)
     Wisconsin Transit is a limited liability company organized 
under the laws of, and headquartered in, Wisconsin. (Id. at 6.)
     Suburban Transit Lines is a limited liability company 
organized under the laws of, and headquartered in, New Jersey. (Id.)
     Dillion's Bus Lines is a limited liability company 
organized under the laws of, and headquartered in, Maryland. (Id.)
     OBC Lines LLC is a limited liability company organized 
under the laws of, and headquartered in, New Jersey. (Id.)
     Elko Bus Lines is a limited liability company organized 
under the laws of Wyoming and headquartered in Nevada. (Id.)
     Community Transport Lines is a limited liability company 
organized under the laws of, and headquartered in, New Jersey. (Id. at 
6-7.)
     Newcan Coach is a Canadian unlimited liability company 
organized under the laws of, and headquartered in, Ontario, Canada. 
(Id. at 7; Suppl. 2-3, July 24, 2024.)
    The application describes the Coach USA Subsidiaries \4\ as 
follows:
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    \4\ Additional information about the 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. 7-11, Exs. 1, 2.)
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     Rockland Coaches employs approximately 88 employees, 
including 63 drivers, and operates approximately 99 buses. (Appl. 7.) 
It focuses its operations on commuter routes to and from New York City. 
(Id.)
     Together, Hudson and Chenango employ approximately 213 
employees, including 127 drivers, and operate approximately 209 buses. 
(Id. at 8.) They focus operations on extensive, daily scheduled service 
to/from New York City, Catskills, Binghamton, Ithaca, Elmira and Utica, 
N.Y. (Id.) Both hold intrastate authority issued by New York, which 
allows operations between points in that state. (Id.)
     Sam Van Galder employs approximately 214 employees, 
including 141 drivers, and operates approximately 94 buses. (Id.) It 
focuses

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its operations on daily scheduled services between Wisconsin, Chicago 
airports, and downtown Chicago. (Id.) Sam Van Galder also has contracts 
with a school district to provide school bus service, and it serves as 
an Amtrak thruway bus service. (Id.) In addition, it provides charter 
and tour bus services. (Id.) It holds intrastate authority issued by 
Wisconsin, which allows operations between points in that state. (Id. 
at 8-9.)
     Wisconsin Coach Lines employs approximately 89 employees, 
including 49 drivers, and operates approximately 94 buses. (Id. at 9.) 
It focuses its operations on daily scheduled airport services to and 
from O'Hare International Airport, charter services and contract local 
commuter/transit services. (Id.) It also serves as an Amtrak thruway 
bus service. (Id.) Wisconsin Coach Lines holds intrastate authority 
issued by Wisconsin, which allows operations between points in that 
state. (Id.)
     Suburban Transit Corp. employs approximately 260 
employees, including 186 drivers, and operates approximately 149 buses. 
(Id.) Suburban Transit Corp. focuses its operations on commuter 
scheduled service routes and charter work in Mercer, Middlesex, and 
Somerset. (Id.) In accordance with its contract with NJ Transit, it 
also operates local transit bus services in Middlesex County. (Id.) 
Suburban Transit Corp. holds intrastate authority issued by New York 
and New Jersey, which allows operations between points in those states. 
(Id.)
     Dillon's Bus Service employs approximately 193 employees, 
including 134 drivers, and operates approximately 169 buses. (Id. at 
10.) It provides extensive, daily commuter services (under contract) to 
and from Washington, DC, and the broader Maryland area. (Id.) It also 
provides scheduled service under a contract with the Virginia 
Department of Transportation, and provides bus services in Towson, Md. 
under its contract with Baltimore County. (Id.) Dillon's Bus Service 
holds intrastate authority issued by Maryland, which allows operations 
between points in that state. (Id.)
     Olympia Trails employs approximately 49 employees, 
including 12 drivers and operates approximately 17 buses. (Id.) It 
focuses its operations on airport scheduled service between Newark 
Airport and Midtown New York City. (Id.) Olympia Trails holds 
intrastate authority issued by New York and New Jersey, which allows 
operations between points in those states. (Id.)
     Elko, Inc. employs approximately 203 employees, including 
133 drivers, and operates approximately 146 buses. (Id.) It focuses its 
operations on bus services provided pursuant to mining transportation 
contracts in Nevada, with some services provided in Utah and 
California. (Id.; Suppl. 1, July 24, 2024.)
     Community Bus Lines employs approximately 244 employees, 
including 187 drivers, and operates approximately 143 buses. (Appl. 
10.) It focuses its operations on contracted transit bus services at 
the Brooklyn Navy Yard, N.Y. (Id.) It also provides commuter bus 
services to and from Manhattan, as well as charter and event 
transportation, including to and from sports and entertainment events 
at Metlife Stadium. (Id.)
     Trentway-Wagar employs approximately 300 employees, 
including 150 drivers, and operates approximately 135 buses. (Id.) It 
operates scheduled services under the Megabus Canada trademark between 
Toronto-Montreal and Toronto-Niagara Falls. (Id.) Trentway-Wagar also 
maintains a charter bus fleet servicing Ontario, Quebec, and certain 
trips to the United States. (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. Applicants have 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. 11-15; Suppl. 1, 5, 
July 12, 2024.)
    Applicants assert that granting the application would be consistent 
with the public interest. (Appl. 12.) According to Applicants, the 
transaction will preserve the value of the Coach USA Subsidiaries' 
assets and ensure continued efficient and adequate service to the 
public. (Id. at 12.) According to the application, the operation of the 
assets by the financially healthy Acquisition Companies will allow cost 
savings that will further support quality service to the public. (Id. 
at 12-13.) Applicants also claim the transaction will not adversely 
affect competition nor the adequacy of transportation to the public 
because Applicants do not currently control or operate any motor 
carriers, and the services currently provided by the Coach USA 
Subsidiaries will continue, albeit under the control of Bus Company 
Holdings and the Acquisition Companies. (Id. at 13-15; Suppl. 2, July 
12, 2024.) According to Applicants, each of the Coach USA Subsidiaries 
will continue to face competition or potential competition from other 
bus companies and other transportation modes, and the public will 
continue to have ample competitive transportation options. (Appl. 14.) 
Applicants also state the transaction is expected to facilitate the 
offering of new motorcoach services to the traveling public and thereby 
increase traveler options for intercity services. (Id. at 15.)
    Applicants assert that the proposed transaction will have no 
material adverse impact on the fixed charges of the Coach USA 
Subsidiaries and that interest charges should decline as a result of 
the transaction. (Id.) Applicants also state that the transaction will 
not have a materially adverse impact on employment, and that the 
Agreement provides that, prior to the closing date, the Acquisition 
Companies will offer employment to materially all of the employees of 
the Coach USA Subsidiaries, provided that such employees meet certain 
minimum standards as defined in the Agreement. (Id. at 15-16.) 
Applicants explain that the terms of employment are to be determined by 
the Acquisition Companies, provided that the terms of employment for 
employees covered by the collective bargaining agreement will be in 
accordance with that collective bargaining agreement. (Id. at 16.)
    Applicants state that Renco ``does not believe that it should be an 
applicant'' because it ``will not . . . direct or oversee control of 
any day-to-day bus operations or services of the Acquisition 
Companies,'' and ``[a]ny `control' is solely incidental to Renco's 
direct or indirect ownership interest, like any other sole or majority 
owner of an entity.'' (Suppl. 2, July 12, 2024; Suppl. 2, July 24, 
2024.) ``Control,'' however, is not limited to ``actual control,'' but 
also encompasses ``legal control'' and the ``power to exercise 
control,'' including through or by a holding or investment company. 49 
U.S.C. 13102(5); see also Morgan Stanley Grp.--Control Exemption--NCC 
L.P., MCF 20250 (ICC served Feb. 17, 1993) (focusing ``on the ability 
to control as reflected in the power or authority to manage, direct,

[[Page 68236]]

superintend, restrict, regulate, govern, administer, or oversee''). As 
the sole owner of Topco and of its general partner, and without any 
evidence in the record suggesting otherwise, Renco will have the 
``power or authority'' to exercise control over the Acquisition 
Companies. Thus, it too requires acquisition authority under 49 U.S.C. 
14303.\5\ Accordingly, Renco will be required to submit a filing 
joining the application and including any additional information 
required of an applicant under the Board's rules. Renco's filing may 
incorporate the existing application by reference to the extent 
appropriate, supplementing as necessary with any information specific 
to Renco required under 49 CFR 1182.2.
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    \5\ The Board notes that motor carrier acquirors have in some 
past cases applied and received acquisition authority under 49 
U.S.C. 14303 without a controlling parent having sought or received, 
or been directed to seek and receive, such authority from the Board. 
See, e.g., El Expreso Grp.--Asset Acquis.--CUSA EE, LLC, MCF 21048 
(STB served Sept. 7, 2012). But in other cases, controlling parents 
have sought the requisite authority from the Board when they have 
(as here) an indirect ownership interest in the motor carriers to be 
acquired. See, e.g., Variant Equity I, LP--Acquis. of Control--Coach 
USA Admin., Inc., MCF 21084 (STB served Feb. 15, 2019); Monarch 
Ventures Inc.--Acquis. of Control--Quick Coach Lines Ltd., MCF 21074 
(STB served Mar. 29, 2017). The Board appreciates the disclosure of 
corporate affiliations by Applicants here and clarifies that, where 
an affiliate will acquire ``control'' of a motor carrier so as to 
implicate 49 U.S.C. 14303, it too must seek authority from the 
Board.
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    Based on Applicants' representations, the Board finds that the 
acquisition as proposed in the application is consistent with the 
public interest. In the interest of expedition--particularly in light 
of the ongoing bankruptcy proceeding--the application will be 
tentatively approved and authorized, subject to Renco submitting a 
complete filing, as described above, that is consistent with the 
Board's public interest finding by September 6, 2024. 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 and the Board does not 
issue a decision finding Renco's submission unsatisfactory by 
expiration of the comment period, this notice, including authority for 
Renco as an applicant, 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 
Renco submitting a satisfactory filing to join the application by 
September 6, 2024, and 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 8, 2024, unless the Board 
finds Renco's submission unsatisfactory or opposing comments are filed 
by October 7, 2024. If any comments are filed, Applicants may file a 
reply by October 22, 2024.
    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 20, 2024.

    By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Regena Smith-Bernard,
Clearance Clerk.
[FR Doc. 2024-18990 Filed 8-22-24; 8:45 am]
BILLING CODE 4915-01-P