[Federal Register Volume 90, Number 99 (Friday, May 23, 2025)]
[Notices]
[Pages 22143-22144]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-09334]
=======================================================================
-----------------------------------------------------------------------
SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21133]
ISQ Bus BIDCO, Inc. et al.--Acquisition of Control--A&S
Transportation Incorporated et al.
AGENCY: Surface Transportation Board.
ACTION: Notice Tentatively Approving and Authorizing Finance
Transaction.
-----------------------------------------------------------------------
SUMMARY: On April 25, 2025, the following entities filed an application
to acquire from Mobico Group PLC (the Seller) indirect control of the
Seller's North American home-to-school transportation entities, which
include regulated interstate passenger motor carriers (the Acquired
Regulated Entities): ISQ Bus BidCo, Inc. (BidCo); ISQ Global
Infrastructure Fund III (UST) Bus AIV, LP (Fund UST); ISQ Global
Infrastructure Fund III (USTE) Bus AIV, LP (Fund USTE); ISQ Global
Infrastructure Fund III Bus AIV, LP (Fund AIV); and ISQ Global
Infrastructure Fund III (EU) Bus AIV, LP (Fund EU) (collectively, the
Applicants). 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 7, 2025. If any comments are
filed, the Applicants may file a reply by July 22, 2025. If no opposing
comments are filed by July 7, 2025, this notice shall be effective on
July 8, 2025.
ADDRESSES: Comments, referring to Docket No. MCF 21133, 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
the Applicants' representative: Jonathan R. Todd, Benesch, Friedlander,
Coplan & Aronoff LLP, 127 Public Square, Suite 4900, Cleveland, OH
44114.
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, BidCo, a
corporation organized under the laws of Delaware, is headquartered in
Miami, Fla. (Appl. 2.) Fund UST, Fund USTE, and Fund AIV are yet-to-be
formed Cayman Islands limited partnerships; Fund EU is a yet-to-be
formed Luxembourg/Ontario limited partnership (collectively, the Fund
Applicants). (Id.) These entities will all be headquartered in Miami,
Fla. (Id.) According to the application, the Applicants are all
noncarriers, neither the Applicants nor any of their subsidiaries or
affiliates own or control any passenger motor carriers in the United
States, and neither the Applicants nor any of their subsidiaries or
affiliates have interstate motor carrier authority, U.S. Department of
Transportation (USDOT) Numbers, or USDOT Safety Ratings. (Id.)
The Applicants state that the Fund Applicants \1\ will
collectively, wholly own ISQ Bus Aggregator, LP, a Cayman Islands
limited partnership headquartered in Miami, Fla., which will serve as
limited partner of the next intermediate holding entity, ISQ Bus
Intermediate, LP, a yet-to-be formed Cayman Islands limited partnership
that will be headquartered in Miami, Fla. (Id. at 2.) The Applicants
state that ISQ Global Fund III GP, LLC, a Delaware limited liability
company headquartered in Miami, Fla., will serve as the general partner
of ISQ Bus Intermediate, LP. (Id.) According to the Applicants, Bus
Management LP, a Delaware limited partnership headquartered in Miami,
Fla., will be the limited partner of ISQ Bus Intermediate, LP. (Id. at
2-3.) ISQ Bus Intermediate, LP, will own ISQ Bus Holdings, LP, a
Delaware limited partnership headquartered in Miami, Fla. (Id. at 3.)
The Applicants note that ISQ Bus Holdings GP, LLC, a Delaware limited
liability company headquartered in Miami, Fla., will serve as general
partner of ISQ Bus Holdings, LP.\2\ (Id.) ISQ Bus Holdings, LP, will in
turn own BidCo. (Id.) The Applicants state that, upon close of the
proposed transaction, all interest in the Acquired Regulated Entities
will be indirectly owned and held by BidCo, and indirectly controlled
by the Fund Applicants. (Id.)
---------------------------------------------------------------------------
\1\ According to the application, I Squared Capital Advisors
(US) LLC, a private equity noncarrier Delaware limited liability
company, headquartered in Miami, Fla., will serve as the investment
manager for the Fund Applicants. (Id. at 3.)
\2\ As part of the overall proposed transaction, the Applicants
state that ISQ Bus Holdings, LP will also acquire Canadian passenger
motor carriers that do not, and will not, enter the United States or
fall under the jurisdiction of the Board. (See id. at 5 n.5.)
---------------------------------------------------------------------------
The application states that the Seller is a publicly held British
corporation, formerly known as National Express Group, PLC, that has
been listed on the London Stock Exchange since 1992.\3\ (Appl. 4.) The
Applicants state that the Seller owns and controls companies that
provide transportation and mobility services, including, but not
limited to, public railway, tram, bus, motor coach,
[[Page 22144]]
and home-to-school buses, in 12 countries across Europe, North America,
and North Africa. (Id.) The Applicants further assert that the Seller
is not a motor carrier and does not have a USDOT Number, a Federal
Motor Carrier Safety Administration docket number, or a USDOT Safety
Rating. (Id.) The application explains that the Acquired Regulated
Entities include the following: \4\
---------------------------------------------------------------------------
\3\ More information about the Seller's corporate structure and
ownership can be found in the application. (See Appl. at 4-5, Ex.
C.)
\4\ Additional information about these motor carriers, including
USDOT numbers, motor carrier numbers, and USDOT safety fitness
ratings, can be found in the application. (See id. at Ex. A.)
---------------------------------------------------------------------------
A&S Transportation, Inc., which provides student school
bus transportation and charter passenger services in Florida and
Georgia;
Durham School Services, L.P., which provides student
school bus transportation and nationwide charter passenger services;
Petermann Ltd., which provides student school bus
transportation and charter passenger services in Ohio;
Petermann STSA, LLC, which provides student school bus
transportation and charter passenger services in Kansas;
Quality Bus Service, LLC, which provides student school
bus transportation and charter passenger services in Orange County,
N.Y., and surrounding counties;
Trinity, Inc., which provides student school bus
transportation and motor coach charter passenger services in the
Detroit, Mich., metropolitan area;
Trinity Student Delivery, LLC, which provides student
school bus transportation and charter passenger services in Northwest
Ohio; and
Wise Coaches, Inc., which provides school bus
transportation services and charter services in central Tennessee.
(Id.) According to the application, the Seller also has operating
subsidiaries that provide transportation services not involving
regulated interstate transportation or requiring interstate passenger
authority in the United States. (See id. at 5, Ex. B.)
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 resulting from the proposed transaction, and (3) the interest
of affected carrier employees. The Applicants have submitted the
information required by 49 CFR 1182.2, including information
demonstrating 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). (Appl. 6-9.)
The Applicants assert that the proposed transaction will not have a
material, detrimental impact on the adequacy of transportation services
available to the public. (Id. at 7.) According to the Applicants, the
Acquired Regulated Entities will continue to provide the same services
they currently provide, and under the same name they currently provide
such services but will operate within the Applicants' organizational
family. (Id.) Further, the Applicants note that the Acquired Regulated
Entities will continue to operate and fulfill their respective current
contracts but will also be in position to bid competitively to maintain
desired contracts and to respond to open bids for other contracts that
may be beneficial to their businesses. (Id.) As such, the Applicants
state that they intend to further develop and expand the aggregate
businesses of the Acquired Regulated Entities. (Id.)
The Applicants further claim that neither competition nor the
public interest will be adversely affected by the proposed transaction.
(Id. at 8-9.) The Applicants assert that the market for the
transportation services provided by the Acquired Regulated Entities is
competitive in nature, as the areas where such carriers operate are
generally geographically dispersed and the majority of all home-to-
school student transportation contracts are subject to competitive bid
processes and the possibility that a school can provide ``in-house''
school bus services. (Id.) The Applicants also state that the
competitors of the Acquired Regulated Entities include First Student,
Student Transportation, Inc., North America Central School Bus, Beacon
Mobility, and many other regional and local providers. (Id. at 9.) As
to charter services, the Applicants assert that the Acquired Regulated
Entities compete for charter services such as school-related activities
(athletic and academic competitions, field trips, etc.) and
occasionally non-school related activities and events but that the
demand for such services is limited due to, among other things, a lack
of amenities on school buses suitable for charter service needs. (Id.
at 4-5, 9.) Based on the foregoing, the Applicants state that the
impact of the proposed transaction will be minimal, at most, and that
neither competition nor the public interest will be adversely affected.
(Id. at 9.)
With respect to fixed charges, the Applicants assert that such
charges are not contemplated to have a material impact on the proposed
transaction. (Id. at 7.) The Applicants further state that they do not
expect the transaction to have substantial impacts on employees or
labor conditions, nor do they anticipate a measurable reduction in
force or changes in compensation levels or benefits. (Id.)
Based on the Applicants' representations, the Board finds that the
acquisition of control of the Acquired Regulated Entities 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 the 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 July 8, 2025, unless opposing
comments are filed by July 7, 2025. If any comments are filed,
Applicant may file a reply by July 22, 2025.
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: May 19, 2025.
By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Regena Smith-Bernard,
Clearance Clerk.
[FR Doc. 2025-09334 Filed 5-22-25; 8:45 am]
BILLING CODE 4915-01-P