[Federal Register Volume 90, Number 106 (Wednesday, June 4, 2025)]
[Notices]
[Pages 23760-23762]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-10155]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21132]
Trivest Fund VII, L.P. and Passenger Transport Holdings, L.P.--
Acquisition of Control--Roadrunner Charters Inc. et al.
AGENCY: Surface Transportation Board.
ACTION: Notice Tentatively Approving and Authorizing Finance
Transaction.
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SUMMARY: On May 5, 2025, Trivest Fund VII, L.P. (Trivest), a
noncarrier, and its noncarrier subsidiary Passenger Transport Holdings,
L.P. (PTH) (collectively, Applicants), filed an application for
authority to acquire all voting securities of Roadrunner Charters, Inc.
(Roadrunner), and its affiliate, Clark Charters and Travel, Inc., d/b/a
Clark Travel Enterprises (Clark) (collectively, Acquired Carriers).
Both Roadrunner and Clark are interstate passenger motor carriers
holding operating authority issued by the Federal Motor Carrier Safety
Administration (FMCSA). The Board is tentatively approving and
authorizing this transaction. If no opposing comments are timely filed,
this notice will be the final Board action.
DATES: Comments must be filed by July 21, 2025. If any comments are
filed, Applicants may file a reply by August 4, 2025. If no opposing
comments are filed by July 21, 2025, this notice shall be effective on
July 22, 2025.
ADDRESSES: Comments, referring to Docket No. MCF 21132, 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: Mark J. Andrews, Clark Hill PLC, 1001
Pennsylvania Ave. NW, Suite 1300 South, Washington, DC 20004.
FOR FURTHER INFORMATION CONTACT: Brian O'Boyle at (202) 245-0364. If
you require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: According to the application, PTH is a
noncarrier subsidiary of Trivest, another noncarrier, both of which are
headquartered at the same address in Coral Gables, Fla. (Appl. 3.)
Applicants state that PTH already controls an interstate passenger
motor carrier, Star Shuttle, LLC, d/b/a Star Shuttle & Charter (Star),
based in Texas.\1\ (Appl. 2-3.) Applicants state that Star currently
has 140 employees and approximately 115 vehicles and operates
approximately 3.6 million miles annually around the South Texas area.
(Id. at 4.) According to Applicants, Star's estimated share of the
South Texas passenger bus transportation market is less than 10%. (Id.
at 5.)
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\1\ More information about the current and future corporate
structures and ownership for Applicants and the Acquired Carriers
can be found in Exhibits A, B, and C of the application. In an
exhibit showing Trivest's corporate structure, PTH is identified as
a Delaware-registered corporation. (Appl., Ex. B.) The state of
incorporation for Trivest is not provided.
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Applicants state that the Acquired Carriers are both also Texas-
based, interstate passenger motor carriers.\2\ (Id. at 2-4.) According
to the Applicants, the Acquired Carriers combined use 160 employees and
about 100 vehicles to operate approximately 4.3 million miles around
the North and East Texas areas.\3\ (Id. at 4.) \4\ Applicants represent
that the operations of Star and the Acquired Carriers generally do not
overlap, except around Austin, Tex. (Appl. 4.) Applicants state that,
as a result of the proposed transaction, Applicants will have common
control of Roadrunner, Clark, and Star. (Id. at 2-3.)
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\2\ Applicants state that Roadrunner will convert to a limited
liability company prior to the closing of the transaction. (Appl. 3
n.2.) Further information about Star and the Acquired Carriers,
including U.S. Department of Transportation (USDOT) numbers, motor
carrier numbers, and USDOT safety fitness ratings, can be found in
the application. (Id. at 3-4, Ex. D.)
\3\ The Board notes that applicants in future proceedings should
provide information broken out by each carrier that is subject to
the transaction.
\4\ Applicants state that ``the 51 percent owner of Clark is the
spouse of the 100 percent owner of Roadrunner.'' (Appl. 4 n.3; see
also Appl., Ex. A (showing that Ronald Wills holds 100% ownership of
Roadrunner and 49% ownership of Clark and that Deborah Wills holds
51% ownership of Clark).) Applicants further state that Clark and
Roadrunner had not considered it necessary to seek Board approval
for their affiliation but, if the Board disagrees, Applicants
request approval as of the date of this application or,
alternatively, that it be treated as an exempt intra-corporate
family transaction under 49 CFR 1182.9. (Appl. 4 n.3.) Based on the
record here, there is no indication that the Wills' ownership
interests in Roadrunner and Charter would qualify as a transaction
requiring approval under 49 U.S.C. 14303(a).
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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. 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. 3-9.)
Applicants assert that the transaction is consistent with the
public interest. (Id. at 5-8.) Applicants state that Star and the
Acquired Carriers both provide ``outsourced'' bus services. (Id. at 6.)
According to the application, outsourced passenger transportation
services are highly competitive and subject to highly visible and
intense negotiation processes between multiple bidders, government
bodies, unions, political activists, and other interested parties. (Id.
at 6.) Applicants state that they have contractual obligations to
provide outsourced passenger transportation services and a competitive
incentive to maintain and improve existing services because doing so
enhances their chances of success when new outsourcing opportunities
arise or when existing contracts are re-competed. (Id. at 7.) Thus,
Applicants note, Star and the Acquired Carriers ``will have every
incentive to maintain high service levels in order to remain
competitive against a wide variety of national, regional and local
providers--along with the . . . alternative for governments,
universities and other contracting parties to take passenger
transportation in-house again.'' (Id.)
Regarding fixed charges, Applicants state that the transaction will
be financed with equity from Trivest-affiliated funds and third-party
debt to be secured at closing. (Id.) Applicants also state that
payments on the third-party debt will be structured to maintain
significant cash coverage over and above mandatory principal
repayments. (Id.)
Applicants represent that it is highly unlikely the transaction
would adversely impact employees of either Star or the Acquired
Carriers. (Id.) Applicants reiterate that the carriers will retain
their contractual obligations to provide outsourced transportation
services and have competitive incentives to maintain and improve
existing service levels. (Id.) They further assert that they and their
competitors are experiencing ``a longstanding shortage of qualified
drivers and maintenance personnel,'' and that Star and the Acquired
Carriers ``are actively recruiting additional employees.'' (Id. at 7-
8.)
Based on Applicants' 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
[[Page 23762]]
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 22, 2025, unless opposing
comments are filed by July 21, 2025. If any comments are filed,
Applicants may file a reply by August 4, 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 29, 2025.
By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Zantori Dickerson,
Clearance Clerk.
[FR Doc. 2025-10155 Filed 6-3-25; 8:45 am]
BILLING CODE 4915-01-P