[Federal Register Volume 90, Number 113 (Friday, June 13, 2025)]
[Notices]
[Pages 25112-25115]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-10825]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21134]
Decision; Van Pool Transportation LLC and Ag Van Pool Holdings,
LP--Acquisition of Control--Bill's Taxi Service Inc., Dell
Transportation Corp., Hendrickson Bus Corporation, Huntington Coach
Corporation, Huntington Coach, L.L.C., Towne Bus Corp., Towne Bus LLC,
Van Trans LLC, We Transport (Ny) LLC, We Transport LLC (Connecticut),
and We Transport, Inc.
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving and authorizing finance
transaction.
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SUMMARY: On May 16, 2025, Van Pool Transportation LLC (Van Pool) and AG
Van Pool Holdings, LP (AG Holdings) (collectively, Applicants), both
noncarriers, filed an application to acquire control of an interstate
passenger motor carrier, Bill's Taxi Service Inc. d/b/a A&A Metro
Transportation (A&A), from its shareholders, Thomas Arrighi, Michael
Arrighi, and Gaile Arrighi (collectively, Sellers). In addition to this
proposed transaction, Applicants also seek after-the-fact control
authority for the following Van Pool subsidiaries: Dell Transportation
Corp. (Dell), Hendrickson Bus Corporation (Hendrickson), Huntington
Coach Corporation (Huntington Corp.), Huntington Coach, L.L.C.
(Huntington LLC), Towne Bus Corp. (Towne Corp.), Towne Bus LLC (Towne
LLC), Van Trans LLC (Van Trans), WE Transport (NY) LLC (WE NY), WE
Transport LLC (Connecticut) (WE CT), and WE Transport, Inc. (WE
Transport) (collectively, the ATF Subsidiaries). The Board is
tentatively approving and authorizing the control of A&A as well as the
ATF Subsidiaries. If no opposing comments are timely filed, this notice
will be the final Board action.
DATES: Comments must be filed by July 28, 2025. If any comments are
filed, Applicants may file a reply by August 12, 2025. If no opposing
comments are filed by July 28, 2025, this notice shall be effective on
July 29, 2025.
ADDRESSES: Comments, referring to Docket No. MCF 21134, 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: Kiefer A. Light, Beacon Mobility Corp.,
3700 Embassy Parkway, Suite 500, Akron, OH 44333.
FOR FURTHER INFORMATION CONTACT: Jonathon Binet at (202) 245-0368. If
you require an accommodation under the Americans with Disabilities Act,
please call (202) 915-4348.
SUPPLEMENTARY INFORMATION:
Applicants and the Affiliate Regulated Carriers. According to the
application, Van Pool is a Delaware limited liability company
indirectly controlled by AG Holdings through intermediary holding
companies.\1\ (Appl. 3-4.) Neither Van Pool nor AG Holdings is a
federally regulated carrier. (Id.) However, excluding the ATF
Subsidiaries, Van Pool directly owns and controls all equity and voting
interest in 11 interstate passenger motor carriers (the Affiliate
Regulated Carriers). (Id.) \2\ The Affiliate Regulated Carriers are:
\3\
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\1\ Specifically, Applicants state that Van Pool is wholly owned
by VP Intermediate Company (VP Intermediate), a Delaware corporation
and noncarrier holding company, and that VP Intermediate is wholly
owned by Beacon Mobility Corp. (Beacon Mobility), a Delaware
corporation and noncarrier holding company. (Appl. 26.) Beacon
Mobility is wholly owned by Beacon Mobility Intermediate Corp.
(Beacon Intermediate), a Delaware corporation and noncarrier holding
company. (Id.) Beacon Intermediate is wholly owned by Beacon
Mobility Preferred Issuer, LLC (Beacon Preferred), a Delaware
limited partnership and noncarrier holding company, and Beacon
Preferred is wholly owned and controlled by Van Pool Group Holdings,
L.P. (Group Holdings), a Delaware limited partnership and noncarrier
holding company. (Id.) Group Holdings is majority-owned and
controlled by AG Holdings, a Delaware limited partnership and
noncarrier holding company. (Id.) AG Holdings is owned by investment
funds affiliated with Audax Management Company, LLC, a Delaware
limited liability company. (Id.) Applicants state that ``none of the
aforementioned entities control any regulated interstate passenger
carriers other than as set forth in [the] Application.'' (Id.)
\2\ Applicants note that Van Pool sought and obtained Board
approval for the acquisition of PLSIII LLC (n/k/a Cedar Bus Company,
LLC) (PLS). (Id. at 4 n.4); see Van Pool Transp. LLC--Acquis. of
Control--PLSIII LLC, MCF 21111 (STB served Nov. 17, 2023).
Applicants add, however, that PLS no longer provides any regulated
interstate service. (Appl. 4 n.4.) Therefore, PLS voluntarily
revoked its interstate authority on August 30, 2024, and is no
longer among the Affiliate Regulated Carriers. (Id.)
\3\ 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. 5-9, Ex. A.)
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[[Page 25113]]
NRT Bus, Inc., which primarily provides non-regulated
student transportation services for schools in Massachusetts (Essex,
Middlesex, Norfolk, Suffolk, and Worcester Counties), and occasional
charter services, (Appl. 5);
Trombly Motor Coach Service, Inc., which primarily
provides non-regulated student transportation services for schools in
Massachusetts (Essex and Middlesex Counties), and occasional charter
services, (id.);
Salter Transportation, Inc., which primarily provides non-
regulated student transportation services for schools in Massachusetts
(Essex County) and southern New Hampshire, and occasional charter
services, (id. at 5-6);
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, (id. at 6.);
F. M. Kuzmeskus, Inc., d/b/a Travel Kuz, which provides
(i) non-regulated school bus transportation services, (ii) intrastate
and interstate motor coach and limousine charter services, and (iii)
limited intrastate and interstate charter services using school buses,
all in western Massachusetts and southern Vermont, (id. at 6-7);
Alltown Bus Service Inc., which primarily provides non-
regulated student transportation services for schools in the
metropolitan area of Chicago, Ill., and its northern suburbs, and
occasional charter services, (id. at 7);
DS Bus Lines, Inc., which primarily provides (i) non-
regulated student transportation services for schools 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, (id.);
Royal Coach Lines, Inc., which primarily provides (i) non-
regulated student transportation services for schools in the
metropolitan area of Westchester County, N.Y., and southern
Connecticut, and (ii) contract and charter transportation services,
(id. at 7-8);
Local Motion, LLC, d/b/a Local Motion of Boston (Local
Motion), which provides non-regulated school bus, charter, and shuttle
services in the metropolitan area of Boston, Mass., (id. at 8);
Butler's Bus Service, Inc. (BBS), which primarily provides
non-regulated student transportation services for schools in New
Hampshire and Vermont. BBS also provides occasional charter services
when its buses are not in use for school activities, (id.);
TransAction Corporate Shuttles, Inc (TCS), which primarily
provides fixed-route commuter and municipal shuttle bus services and
on-demand transportation for employees of businesses and communities in
Massachusetts. See Van Pool Transp. LLC--Acquis. of Control--
TransAction Corp. Shuttles, Inc., MCF 21119, slip op. at 3 (STB served
Sept. 27, 2024).
The ATF Subsidiaries. Applicants explain that they acquired the ATF
Subsidiaries in two separate transactions. (Appl. 22.) \4\ According to
Applicants, at the time of those acquisitions, none of the ATF
Subsidiaries held interstate operating authority. (Id. at 22.) At
various points following the acquisitions, however, certain of the ATF
Subsidiaries were presented with opportunities to provide limited
interstate transportation related to school-sponsored extracurricular
activities. (Id. at 23-25.) According to the application, a regional
employee of Van Pool then applied for interstate operating authority
from the Federal Motor Carrier Safety Administration. (Id. at 24-25.)
Applicants state that staff more familiar with Board processes only
became aware of the failure to seek the requisite Board authority while
preparing the application to acquire A&A. (Id. at 23.)
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\4\ Specifically, Applicants acquired Towne Corp., Towne LLC,
Van Trans, WE NY, WE CT, and WE Transport on June 25, 2021. (Appl.
23.) Applicants then acquired Dell, Hendrickson, Huntington Corp.,
and Huntington LLC on February 1, 2023. (Id. at 25.)
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The ATF Subsidiaries are: \5\
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\5\ Additional information about these motor carriers, USDOT
numbers, motor carrier numbers, and USDOT safety fitness ratings,
can be found in the application. (See id. at 12-20; id., Ex. A.)
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Dell, with a fleet of approximately 149 passenger
vehicles, primarily provides non-regulated home-to-school
transportation within the town of Hempstead, N.Y. Dell also provides
charter transportation for school-related extracurricular activities.
While Dell's operations are predominantly intrastate, its charter
services, on occasion, may cross state lines into neighboring
jurisdictions, particularly New Jersey or Connecticut, depending on the
location of the extracurricular activities, (Appl. 12-13);
Hendrickson, with a fleet of approximately 236 passenger
vehicles, primarily provides non-regulated home-to-school
transportation within the town of Bayville, N.Y. Hendrickson also
provides charter transportation for school-related extracurricular
activities. While Hendrickson's operations are predominantly
intrastate, its charter services, on occasion, may cross state lines
into neighboring jurisdictions, particularly New Jersey, Connecticut,
Pennsylvania, and Massachusetts, depending on the location of the
extracurricular activities, (id. at 13-14);
Huntington Corp., with a fleet of approximately 328
passenger vehicles, primarily provides non-regulated home-to-school
transportation within the town of Huntington Station, N.Y. Huntington
Corp. also provides charter transportation for school-related
extracurricular activities. While Huntington Corp.'s operations are
predominantly intrastate, its charter services, on occasion, may cross
state lines into neighboring jurisdictions, particularly New Jersey,
Connecticut, Pennsylvania, and Massachusetts, depending on the location
of the extracurricular activities, (id. at 14);
Huntington LLC has a fleet of approximately 231 vehicles
and operates similarly to Huntington Corp., (id. at 14-15);
Towne Corp., with a fleet of approximately 311 passenger
vehicles, primarily provides non-regulated home-to-school
transportation within Long Island, N.Y. Towne Corp. also provides
charter transportation for school-related extracurricular activities.
While Towne Corp.'s operations are predominantly intrastate, its
charter services, on occasion, may cross state lines into neighboring
jurisdictions, particularly New Jersey, Connecticut, Pennsylvania, and
Massachusetts, depending on the location of the extracurricular
activities, (id. at 15-16);
Towne LLC has a fleet of approximately 390 vehicles and
operates similarly to Towne Corp., (id. at 16-17);
Van Trans, with a fleet of approximately 160 passenger
vehicles, primarily provides non-regulated home-to-school
transportation within Bronx, N.Y. Van Trans also provides charter
transportation for school-related extracurricular activities. While Van
Trans's operations are predominantly intrastate, its charter services,
on occasion, may cross state lines into neighboring jurisdictions,
particularly New Jersey, Connecticut, Pennsylvania, and Massachusetts,
depending on the location of the extracurricular activities, (id. at
17-18);
WE NY, with a fleet of approximately 232 passenger
vehicles,
[[Page 25114]]
primarily provides non-regulated home-to-school transportation within
Long Island, N.Y. WE NY also provides charter transportation for
school-related extracurricular activities. While WE NY's operations are
predominantly intrastate, its charter services, on occasion, may cross
state lines into neighboring jurisdictions, particularly New Jersey,
Connecticut, Pennsylvania, and Massachusetts, depending on the location
of the extracurricular activities, (id. at 18-19);
WE CT, with a fleet of approximately 299 passenger
vehicles, primarily provides non-regulated home-to-school
transportation in Bridgeport, Conn. WE CT also provides charter
transportation for school-related extracurricular activities. While WE
CT's operations are predominantly intrastate, its charter services, on
occasion, may cross state lines into neighboring jurisdictions,
particularly New York, Rhode Island, and Massachusetts, depending on
the location of the extracurricular activities, (id. at 19);
WE Transport, with a fleet of approximately 652 passenger
vehicles, primarily provides non-regulated home-to-school
transportation within Long Island, N.Y. WE Transport also provides
charter transportation for school-related extracurricular activities.
While WE Transport's operations are predominantly intrastate, its
charter services, on occasion, may cross state lines into neighboring
jurisdictions, particularly New Jersey and Connecticut, depending on
the location of the extracurricular activities, (id. at 19-20).
A&A. A&A, a motor carrier, provides a range of passenger
transportation services, including charter, shuttle, school, and non-
emergency medical transportation. (Appl. 9.) A&A's core-service area
includes the Massachusetts communities of Bridgewater, Boston, Quincy,
and North Dartmouth. (Id. at 10.) However, based on customer needs,
A&A's charter operations extend beyond this core area to include
interstate service. (Id.) Specifically, over the past three years, A&A
has provided charter service from Massachusetts to or through
Connecticut, Delaware, Maine, Maryland, New Hampshire, New Jersey, New
York, North Carolina, Pennsylvania, Rhode Island, South Carolina,
Vermont, and Virginia. (Id.) In 2024, A&A also conducted a limited
amount of charter service into Quebec, Canada. (Id.)
A&A's fleet consists of approximately 32 minibuses, 11 motor
coaches, 39 vans (1-8 passengers, and 12 vans (9-15 passengers). (Id.)
Applicants also provide details about A&A's principal place of
business, USDOT number, FMCSA docket number, safety rating, fleet
composition, and driver count. (Id., Ex. A.)
The Statutory Standard. 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 acquisition of the ATF
Subsidiaries and A&A are both 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. 26-27.)
The ATF Transactions and A&A Acquisition. Applicants claim that the
control of the ATF Subsidiaries and the acquisition of A&A will not
have a material, detrimental impact on the adequacy of transportation
services available to the public. (Id. at 27.) They note that there are
numerous motor passenger carrier companies in the same geographic areas
as the subject motor carriers and that barriers to entry into the
business are low. (Id.)
Specific to the ATF Subsidiaries, Applicants state that those
entities compete with numerous local and regional school bus operators
for contracts, including companies such as Guardian Bus, Montauk Bus,
and Educational Bus Transportation. (Id. at 32.) In addition, they face
competition from large national providers affiliated with
transportation companies such as First Student, National Express, and
Student Transportation of America. (Id.) With respect to charter
services, the relevant market is also competitive. (Id. at 33.)
Applicants explain that numerous providers operate in the Long Island
and broader New York area, including local and regional companies such
as Long Island Coach Bus, Gogo Charters New York, Winston
Transportation, New York Charter Bus Company, and A1 Metro Limousine
Service. (Id.) Applicants note that national charter operators such as
Academy Bus, Coach USA, and National Express also maintain a strong
presence in the region. (Id.) Therefore, the record indicates that
Applicants' control of the ATF Subsidiaries has not and will not affect
the adequacy of transportation to the public.
As to A&A, Applicants note that it also competes for contracts and
assert that demand for charter, school, shuttle, and non-emergency
medical transportation services within its service area is strong. (Id.
at 28, 31.) They acknowledge that A&A competes in certain limited
aspects of the business conducted by Local Motion and TCS but add that
A&A continues to face competition from established providers, including
DPV Transportation, Lucini Transportation, and Fisher Bus Inc. (Id. at
31.)
Furthermore, according to Applicants, adding A&A and the ATF
Subsidiaries will enhance the viability of Applicants' organization.
(Id. at 29.) Applicants explain that the common control will improve
operating efficiencies, increase equipment utilization rates, and be
more cost effective because of economies of scale. (Id. at 28.)
Applicants assert that these enhancements will help ensure the
provision of adequate service to the public. (Id.)
Applicants acknowledge that the acquisition of the ATF Subsidiaries
resulted in a modest increase in fixed charges in the form of interest
expense because the acquisitions were financed through borrowed
capital. (Id. at 29 n.8.) Applicants note, however, that the Board has
approved transactions involving debt financing, even when such
financing has resulted in increased interest expense. (Id. at 29
(citing Variant Equity I, LP--Acquis. of Control--Coach USA Admin.,
Inc., MCF 21084, slip op. at 4 (STB served Feb. 15, 2019); Sureride
Charter Inc.--Acquis. of Control--McClintock Enters., Inc., MCF 21077,
slip op. at 3 (STB served Nov. 2, 2017)).) Applicants state that the
acquisition of A&A will also result in a modest increase in fixed
charges but add that it will not affect the provision of transportation
services to the public. (Appl. 29.)
Additionally, Applicants indicate that the acquisition of the ATF
Subsidiaries did not have a substantial impact on employees or labor
conditions, and they do not anticipate a measurable reduction in force
or changes in compensation levels or benefits in the future. (Id. at
30.) Similarly, Applicants state they do not expect the acquisition of
A&A to have a substantial impact on employees or labor conditions.
(Id.) Applicants also state that they do not anticipate a measurable
increase in force or changes in compensation levels or benefits at A&A.
(Id.)
[[Page 25115]]
Based on Applicants' representations, the Board finds that the
acquisition of the ATF Subsidiaries and A&A is consistent with the
public interest. The application will 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 acquisition of the ATF Subsidiaries and A&A 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 on July 29, 2025, unless opposing
comments are filed by July 28, 2025. If any comments are filed,
Applicants may file a reply by August 12, 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: June 9, 2025.
By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Tammy Lowry,
Clearance Clerk.
[FR Doc. 2025-10825 Filed 6-12-25; 8:45 am]
BILLING CODE 4915-01-P