[Federal Register Volume 90, Number 161 (Friday, August 22, 2025)]
[Notices]
[Pages 41157-41159]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-16055]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21135]
Traxx America Inc. and Beeline Tours Ltd.--Acquisition of Beeline
Tours Ltd. by Traxx America Inc.
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving and authorizing finance
transaction.
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SUMMARY: On May 21, 2025, TRAXX America Inc. (TAI or the Applicant), a
motor passenger carrier, filed an application for approval to acquire
all or substantially all of the operating assets of Beeline Tours Ltd.
(BTL), also a motor passenger carrier. The Board is tentatively
approving and authorizing the transaction subject to Willard Yuill
(Yuill) filing to join the application. If Yuill's filing is
satisfactory and no opposing comments are timely filed, this notice
will be the final Board action.
DATES: Yuill's filing to join the application must be filed by
September 5, 2025. Comments must be filed by October 6, 2025. If any
comments are filed, the Applicant and/or Yuill may reply by October 21,
2025. If no opposing comments are filed by October 6, 2025, and there
is no intervening Board order, this notice shall be effective on
October 7, 2025.
ADDRESSES: Comments, referring to Docket No. MCF 21135, 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 Applicant's representative, Kyle Glickson, Flott & Co. PC, 2200
Wilson Blvd., Suite 320, Arlington, VA 22201, and to Yuill's
representative at the address that will be added to the service list
for this proceeding on the Board's website following the submission of
Yuill's filing joining the application.
FOR FURTHER INFORMATION CONTACT: Amy Ziehm at (202) 918-5462. If you
require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: According to the application,\1\ TAI is
incorporated and registered to do business in the State of
Washington.\2\ (Appl. 3.) As depicted in the organization chart
attached to TAI's July 14, 2025 supplement, Traxx Holdings Inc.
(Traxx), a noncarrier, owns 100% of TAI, and Traxx is 100% owned by
Monarch Ventures Inc. (Monarch Ventures), also a noncarrier.\3\
(Suppl.,
[[Page 41158]]
Ex. B, July 14, 2025.) Monarch Ventures is 100% owned by The Monarch
Corporation (Monarch), a noncarrier, which in turn is 100% owned by
Yuill. (Id.)
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\1\ The Applicant supplemented its application on July 14, 2025,
and July 24, 2025. Therefore, for purposes of determining the
procedural schedule and statutory deadlines, the filing date of the
application is July 24, 2025. See 49 CFR 1182.4(a).
\2\ Further information, including TAI's U.S. Department of
Transportation (USDOT) number and motor carrier number can be found
in Exhibit A of the application. Additionally, although the
application indicates that TAI ``has a satisfactory safety rating,''
(Appl. 5), Exhibit A to the application indicates that TAI does not
have a safety rating, (Appl., Ex. A).
\3\ According to the Applicant, Traxx also wholly owns Traxx
Coachlines Ltd., a motor passenger carrier. (Suppl., Ex. B, July 14,
2025.) The Applicant asserts that the ``TRAXX group of companies . .
. includes affiliated carriers operating in British Columbia,
Alberta, and Saskatchewan under the TRAXX brand'' and that ``[t]hese
affiliates offer similar charter and tour services across Western
Canada and the Pacific Northwest.'' (Id. at 2.)
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The application describes TAI as a premier bus charter rental
company that provides charter services in the Seattle, Wash., area,
with a particular focus on cruise transportation. (Appl. 3.) TAI's
cruise transportation operations include transporting cruise ship
passengers and crew between cruise terminals, hotels, airports, and
local sightseeing locations. (Suppl. 1, July 14, 2025.) TAI also
provides charter services to sports teams, universities, and private
groups throughout the Pacific Northwest region (Washington and Oregon)
and into Canada. (Id. at 1, 3.) TAI operates 22 coaches and employs 24
staff members. (Appl. 3)
According to the application, BTL is a Seattle-based bus charter
rental company that is incorporated and registered to do business in
the State of Washington.\4\ (Id.) BTL is 100% owned by Michael
Rogers,\5\ (Appl. 1; Suppl., Ex. A, July 14, 2025), and operates
exclusively in Washington, (Suppl. 3, July 14, 2025). The application
states that BTL operates a diverse fleet of over 30 vehicles and
employs more than 50 staff members. (Appl. 3.) BTL's charter services
include school transportation, corporate charters, event charters, ad
hoc group charters, shuttle services, and cruise and tourism-related
group travel. (Suppl. 2, July 14, 2025.) BTL's cruise and tourism-
related services operated under the name ``Seattle Express'' until
April 2025, at which point TAI acquired the rights to the Seattle
Express brand from BTL ``in preparation for the proposed transaction.''
(Id.)
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\4\ Further information, including BTL's USDOT number, motor
carrier number, and safety rating can be found in Exhibit A of the
application.
\5\ According to the Applicant, Michael Rogers also wholly owns
Sachelava Inc. d/b/a Show Me Seattle, a motor passenger carrier that
provides transportation services for guided tours in the Seattle
area. (Suppl. 2-3, July 14, 2025; id., Ex. A.) These services
include food tours, city sightseeing tours, nature excursions,
cruise shore excursions, and private custom tours. (Id. at 3.)
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Under the proposed transaction, TAI will acquire BTL, including all
of BTL's assets, vehicles, and business operations.\6\ (Appl. 3.) TAI
states that following the transaction, Traxx will continue to wholly
own TAI, (id. at 1), and TAI will continue to operate BTL's fleet and
routes under the existing BTL and Seattle Express names, (id. at 3;
Suppl. 2, July 14, 2025). Additionally, although the application states
that the operations of the parties will remain unchanged except insofar
as TAI's ``principals implement improvements,'' (Appl. 4), the
supplement clarifies that TAI intends to expand the Seattle Express
brand in the Seattle area to include private group transfers (e.g., for
conventions and tour groups) and mall shuttle services for select local
hotels, (Suppl. 2, July 14, 2025).
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\6\ The application states that the parties have entered into an
asset purchase agreement but that they will not close the agreement
until the Board authorizes the transaction. (Appl. 3.)
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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. The Applicant has 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 TAI and BTL exceeded $2 million during the
12-month period immediately preceding the filing of the application,
see 49 CFR 1182.2(a)(5). (Suppl. 5, July 14, 2025.)
The Applicant asserts that the proposed transaction will have no
adverse impact on the adequacy of transportation services available for
the public. (Appl. 4.) According to the Applicant, the proposed
transaction involves the combination of two experienced, well-
established bus companies in the Seattle area, and TAI intends to
continue the operations of the carriers essentially as they are now
being conducted. (Id.) Accordingly, the Applicant asserts that the
public will not experience any disruption or change in service. (Id.)
The Applicant also argues that the proposed transaction will not
adversely affect competition in the Seattle area. (Suppl. 3-5, July 14,
2025.) According to the Applicant, although TAI and BTL both operate
within the broader motor passenger transportation market in the Seattle
region, there is minimal direct competition between the carriers
because their service offerings and clienteles are distinct, with TAI
specializing in cruise and long-distance charter and BTL specializing
in local, school-based, and community-driven transportation services.
(Id. at 4.) The Applicant also asserts that the transaction will
enhance and improve service offerings, operational efficiency, resource
allocation, and vehicle utilization. (Id. at 4-5.) Although the
Applicant anticipates that, post-acquisition, TAI will ``become
approximately the fourth-largest charter provider by revenue in the
Seattle market,'' the Applicant asserts that there will be no
significant reduction in competition ``due to the fragmented and niche-
driven nature of the market.'' (Suppl. 5, July 14, 2025; id. at 3-4
(describing the competitive conditions in the motor coach market in
Seattle and the broader Washington area).) The Applicant further states
that this transaction would have no effect on total fixed charges, and
that no carrier employees would be adversely affected by the
contemplated transaction. (Appl. 4-5.)
The Board notes that Yuill did not join in TAI's application
despite being the sole shareholder of Monarch, which wholly owns
Monarch Ventures, which in turn wholly owns Traxx (TAI's 100% owner).
(Suppl., Ex. B, July 14, 2025.) As TAI's ultimate owner, and without
any evidence in the record suggesting otherwise, Yuill has the ``power
or authority'' to exercise control of TAI. 49 U.S.C. 13102(5) (defining
``control'' to ``include[ ] actual control, legal control, and the
power to exercise control,'' including through or by ``a holding or
investment company''); see also Morgan Stanley Grp.--Control
Exemption--NCC L.P., MCF 20250, slip op. at 3 (ICC served Feb. 17,
1993) (``In determining issues of control, the Commission has focused
on the ability to control as reflected in the power or authority to
manage, direct, superintend, restrict, regulate, govern, administer, or
oversee.''). Thus, Yuill also requires acquisition authority under 49
U.S.C. 14303. Accordingly, Yuill will be directed to submit a filing
joining the application and providing all the information required of
an applicant under the Board's rules at 49 CFR part 1182. See, e.g.,
Bus Co. Holdings Topco LP--Acquis. of Control of Assets--Chenango
Valley Bus Lines, Inc., MCF 21117, slip op. at 5-6 (STB served Aug. 23,
2024). Yuill's filing may incorporate the existing application by
reference to the extent appropriate, supplementing as necessary with
any information specific to Yuill required under 49 CFR 1182.2.
Based on the Applicant's representations, the Board finds that the
acquisition as proposed in the application is consistent with the
public interest. The application will be tentatively approved and
authorized,
[[Page 41159]]
subject to Yuill submitting a satisfactory filing, as described above,
that is consistent with the Board's public interest finding by
September 5, 2025. 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
Yuill's submission unsatisfactory by the expiration of the comment
period, this notice, including authority for Yuill 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
Yuill submitting a satisfactory filing to join the application by
September 5, 2025, 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 7, 2025, unless the Board
finds Yuill's submission unsatisfactory or opposing comments are filed
by October 6, 2025. If any comments are filed, the Applicant and/or
Yuill may reply by October 21, 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: August 17, 2025.
By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Zantori Dickerson,
Clearance Clerk.
[FR Doc. 2025-16055 Filed 8-21-25; 8:45 am]
BILLING CODE 4915-01-P