Transportation Demand Management Holdings, LLC--Acquisition of Control--Badger Bus Transportation Group, Inc.

Topics:  Badger Bus

Regena Smith-Bernard
Surface Transportation Board
8 November 2019

[Federal Register Volume 84, Number 217 (Friday, November 8, 2019)]
[Notices]
[Pages 60467-60468]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-24419]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21088]


Transportation Demand Management Holdings, LLC--Acquisition of 
Control--Badger Bus Transportation Group, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On October 9, 2019, Transportation Demand Management Holdings, 
LLC (Holdings), a noncarrier, filed an application for Holdings to 
acquire control of Badger Bus Transportation Group, Inc. (Badger 
Group), a noncarrier that controls, among other entities, an interstate 
and intrastate motor carrier, Badger Coaches, Inc. (Badger Coaches), 
from Badger Group's shareholders, David H. Meier, John R. Meier, and 
James A. Meier, and the various family trusts they control 
(collectively, Sellers). 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. Persons wishing to 
oppose the application must follow the rules at 49 CFR 1182.5 and 
1182.8.

DATES: Comments may be filed by December 23, 2019. If any comments are 
filed, Holdings may file a reply by January 7, 2020. If no opposing 
comments are filed by December 23, 2019, this notice shall be effective 
on December 24, 2019.

ADDRESSES: Comments may be filed with the Board either via e-filing or 
in writing addressed to: Surface Transportation Board, 395 E Street SW, 
Washington, DC 20423-0001. In addition, send one copy of comments to: 
Andrew K. Light, Scopelitis, Garvin, Light, Hanson & Feary, P.C., 10 W 
Market Street, Suite 1400, Indianapolis, IN 46204.

FOR FURTHER INFORMATION CONTACT: Sarah Fancher at (202) 245-0355. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: According to the application, Holdings, 
which is organized under the laws of Texas, directly owns and controls 
Transportation Demand Management, LLC (TDM), which is organized under 
the laws of Washington. (Appl. 2.) TDM is a passenger motor carrier 
that holds interstate motor carrier authority, as well as intrastate 
motor carrier authority in Washington. (Id.) TDM conducts business as 
Starline Luxury Coaches, Wheatland Express, Starline Transportation, 
and A&A Motorcoach, and utilizes approximately 99 passenger-carrying 
vehicles and 119 drivers. (Id.)
    The majority equity and voting membership interest in Holdings is 
owned and held by CVG Group, LLC (CVG), which is organized under the 
laws of Texas. (Id.) The membership interests of CVG are held evenly by 
Michael T. Gibson and Willard L. Jackson. (Id.) A noncontrolling equity 
membership interest in Holdings is directly and indirectly held by 
Gladys Gillis, the chief executive officer of Holdings. (Id.) Holdings 
states that TDM is the only interstate passenger motor carrier with 
which CVG, Holdings, Gibson, Jackson, and Gillis are affiliated. (Id. 
at 3.)
    Holdings states that the purpose of the transaction is to acquire 
control of

[[Page 60468]]

Badger Group, a Wisconsin corporation that holds all equity interests 
in Badger Coaches,\1\ which operates primarily as a motor carrier 
providing interstate charter services in Wisconsin and its surrounding 
areas, as well as intrastate passenger line run, shuttle, and charter 
services in Wisconsin. (Id. at 1, 3.) Badger Coaches holds interstate, 
and Wisconsin intrastate, passenger motor carrier authority. Badger 
Coaches utilizes approximately 71 passenger vehicles and 96 drivers.\2\ 
(Id. at 3.)
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    \1\ Additional information about Badger Coaches (also referred 
to in the application as Badger Coach) and TDM, including U.S. 
Department of Transportation (USDOT) numbers, motor carrier numbers, 
and USDOT safety fitness ratings, can be found in the application. 
(See Appl. 2-4.)
    \2\ Holdings states that Badger Group also holds all of the 
equity interests in Wisconsin intrastate passenger carriers Badger 
Bus Lines, Inc., and Meier Truck Services, LLC, and in noncarriers 
Badger Tour & Travel, LLC, and Meier Coach Leasing. (Id. at 3-4.)
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    Holdings represents that Sellers own all the issued and outstanding 
equity stock of Badger Group. (Id. at 5.) Holdings also states that 
Sellers do not have any direct or indirect ownership interest in any 
interstate passenger motor carrier other than Badger Coaches as 
described above. (Id.)
    Holdings represents that, through this transaction, it will acquire 
all of the outstanding equity and voting stock of Badger Group, which 
will place Badger Coaches under Holdings' control. (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, and (3) the interest of affected carrier 
employees. Holdings has 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 TDM 
and Badger Coaches exceeded $2 million during the 12-month period 
immediately preceding the filing of the application, see 49 CFR 
1182.2(a)(5).
    Holdings states that it does not expect the proposed transaction to 
have a material, detrimental impact on the adequacy of transportation 
services available to the public. (Appl. 6.) Holdings anticipates that 
services to the public will be improved as efficiencies are realized 
and capacity is added. (Id.) Holdings states that for the foreseeable 
future, Badger Coaches will continue to provide the same services it 
currently provides under the same name, but will operate as a 
subsidiary of Holdings, which is experienced in passenger 
transportation operations. (Id.) Holdings explains that Badger Coaches 
is experienced in some of the same market segments already served by 
Holdings' subsidiary, TDM. (Id. at 6-7.) Thus, the transaction is 
expected to result in operating efficiencies and cost savings derived 
from economies of scale and increased purchasing power, all of which 
will help ensure the provision of adequate service to the public. (Id. 
at 7.) Holdings also asserts that its acquisition of control of Badger 
Coaches will enhance the viability of Badger Coaches, Holdings, and 
TDM, which will in turn ensure the continued availability of adequate 
passenger transportation service for the public. (Id.)
    Holdings claims that neither competition nor the public interest 
will be adversely affected by the proposed transaction. (Id. at 9.) 
Holdings explains that the market is competitive for motor coach 
passenger line-run, shuttle, and interstate charter services in 
Madison, Wis., and Southern Wisconsin (the Service Area). (Id.) 
Holdings states that Badger Coaches competes directly with other motor 
coach passenger line-run providers in the Service Area, including 
Megabus, Greyhound, Lamers Bus Lines, and Jefferson Lines. (Id.) 
Holdings notes that Lamers Bus Lines and Jefferson Lines, among others, 
also provide shuttle and charter services in the Service Area. (Id.) 
Holdings states that passenger transportation arrangers for charter and 
tour services, as well as rail transportation, air transportation, and 
automobiles, provide further competition in the Service Area. (Id.) 
Holdings affirms that the services offered by Badger Coaches are 
geographically ``dispersed'' from those offered by TDM, and there is no 
overlap in the service areas and customer bases between Badger Coaches 
and TDM. (Id.) TDM operates in Washington and elsewhere, and Badger 
Coaches operates in Wisconsin and its surrounding area. (Id. at 2-3.)
    Holdings states that the proposed transaction will increase fixed 
charges in the form of interest expenses because funds will be borrowed 
to assist in financing the transaction; however, Holdings maintains 
that the increase will not impact the provision of transportation 
services to the public. (Id. at 7.) Holdings also asserts that it does 
not expect the transaction to have substantial impacts on employees or 
labor conditions, and it does not anticipate a measurable reduction in 
force or changes in compensation levels or benefits at Badger Coaches. 
(Id. at 7-8.) Holdings submits, however, that staffing redundancies 
could result in limited downsizing of back-office or managerial-level 
personnel. (Id. at 8.)
    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 will be the final Board 
action.
    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 December 24, 2019, unless opposing 
comments are filed by December 23, 2019.
    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: October 31, 2019.

    By the Board, Board Members Begeman, Fuchs, and Oberman.
Regena Smith-Bernard,
Clearance Clerk.
[FR Doc. 2019-24419 Filed 11-7-19; 8:45 am]
 BILLING CODE 4915-01-P