National Express Transit Corporation--Acquisition of Control--Fox Bus Lines, Inc.

Topics:  National Express, Fox Bus Lines

Regena Smith-Bernard
National Highway Traffic Safety Administration
27 September 2019

[Federal Register Volume 84, Number 188 (Friday, September 27, 2019)]
[Notices]
[Pages 51220-51222]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-21007]


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SURFACE TRANSPORTATION BOARD


National Express Transit Corporation--Acquisition of Control--Fox 
Bus Lines, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice Tentatively Approving and Authorizing Finance 
Transaction.

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SUMMARY: On August 30, 2019, National Express Transit Corporation 
(National Express), an intrastate passenger motor carrier, filed an 
application for National Express to acquire control of Fox Bus

[[Page 51221]]

Lines, Inc. (Fox), an interstate passenger motor carrier, from Fox's 
shareholders, Brian A. Fox, Stephen J. Fox, Catherine Fox, and William 
L. Fox, Jr. (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.

DATES: Comments may be filed by November 12, 2019. If any comments are 
filed, National Express may file a reply by November 26, 2019. If no 
opposing comments are filed by November 12, 2019, this notice shall be 
effective on November 13, 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: Jonathon Binet at (202) 245-0368. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: According to the application, National 
Express is a motor carrier incorporated under the laws of Delaware, and 
it primarily provides intrastate passenger transportation services and 
utilizes approximately 1,158 passenger-carrying vehicles and 1,609 
drivers. (Appl. 1-2.) National Express represents that it does not have 
interstate carrier authority, but it owns and controls two passenger 
motor carrier subsidiaries that hold interstate carrier authority: 
Aristocrat Limousine and Bus, Inc. (Aristocrat), and Trans Express, 
Inc. (Trans Express). (Id. at 2.)
    National Express states that it is indirectly wholly owned and 
controlled by a publicly-held British corporation, National Express 
Group, PLC (Express Group). (Id.) National Express further states that 
Express Group also indirectly wholly owns and controls the following 
passenger motor carriers that hold interstate carrier authority in the 
United States (collectively, National Express Affiliated Carriers). 
(Id. at 2-8.) \1\
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    \1\ Additional information about these motor carriers, along 
with Fox, including U.S. Department of Transportation (USDOT) 
numbers, motor carrier numbers, and USDOT safety ratings can be 
found in the application. (See Appl. 2-9 & sched. A.)
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     Aristocrat (the National Express subsidiary), which 
provides public passenger charter services in New Jersey, New York, and 
Pennsylvania, and intrastate passenger charter services in New Jersey;
     Beck Bus Transportation Corp., which primarily provides 
student school bus transportation services in Illinois, and charter 
passenger services to the public;
     Chicagoland Coach Lines LLC, which provides charter 
passenger services in the Chicago, Ill. area;
     Durham School Services, L.P., which primarily provides 
student school bus transportation services in several states, and 
charter passenger services to the public;
     New Dawn Transit LLC, which primarily provides non-
regulated school bus transportation services in New York, and charter 
passenger services to the public;
     Petermann Ltd., which primarily provides non-regulated 
school bus transportation services in Ohio, and charter passenger 
services to the public;
     Petermann Northeast LLC, which primarily provides non-
regulated school bus transportation services primarily in Ohio and 
Pennsylvania, and charter passenger services to the public;
     Petermann STSA, LLC, which primarily provides non-
regulated school bus transportation services in Kansas, and charter 
passenger services to the public;
     Quality Bus Service LLC, which primarily provides non-
regulated school bus transportation services in New York, and charter 
passenger services to the public;
     Queen City Transportation, LLC, which primarily provides 
non-regulated school bus transportation services in Ohio, and charter 
passenger services to the public;
     Free Enterprise System/Royal LLC, which provides 
interstate and intrastate passenger transportation services in Illinois 
and Indiana, and surrounding states, and corporate and university 
shuttle services for employees and students in the Chicago area;
     Trans Express (the National Express subsidiary), which 
provides interstate and intrastate passenger transportation services in 
New York;
     Trinity, Inc., which provides non-regulated school bus 
transportation services in southeastern Michigan, and charter service 
to the public;
     Trinity Student Delivery LLC, which provides non-regulated 
school bus transportation services in northern Ohio, and passenger 
charter services to the public;
     White Plains Bus Company, Inc., d/b/a Suburban Paratransit 
Service, which primarily provides non-regulated school bus 
transportation services in New York, paratransit services, and charter 
service to the public; and
     Wise Coaches, Inc., which provides interstate passenger 
charter services in Tennessee and its surrounding states, and 
intrastate passenger charter and shuttle services in Tennessee.\2\
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    \2\ In prior applications filed with the Board, National Express 
included two additional affiliated carriers: MV Student 
Transportation, Inc. (MV Student), and Petermann Southwest LLC 
(Petermann Southwest). By letter filed September 23, 2019, National 
Express explained that MV Student and Petermann Southwest were no 
longer listed as affiliated carriers because, prior to filing the 
current application, both entities had ceased operating and 
voluntarily revoked their USDOT numbers and interstate passenger 
operating authorities.
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    National Express states that Fox is a Massachusetts corporation, 
doing business as Silver Fox Coaches, that holds interstate carrier 
operating authority. (Id. at 8-9.) According to National Express, Fox 
operates as a motor carrier providing charter and tour motor coach 
services in the areas of Boston, Springfield, and Worcester, Mass; 
Providence, R.I.; and Manchester/Nashua, N.H., and the surrounding New 
England area (the Service Area); tour services in and to New York City; 
and shuttle services on behalf of Massport Shuttle, at Framington, 
Mass., to and from Boston Logan International Airport. (Id. at 8, 12.) 
National Express further states that Fox utilizes approximately 30 
passenger vehicles and 51 drivers. (Id. at 9.)
    According to the application, Sellers collectively own all the 
outstanding equity shares of Fox. (Id. at 8.) National Express states 
that none of the Sellers have any direct or indirect ownership interest 
in any interstate passenger motor carrier other than Fox. (Id.)
    National Express represents that, through this transaction, it will 
acquire all the outstanding equity shares of Fox, which will place Fox 
under its control. (Id. at 9.)
    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. National Express 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 
National Express, the National

[[Page 51222]]

Express Affiliated Carriers, and Fox exceeded $2 million during the 12-
month period immediately preceding the filing of the application, see 
49 CFR 1182.2(a)(5).
    National Express asserts that the proposed transaction is not 
expected to have a material, detrimental impact on the adequacy of 
transportation services available to the public in the Service Area. 
(Appl. 10.) National Express states that it anticipates that services 
available to the public will be improved as operating efficiencies are 
realized and additional services and capacity are made available. (Id.) 
National Express further states that, for the foreseeable future, Fox 
will continue to provide the services it currently provides under the 
same name but will operate within the National Express corporate 
family, which is experienced in passenger transportation operations. 
(Id.) According to National Express, Fox is experienced in some of the 
same market segments already served by some of the National Express 
Affiliated Carriers, and the transaction is expected to result in 
improved operating efficiencies, increased equipment utilization rates, 
and cost savings derived from economies of scale, which will help 
ensure the provision of adequate service to the public. (Id. at 10-11.) 
National Express also asserts that adding Fox to National Express' 
corporate family will enhance the viability of the overall National 
Express organization and the operations of the National Express 
Affiliated Carriers. (Id. at 11.)
    National Express claims that neither competition nor the public 
interest will be adversely affected by the proposed transaction. (Id. 
at 13.) National Express states that the population and demand for 
charter and tour services in the Service Area are expected to continue 
to increase in the foreseeable future, and that Fox competes directly 
with other passenger charter and tour service providers in 
Massachusetts, Rhode Island, and New Hampshire. (Id. at 12-13.) 
According to National Express, a number of passenger transportation 
arrangers or brokers for charter and tour services operate within the 
Service Area, and passenger motor coach charter providers also compete 
with scheduled rail transportation and a number of scheduled airlines 
within the Service Area. (Id. at 13.) With regard to interstate charter 
and tour service offerings, National Express also states that the 
Service Area is geographically dispersed from the service areas of the 
National Express Affiliated Carriers, and there is very limited overlap 
in the service areas and customer bases among the National Express 
Affiliated Carriers and Fox. (Id.)
    National Express states that fixed charges are not contemplated to 
have a material impact on the proposed transaction. (Id. at 11.) 
Regarding the interests of employees, National Express claims that the 
transaction is not expected to have substantial impacts on employees or 
labor conditions, nor does National Express anticipate a measurable 
reduction in force or changes in compensation levels and/or benefits. 
(Id.) National Express submits, however, that staffing redundancies 
could result in limited downsizing of back-office or managerial-level 
personnel. (Id.)
    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(c). 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.
    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 November 13, 2019, unless opposing 
comments are filed by November 12, 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: September 23, 2019.

    By the Board, Board Members Begeman, Fuchs, and Oberman.
Regena Smith-Bernard,
Clearance Clerk.
[FR Doc. 2019-21007 Filed 9-26-19; 8:45 am]
 BILLING CODE 4915-01-P