Van Pool Transportation LLC--Acquisition of Control--Salter Transportation, Inc.

Topics:  Salter Transportation, Van Pool Transportation

Jeffrey Herzig
Surface Transportation Board
11 August 2021

[Federal Register Volume 86, Number 152 (Wednesday, August 11, 2021)]
[Notices]
[Pages 44125-44126]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-17132]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21096]


Van Pool Transportation LLC--Acquisition of Control--Salter 
Transportation, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: Van Pool Transportation LLC (Applicant), a Delaware limited 
liability company and a noncarrier, has filed an application for 
authority after-the-fact to acquire control of Salter Transportation, 
Inc. (Salter), from Stephen O. Gadd (Seller). The Board is tentatively 
approving and granting after-the-fact authorization of the transaction, 
and, if no opposing comments are timely filed, this notice will be the 
final Board action.

DATES: Comments may be filed by September 27, 2021. If any comments are 
filed, Applicant may file a reply by October 11, 2021. If no opposing 
comments are filed by September 27, 2021, this notice shall be 
effective on September 28, 2021.

ADDRESSES: Comments may be filed with the Board either via e-filing on 
the Board's website. In addition, one copy of any comments must be sent 
to Applicant's representative: Andrew K. Light, Scopelitis, Garvin, 
Light, Hanson & Feary, P.C., 10 W Market Street, Suite 1400, 
Indianapolis, IN 46204.

FOR FURTHER INFORMATION CONTACT: Amy Ziehm at (202) 245-0391. 
Assistance for the hearing impaired is available through the Federal 
Relay Service at (800) 877-8339.

SUPPLEMENTARY INFORMATION: According to the application,\1\ Applicant 
is a Delaware limited liability company \2\ that, prior to the 
transaction, owned and controlled two other passenger motor carriers--
NRT Bus, Inc. (NRT), and Trombly Motor Coach Service, Inc. 
(Trombly).\3\ (Appl. 2.) Prior to the transaction, Seller held all the 
issued and outstanding equity share of Salter. (Id. at 3.) On June 12, 
2020, Seller transferred all his ownership interest in Salter to 
Applicant.\4\ (Appl. 1, 4.) Salter held, and continues to hold, 
interstate passenger motor carrier authority in the United States 
through the Federal Motor Carrier Safety Administrative (FMCSA). (Id. 
at 4.)
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    \1\ The application initially was filed on May 4, 2021. On June 
3, 2021, the Board issued a decision requiring Applicant to submit 
additional information in support of the application. Applicant 
filed an unverified supplement to its application on June 30, 2021, 
and a verification of that supplement pursuant to 49 CFR 1182.2(c) 
on July 12, 2021. Therefore, for purposes of calculating the 
procedural schedule and statutory deadlines, the filing date of the 
application is July 12, 2021. See 49 CFR 1182.4(a).
    \2\ Further information about Applicant's corporate structure 
and ownership can be found in the Application. (See Appl. 5; id. at 
Ex. B.)
    \3\ See Appl., May 4, 2021 Van Pool Transp. LLC--Acquis. of 
Control--NRT Bus, Inc., MCF 21095 (seeking after-the-fact approval 
of its acquisition of NRT and Trombly).
    \4\ Applicant states it did not seek approval of the transaction 
before it was completed because neither Applicant nor Seller were 
aware that the transaction was subject to the Board's jurisdiction. 
(Appl. 1.) Applicant now requests that the Board approve the 
transaction after-the-fact. (Id.) The Board has permitted parties to 
obtain after-the-fact licensing authority for a transaction when the 
failure to seek approval was without malice and by mistake. See 
Winthrop Sargent--Aquis. of Control--Plymouth & Brockton St. Ry., 
MCF 21089, slip op. at 2 (STB served Jan. 3, 2020) (citing Allied 
Indus. Dev. Corp.--Pet. for Declaratory Order, FD 35477, slip. op. 
at 6 (STB served Sept. 17, 2015), and Gen. Ry.--Exemption for 
Acquis. of R.R. Line--in Osceola & Dickinson Cntys., Iowa, FD 34867, 
slip op. at 5 (STB served June 15, 2007)).
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    Applicant provides the following description of the three carriers:
     Salter primarily provides non-regulated student school bus 
transportation services within the North Shore area of Massachusetts 
and in southern New Hampshire, and it occasionally provides charter 
services when its buses are not in use for school activities. At the 
time of the transaction, Salter utilized a fleet of approximately 120 
passenger vehicles, consisting of school buses and mini-buses, and it 
used approximately 150 drivers. Currently, Salter utilizes a fleet of 
approximately 137 passenger vehicles, consisting of school buses and 
mini-buses, and it uses approximately 103 drivers. (Suppl. Appl. 2.)
     NRT primarily provides non-regulated student school bus 
transportation services in the Commonwealth of Massachusetts--in the 
counties of Essex, Middlesex, Norfolk, Suffolk, and Worcester--and 
occasionally provides charter services when its buses are not in use 
for school activities. At the time of the transaction, it utilized a 
fleet of approximately 1,490 passenger vehicles, consisting of school 
buses, mini-buses, and passenger vans, and it used approximately 1,100 
drivers. It currently utilizes a fleet of approximately 1,490 passenger 
vehicles, consisting of school buses, mini-buses, and vans; and it uses 
approximately 1,221 drivers. (Id. at 3-4.)
     Trombly primarily provides non-regulated student school 
bus transportation services in the Commonwealth of Massachusetts--in 
the counties of Essex and Middlesex--and occasionally provides charter 
services when its buses are not in use for school activities. At the 
time of the transaction, it utilized a fleet of approximately 266 
passenger vehicles, consisting of school buses, mini-buses, and 
passenger vans, and Trombly used approximately 280 drivers. Currently, 
it utilizes a fleet of approximately 266 passenger vehicles, consisting 
of school buses, mini-buses, and vans, and it uses approximately 142 
drivers. (Id. at 4; Appl. 3.) \5\
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    \5\ 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 
supplement to the application. (See Suppl. Appl. 2-6, 9; id. at 
Corr. Ex. A.)

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[[Page 44126]]

    As a result of the transaction, Applicant owned and controlled 100% 
of the equity shares of Salter. (Appl. 4.)
    Applicant claims that the transaction has not had and will not have 
a material, detrimental impact on the adequacy of transportation 
services available to the public. (Id. at 6.) Since the transaction 
closed on June 12, 2020, the services previously provided by Salter, 
NRT, and Trombly to the public have continued to be provided by them. 
(Suppl. Appl. 8.) Applicant represents that there have been no 
reductions in availability or scheduling of the charter services 
provided by Salter, NRT, or Trombly as a result of the transaction. 
(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) total fixed 
charges that result, and (3) the interest of affected carrier 
employees. Applicant has submitted the information required by 49 CFR 
1182.2, including information to demonstrate that the 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. 5.)
    Applicant states that Salter, NRT, and Trombly have continued to 
operate since the transaction. (Suppl. Appl. 8.) Applicant represents 
that the transportation services available to the public have been and 
will be maintained and possibly expanded. (Id.; Appl. 6.) Applicant 
further represents that it is experienced in the same market segments 
served by Salter--non-regulated student home to school transportation--
and, because of Applicant's passenger carrier management capacity, the 
transaction will result in improved operating efficiencies, increased 
equipment utilization rates, and cost savings. (Appl. 6; Suppl. Appl. 
8.) Specifically, the transaction has allowed Salter, NRT, and Trombly 
to take advantage of increased purchasing power for such items as 
equipment, parts, fuel, and insurance. (Suppl. Appl. 8.) Thus, 
Applicant states, the transaction helped strengthen the financial 
position of all three carriers and has helped them effectively compete 
with other carriers in their respective geographic markets with ``good 
equipment and sound safety records.'' (Id.)
    Applicant states that although the transaction increased fixed 
charges, in the form of interest expenses, the increase has not and 
will not impact the provision of transportation services to the public. 
(Appl. 7.)
    Finally, Applicant asserts that the transaction did not have a 
substantial impact on employees or labor conditions because Applicant 
has continued the existing operations of Salter, NRT, and Trombly. 
(Suppl. Appl. 9.) According to Applicant, any reduction in the number 
of drivers used by the passenger motor carriers is the results of 
Salter's, NRT's, and Trombly's inability ``to find, hire and retain 
additional qualified drivers,'' in part due to the COVID-19 pandemic. 
(Id.)
    The Board finds that the acquisition as described in the 
application, as supplemented, is consistent with the public interest 
and should be tentatively approved and authorized after-the-fact. If 
any opposing comments are timely filed, these findings will be deemed 
vacated, and, if a final decision cannot 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 
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 transaction is approved and authorized after-the-fact, 
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 September 28, 2021, unless 
opposing comments are filed by September 27, 2021. If any comments are 
filed, Applicant may file a reply by October 11, 2021.
    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 General Counsel, 1200 New Jersey Avenue SE, Washington, DC 
20590.

    Decided: August 5, 2021.

    By the Board, Board Members Begeman, Fuchs, Oberman, Primus, and 
Schultz.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2021-17132 Filed 8-10-21; 8:45 am]
BILLING CODE 4915-01-P