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Van Pool Transportation LLC--Acquisition of Control--Local Motion, Inc. Publication: Federal Register Agency: Surface Transportation Board Byline: Jeffrey Herzig Date: 10 February 2023 Subjects: American Government  , Buses
Topics: Local Motion of Boston, Van Pool Transportation |
[Federal Register Volume 88, Number 28 (Friday, February 10, 2023)]
[Notices]
[Pages 8984-8986]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-02927]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21104]
Van Pool Transportation LLC--Acquisition of Control--Local
Motion, Inc.
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving and authorizing finance
transaction.
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SUMMARY: On January 13, 2023, Van Pool Transportation LLC (Van Pool or
Applicant), a noncarrier, filed an application for Van Pool to acquire
control of an interstate passenger motor carrier, Local Motion, Inc.
(Local Motion), by acquiring all of the outstanding equity shares of
the shareholders of Local Motion: Bruce E. Barrows, William J.
Carragher, and John R. Eaton (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.
DATES: Comments must be filed by March 27, 2023. If any comments are
filed, Van Pool may file a reply by April 11, 2023. If no opposing
comments are filed by March 27, 2023, this notice shall be effective on
March 28, 2023.
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
Van Pool'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. If you
require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: According to the application, Van Pool is a
limited liability company organized under
[[Page 8985]]
Delaware law and headquartered in Wilbraham, Mass. (Appl. 2.) Van Pool
states that it indirectly owns and controls all of the equity and
voting interest in the following interstate passenger motor carriers
(collectively, the Affiliate Regulated Carriers) that hold interstate
passenger motor carrier authority, (id. at 2-6): \1\
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\1\ 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 id. at 2-6; id. at Ex. A.)
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NRT Bus, Inc., which primarily provides non-regulated
student school bus transportation services in Massachusetts (Essex,
Middlesex, Norfolk, Suffolk, and Worcester counties), and occasional
charter services;
Trombly Motor Coach Service, Inc., which primarily
provides non-regulated school bus transportation services in
Massachusetts (Essex and Middlesex counties), and occasional charter
services;
Salter Transportation, Inc., which primarily provides non-
regulated school bus transportation services in Massachusetts (Essex
County) and southern New Hampshire, and occasional charter services;
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;
F.M. Kuzmeskus, Inc., which provides (i) non-regulated
school bus transportation services in western Massachusetts and
southern Vermont, (ii) intrastate and interstate motor coach and
limousine charter services, and (iii) limited intrastate and interstate
charter services;
Alltown Bus Service, Inc., which primarily provides non-
regulated school bus transportation services in the metropolitan area
of Chicago, Ill., and occasional charter services; and
DS Bus Lines, Inc., which primarily provides non-regulated
school bus transportation services 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), and intrastate employee shuttle services
in Colorado and Texas.
According to the application, Van Pool also has operating
subsidiaries that provide transportation services that do not involve
regulated interstate transportation or require interstate passenger
authority (together with the Affiliate Regulated Carriers, the
Applicant Subsidiaries), primarily in the northeastern portion of the
United States. (Appl. 2-3; id. at Ex. B.) Van Pool states that it is
indirectly owned and controlled by investment funds affiliated with
Audax Management Company, LLC, a Delaware limited liability company.
(Id. at 8.) \2\
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\2\ Further information about the Applicant's corporate
structure and ownership can be found in the application. (See Appl.
8; id. at Ex. B.)
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The application explains that Local Motion, the carrier being
acquired, is a Massachusetts corporation that provides the following
services: (i) non-regulated school bus transportation services under
contracts with schools in the metropolitan area of Boston, Mass.
(Greater Boston); (ii) motor coach and mini-bus charter services to the
traveling public in Greater Boston; (iii) contract shuttle services for
employers and colleges in Greater Boston; and (iv) transportation
services for students attending summer camps, all originating in
Greater Boston. (Id. at 6-7.) The application states that, in providing
its services, Local Motion utilizes approximately 20 motor coaches, 130
school buses, 10 mini-buses, and 12 vans, and approximately 185
drivers. (Id. at 7.) The application further states that Local Motion
holds interstate carrier operating authority under FMCSA Docket No. MC-
338541 and has a safety rating of ``Satisfactory.'' (Id. at 6.)
According to the application, all the Sellers are individuals domiciled
in Massachusetts, none of the Sellers is a carrier, and none of the
Sellers has control of any federally regulated passenger motor carrier
other than Local Motion. (Id.) Van Pool represents that, through this
transaction, it will acquire all the outstanding equity shares from
Sellers, the effect of which will be to place Local Motion under the
control of Van Pool. (Id. at 1, 8.)
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. Van Pool 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 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. 9-14.)
Van Pool asserts that the proposed transaction will not have a
material, detrimental impact on the adequacy of transportation services
available to the public. (Id. at 10.) Van Pool states that Local Motion
will continue to provide the same services it currently provides under
the same name, but will operate as a subsidiary of Van Pool, which is
experienced in passenger transportation operations. (Id.) Van Pool
explains that it is experienced in the same market segments served by
Local Motion (school bus transportation, private charter
transportation, employer and college shuttle services, and summer camp
transportation), and that the transaction is expected to result in
improved operating efficiencies, increased equipment utilization rates,
and cost savings derived from economies of scale, all of which will
help ensure the provision of adequate service to the public. (Id.) Van
Pool also asserts that adding Local Motion to its corporate family will
enhance the viability of Van Pool's organization and the Applicant
Subsidiaries. (Id.)
Van Pool claims that neither competition nor the public interest
will be adversely affected by the proposed transaction. (Id. at 11-14.)
Van Pool explains that the school bus transportation market is very
competitive in eastern Massachusetts, and there are a large number of
school bus service providers in that market area. (Id. at 13 (listing
multiple competitors).) As to charter services, Van Pool states that
there are a number of passenger transportation arrangers or brokers for
charter services that operate and serve Greater Boston, including
Academy Bus Charter, Cavalier Coach, Bloom Bus, and Paul Revere Bus.
(Id.) Van Pool notes that all charter service providers, including
Local Motion, also compete with other modes of passenger
transportation, including rail, low-cost airlines, and passenger
transportation network companies. (Id.) In addition, Van Pool explains
that Local Motion competes with a number of providers of employer and
college shuttle services in Greater Boston, and competes with many of
the school bus service providers and charter service providers in
providing transportation services for summer camps. (Id.) Van Pool also
notes that the Local Motion service areas are
[[Page 8986]]
generally geographically ``dispersed'' from the service areas of the
Affiliate Regulated Carriers in regard to their respective service
offerings, and states that there is virtually no overlap in the service
areas and/or customer bases among the Affiliate Regulated Carriers and
Local Motion. (Id.)
Van Pool 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, Van Pool maintains
that the increase will not impact the provision of transportation
services to the public. (Id. at 11.) Van Pool 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 Local Motion.
(Id.) Van Pool submits, however, that staffing redundancies could
result in limited downsizing of back-office and/or managerial-level
personnel. (Id.)
Based on Van Pool's representations, 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 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
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 March 28, 2023, unless opposing
comments are filed by March 27, 2023. If any comments are filed,
Applicant may file a reply by April 11, 2023.
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: February 7, 2023.
By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and
Schultz.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2023-02927 Filed 2-9-23; 8:45 am]
BILLING CODE 4915-01-P