Southfield Coinvest Holdings, LLC; Southfield Hallcon Investment Corp. and Hallcon Crew Transport Inc., et al.-Acquisition of Control-Renzenberger, Inc., 19069-19070 [2013-07309]

Agencies

• Surface Transportation Board
• DEPARTMENT OF TRANSPORTATION

[Federal Register Volume 78, Number 60 (Thursday, March 28, 2013)]
[Notices]
[Pages 19069-19070]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-07309]


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DEPARTMENT OF TRANSPORTATION

Surface Transportation Board

[Docket No. MCF 21052]


Southfield Coinvest Holdings, LLC; Southfield Hallcon Investment 
Corp. and Hallcon Crew Transport Inc., et al.--Acquisition of Control--
Renzenberger, Inc.

AGENCY: Surface Transportation Board, DOT.

ACTION: Notice Tentatively Approving and Authorizing Transaction.

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SUMMARY: Southfield Coinvest Holdings, LLC (Southfield), Southfield 
Hallcon Investment Corp. (SHIC), Hallcon Holding Corp. (HHC), Hallcon 
Corp. (HC), Hallcon Crew Transport Inc. (Hallcon Canada), and Hallcon 
Crew Transport Inc. (Hallcon U.S.) (collectively, Applicants) have 
filed an application under 49 U.S.C. 14303 for their acquisition of 
control of Renzenberger, Inc. (Renzenberger). 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 under 49 CFR 
1182.5 and 1182.8.

DATES: Comments must be filed by May 13, 2013. Applicants may file a 
reply by May 28, 2013. If no comments are filed by May 13, 2013, this 
notice shall be effective on May 14, 2013.

ADDRESSES: Send an original and 10 copies of any comments referring to 
Docket No. MCF 21052 to: Surface Transportation Board, 395 E Street 
SW., Washington, DC 20423-0001. In addition, send one copy of comments 
to Applicants' representative: David H. Coburn, Steptoe & Johnson LLP, 
1330 Connecticut Ave. NW., Washington, DC 20036.

FOR FURTHER INFORMATION CONTACT: Amy C. Ziehm, (202) 245-0391. Federal 
Information Relay Service (FIRS) for the hearing impaired: 1-800-877-
8339.

SUPPLEMENTARY INFORMATION: Southfield is a noncarrier private 
investment firm incorporated under Delaware law and headquartered in 
Greenwich, Conn. Southfield owns several entities that are not carriers 
in the United States, as well as Hallcon U.S., a federally authorized 
motor carrier that it owns indirectly. Southfield is the majority 
shareholder of SHIC, which is incorporated under Canadian law and 
headquartered at the same location as Southfield. SHIC is the majority 
shareholder of HHC stock, which is a noncarrier holding company 
incorporated under Canadian law. HHC directly owns 100% of HC. HC is 
incorporated under Canadian law and headquartered in Toronto, Ont., 
Can. HC is a noncarrier that provides facility and transit cleaning 
services to the Canadian railway and transit industries. HC directly 
owns 100% of Hallcon Canada, which is incorporated under Canadian law 
and headquartered in Toronto, Ont., Can. Hallcon Canada is a motor 
carrier of passengers providing crew transport services to the Canadian 
railway and transit industries. Hallcon Canada operates only in Canada.
    Hallcon U.S. is wholly and directly owned by Hallcon Canada. 
Hallcon U.S. is incorporated under the laws of Delaware and 
headquartered in Toronto, Ont., Can. Hallcon U.S. is a federally 
registered motor carrier of passengers in the United States, providing 
crew transport services to freight railroads across the United States 
pursuant to contracts with the railroads. Hallcon U.S. provides this 
transportation on both an interstate and intrastate basis, operating 
over 50 vehicles and employing over 150 drivers in the United 
States.\1\ Hallcon U.S. holds interstate authority issued by the 
Federal Motor Carrier Safety Administration (FMCSA) in Docket No. MC-
474586, and operates under U.S. Department of Transportation (USDOT) 
Number 1188236.
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    \1\ Hallcon U.S. holds intrastate authority issued by the 
following states: Pennsylvania, Iowa, Missouri, Indiana, Arkansas, 
Louisiana, Alabama, and Kentucky.
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    Renzenberger is a Kansas corporation and is a subsidiary of 
Peterson Manufacturing Company (Peterson), which is headquartered in 
Missouri. Peterson is a noncarrier corporation engaged in the 
manufacture of vehicle safety lighting, mirrors, reflectors, antennas, 
and related products. Renzenberger is a federally authorized motor 
carrier of passengers that provides rail crew transportation services 
in over 20 states within the United States.\2\ These transportation 
services are provided primarily under contracts with railroads. 
Renzenberger operates over 1,200 vehicles and employs over 2,500 
drivers. Renzenberger holds interstate operating authority issued by 
the FMCSA in Docket No. MC-170517, and operates under USDOT Number 
210768.
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    \2\ Renzenberger holds intrastate authority issued by the 
following states: Arkansas, California, Colorado, Delaware, Indiana, 
Iowa, Kansas, Louisiana, Maryland, Michigan, Missouri, Nebraska, 
Nevada, New Mexico, Oklahoma, Texas, and Wyoming.
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    Under the proposed transaction, Hallcon U.S. would create a 
subsidiary corporation, Hallcon Acquisition Subsidiary, for purposes of 
purchasing the stock of Renzenberger. After Hallcon Acquisition 
Subsidiary purchases the stock of Renzenberger, it would be merged into 
Renzenberger. Renzenberger would be the surviving corporation and it 
would be directly and wholly owned by Hallcon U.S. and indirectly 
controlled by Hallcon U.S.'s ultimate controlling shareholder, 
Southfield. Following the transaction, Renzenberger would continue to 
operate as an independent company, conducting the same operations it 
currently conducts pursuant to the operating authority it currently 
possesses. The proposed transaction would result in a change of 
Renzenberger's ownership, but would not change the nature or scope of 
Renzenberger's operations or transfer any of its operating authorities.
    Under 49 U.S.C. 14303(b), the Board must approve and authorize a 
motor carrier of passengers transaction it finds consistent with the 
public interest, taking into consideration at least: (1) The effect of 
the transaction on the adequacy of transportation to the public; (2) 
the total fixed charges that result; and (3) the interest of affected 
carrier employees. Applicants have submitted information, as required 
by 49 CFR 1182.2, including the information to demonstrate that the 
proposed transaction is consistent with the public interest under 49 
U.S.C. 14303(b), and a statement that the 12-month aggregate gross 
operating revenues of the carriers involved in the transaction have 
exceeded $2 million.
    Applicants state that the proposed transaction will have no 
significant impact on the adequacy of transportation services available 
to the public, because Applicants do not intend to change substantially 
the physical operations historically conducted by Renzenberger or 
Hallcon U.S. Rather, Applicants maintain that the transaction would 
improve efficiency and lower the costs of

[[Page 19070]]

Renzenberger's operations. Specifically, to accommodate expected growth 
in customer demand, Applicants state that they anticipate leveraging 
each company's senior and field level managers, thereby reducing the 
need to invest more in personnel in the near term. Applicants state 
that Hallcon U.S. would enter into vehicle sharing arrangements with 
Renzenberger to ensure maximum utilization and operational efficiency 
of equipment. According to the Applicants, the reduced costs associated 
with these efficiencies would put Renzenberger in a better position to 
invest in the equipment necessary to maintain the services it provides.
    Applicants further note that the acquisition would have no adverse 
impact on competition, because Hallcon U.S. and Renzenberger have 
historically focused their services on different customers. Applicants 
state that both entities will continue to face competition or potential 
competition from other rail crew and passenger carriers such as 
Professional Transportation, Inc. and Railcrew Xpress. With respect to 
fixed charges, Applicants state that while Hallcon U.S.'s overall debt 
and interest payments may increase as a result of its acquisition of 
Renzenberger's stock, the transaction would not have an adverse impact 
on the ability of Renzenberger and Hallcon U.S. to meet their debt and 
interest obligations, while continuing to offer service to the public. 
Applicants also state that the proposed transaction would not have a 
significant adverse impact on carrier employees, as Hallcon U.S. and 
Renzenberger plan to continue to employ nearly all of their current 
employees after the proposed transaction is completed.
    On the basis of the application, the Board finds that the proposed 
acquisition of control is consistent with the public interest and 
should be tentatively approved and authorized. The Board notes that the 
motor carrier passenger sector is competitive and has low barriers to 
entry. If any opposing comments are timely filed, this finding will be 
vacated automatically, 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.
    The application and Board decisions and notices are available on 
our Web site at ``WWW.STB.DOT.GOV.''
    This decision will not significantly affect either the quality of 
the human environment or the conservation of energy resources.
    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 May 14, 2013, unless opposing 
comments are timely filed by May 13, 2013.
    4. A copy of this decision will be served on: (1) 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.

    By the Board, Chairman Elliott, Vice Chairman Begeman, and 
Commissioner Mulvey.

    Decided: March 22, 2013.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2013-07309 Filed 03-28-13; 8:45 am]
BILLING CODE 4915-01-P