WeDriveU, Inc.-Acquisition of Control-TransAction Corporate Shuttle, Inc., 67990-67991 [2022-24526]

Agencies

• Surface Transportation Board

[Federal Register Volume 87, Number 217 (Thursday, November 10, 2022)]
[Notices]
[Pages 67990-67991]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24526]


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SURFACE TRANSPORTATION BOARD

[Docket No. MCF 21102]


WeDriveU, Inc.--Acquisition of Control--TransAction Corporate 
Shuttle, Inc.

AGENCY: Surface Transportation Board.

ACTION: Notice tentatively approving and authorizing finance 
transaction.

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SUMMARY: On October 13, 2022, WeDriveU, Inc. (WeDriveU or Applicant), a 
noncarrier, filed an application for WeDriveU to acquire direct control 
of an interstate passenger motor carrier, TransAction Corporate 
Shuttle, Inc. (TCS), from its sole shareholder, Cynthia C. Fren[eacute] 
(Seller). The Board is tentatively approving and authorizing this 
transaction. If no opposing comments are timely filed, this notice will 
be the final Board action.

DATES: Comments must be filed by December 26, 2022. If any comments are 
filed, WeDriveU may file a reply by January 9, 2023. If no opposing 
comments are filed by December 26, 2022, this notice shall be effective 
on December 27, 2022.

ADDRESSES: Comments may be filed with the Board either via e-filing on 
the Board's website or mailing to the Board's offices. Comments may be 
e-filed at www.stb.gov/proceedings-actions/e-filing/other-filings/ and 
must reference Docket MCF 21102. Mailed comments may be sent to: 
Surface Transportation Board, 395 E Street SW, Washington, DC 20423-
0001. In addition, one copy of comments must be sent to WeDriveU'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, WeDriveU is a 
California corporation headquartered in Burlingame, Cal. (Appl. 2.) 
WeDriveU is indirectly and wholly owned and controlled by National 
Express Group, PLC (NEG), a publicly held British corporation listed on 
the London Stock Exchange since 1992.\1\ NEG does not have interstate 
carrier authority. (Id.) NEG owns and controls all equity and voting 
interest in the following interstate motor carriers (collectively, the 
Affiliate Regulated Carriers) that hold interstate passenger motor 
carrier authority: \2\
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    \1\ More information about NEG's corporate structure and 
ownership can be found in the application. (See Appl. at 2, 8, Ex. 
B.)
    \2\ Further 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 2-7, Ex. A.)
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     A&S Transportation, Inc., which primarily provides non-
regulated student school bus transportation and occasional charter 
passenger services in Delaware, Florida, Georgia, Indiana, Louisiana, 
and Texas;
     Durham School Services, L.P., which primarily provides 
non-regulated student school bus transportation and occasional charter 
passenger services in 32 states;
     Fox Bus Lines Inc., which does business as Silver Fox 
Coaches and provides airport shuttle services in Massachusetts; 
interstate and intrastate passenger charter services in Massachusetts 
and the surrounding areas, and tour services in and to areas of New 
York City, Boston, and other parts of New England;
     Petermann Ltd., which primarily provides non-regulated 
student school bus transportation and occasional charter passenger 
services in Ohio;
     Petermann STSA, LLC, which primarily provides non-
regulated student school bus transportation and occasional charter 
passenger services in Kansas;
     Quality Bus Service LLC, which primarily provides non-
regulated student school bus transportation and occasional charter 
passenger services in New York's Orange and Ulster counties;
     Transit Express Inc., which provides paratransit services 
in the Milwaukee, Wis., metropolitan area;
     Trinity, Inc., which provides non-regulated student school 
bus transportation and motor coach charter passenger services in 
southeastern Michigan;
     Trinity Student Delivery LLC, which primarily provides 
non-regulated student school bus transportation and occasional charter 
passenger services in the Toledo and Cleveland areas in Ohio;
     WeDriveU America LLC, which provides interstate and 
intrastate passenger charter services in Illinois, Indiana, and 
surrounding states;
     White Plains Bus Company, Inc., which does business as 
Suburban

[[Page 67991]]

Paratransit Services and primarily provides non-regulated student 
school bus transportation, paratransit, and limited charter services in 
Westchester County, N.Y.; and
     Wise Coaches, Inc., which provides intrastate passenger 
charter and shuttle services in Tennessee and interstate passenger 
charter services in Tennessee and surrounding states.
    According to the application, NEG also has operating subsidiaries 
that provide transportation services not involving regulated interstate 
transportation or requiring interstate passenger authority in the 
United States (together with the Affiliate Regulated Carriers, the 
Applicant Subsidiaries). (Id. at 2.)
    The application explains that TCS, the motor carrier being 
acquired, is a Massachusetts corporation that provides fixed-route 
commuter, municipal shuttle bus, and on-demand transportation services 
for employees of businesses and communities in Massachusetts, as well 
as minibus, van, and limousine charter services.\3\ (Id. at 7.) TCS 
utilizes approximately 103 passenger vehicles and employs approximately 
89 drivers. (Id.) TCS holds interstate operating authority under FMCSA 
Docket No. MC-522885 and has a USDOT Safety Rating of ``Satisfactory.'' 
\4\ According to the application, TCS is solely owned by Seller, who 
does not directly or indirectly own or control any other interstate 
passenger motor carrier. (Id.) WeDriveU says that it will acquire all 
issued and outstanding equity stock interest of TCS as a result of this 
transaction, which will place TCS under WeDriveU and NEG's control. 
(Id. at 8.)
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    \3\ WeDriveU states that TCS will convert to an LLC prior to the 
closing of the transaction. (Appl. 1 n.1.)
    \4\ Additional information about TCS, including information 
about operations pursuant to state authority, can be found in the 
application. (See id. at 7.)
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    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 resulting from the proposed transaction, and (3) the interest 
of affected carrier employees. WeDriveU has submitted the information 
required by 49 CFR 1182.2, including information demonstrating 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. 9-13.)
    WeDriveU asserts that the proposed transaction is not expected to 
have a material, detrimental impact on the adequacy of transportation 
services available to the public. (Id. at 9.) WeDriveU states that TCS 
will continue to operate and provide its services under the same name 
used prior to this transaction, but that it will operate within the NEG 
corporate family, which is experienced in passenger transportation 
operations. (Id. at 9-10.) WeDriveU explains that the Affiliate 
Regulated Carriers operate in some of the same market segments already 
served by TCS, so this acquisition 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 to 
ensure the provision of adequate service to the public. (Id. at 10.) 
WeDriveU also asserts that the addition of TCS to the NEG corporate 
family will enhance the viability of the overall NEG organization and 
the Applicant Subsidiaries. (Id.)
    WeDriveU claims that neither competition nor the public interest 
will be adversely affected by this proposed transaction. (See id. at 
11-13.) WeDriveU explains that the market for the transportation 
services provided by TCS is competitive in the area where TCS operates 
due to the significant number of competing local, regional, and 
national charter service providers operating within the same area, 
including A&A Metro Transportation, M & L Transit Systems, Boston 
Coach, Academy Bus, and Local Motion of Boston. (Id. at 12.) In 
addition, WeDriveU notes that TCS competes directly with other types of 
passenger service providers, including scheduled rail and bus 
transportation within the area. (Id.) Finally, WeDriveU states that the 
area in which TCS operates is geographically ``dispersed'' from the 
service areas of the Affiliate Regulated Carriers and that there is 
``very limited overlap'' in the service areas and customer bases among 
the Affiliate Regulated Carriers and TCS. (Id. at 13.)
    WeDriveU 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, but it maintains that the 
increase will not impact the provision of transportation services to 
the public. (Id. at 10-11.) WeDriveU also represents that the 
transaction is not expected 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 employment benefits. (Id. at 
11.) However, WeDriveU acknowledges that staffing redundancies could 
result in limited downsizing of back-office or managerial personnel. 
(Id.)
    Based on WeDriveU'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.
    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 27, 2022, unless opposing 
comments are filed by December 26, 2022. If any comments are filed, 
Applicant may file a reply by January 9, 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: November 4, 2022.

    By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and 
Schultz.
Jeffrey Herzig,
Clearance Clerk.
[FR Doc. 2022-24526 Filed 11-9-22; 8:45 am]
BILLING CODE 4915-01-P