2024-26678. Traxx Coachlines Ltd., Quick Coachlines Ltd., and Vancouver Tours & Transit Ltd. C/B/A Charter Bus Lines of British Columbia-Amalgamation of Three Companies Into One Under the Name Traxx Coachlines Ltd.

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Surface Transportation Board

1. [Docket No. MCF 21125]

AGENCY:

Surface Transportation Board.

ACTION:

Notice tentatively approving and authorizing finance transaction.

SUMMARY:

On October 18, 2024, interstate passenger motor carrier Traxx ( print page 90342) Coachlines Ltd. (TCL) filed an application for Board approval to amalgamate (merge) its assets and operations with those of Quick Coachlines Ltd. (QCL) and Vancouver Tours & Transit Ltd. c/b/a Charter Bus Lines of British Columbia (VTT) (collectively, Applicants). Traxx Holdings Inc. (Traxx) currently owns 100% of the interest in TCL, QCL, and VTT, and Monarch Ventures Inc. (Monarch) currently owns 100% of Traxx. Upon completion of the proposed transaction, TCL, QCL, and VTT would merge into one entity—TCL—which would be 100% owned by Traxx. Monarch would continue to control Traxx. The Board is tentatively approving and authorizing the transaction. If no opposing comments are timely filed, this notice will be the final Board action.

DATES:

Comments must be filed by December 30, 2024. If any comments are filed, Applicants may file a reply by January 14, 2025. If no opposing comments are filed by December 30, 2024, this notice shall be effective on December 31, 2024.

ADDRESSES:

Comments, referring to Docket No. MCF 21125, may be filed with the Board either via e-filing on the Board's website or in writing addressed to: Surface Transportation Board, 395 E Street SW, Washington, DC 20423-0001. In addition, send one copy of comments to Applicants' representative: Stephen P. Flott, Esq., Flott & Co. PC, 2200 Wilson Boulevard, Suite 320, Arlington, VA 22201.

FOR FURTHER INFORMATION CONTACT:

Jonathon Binet at [phone]. If you require an accommodation under the Americans with Disabilities Act, please call [phone].

SUPPLEMENTARY INFORMATION:

According to the application, which was filed under 49 U.S.C. 14303(a)(1), TCL provides a broad range of charter, transit, and tourism-related services across western Canada. (Appl. 2.) The application further states that QCL specializes in cross-border transportation, primarily providing scheduled service on routes between Vancouver, British Columbia, the lower mainland of British Columbia, and Sea-Tac Airport in Seattle, Wash. ( Id. at 2-3.) Applicants note that QCL's services cater primarily to tourists and business travelers. ( Id. at 3.) According to the application, VTT focuses on tourism services, providing sightseeing tours and charter services around Vancouver, British Columbia, and offering tourist destinations in the western United States. ( Id. ) Applicants assert that Traxx owns 100% of TCL, QCL, and VTT,^[1] and that, while each entity has maintained its unique branding, all operational management has been consolidated under Traxx, which, according to Applicants, has facilitated streamlined and consistent services across these entities. ( Id. at 2.) ^[2]

The application states that, except for TCL, QCL, and VTT, there are no other affiliated carriers involved in the application. ( Id. at 4.) The application further explains that Applicants have entered into an amalgamation agreement (the Amalgamation Agreement) whereby TCL, QCL, and VTT will merge into one entity (including all assets, vehicles, and business operations) and operate under the existing brand, TCL. ( Id. at 3.) According to Applicants, the Amalgamation Agreement is scheduled to close no earlier than November 1, 2024, but in any event not before Board approval of this application. ( Id.) Further, Applicants state that the goal of the proposed transaction is to enhance brand strength and simplify administrative processes while having minimal changes to the day-to-day operations of the applicable carriers. ( 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) the total fixed charges resulting from the proposed transaction, and (3) the interest of affected carrier employees. Applicants have 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), see49 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, see49 CFR 1182.2(a)(5).

Applicants assert that granting the application would have no adverse impact on the adequacy of transportation services available for the public. (Appl. 4.) According to Applicants, the proposed transaction involves the combination of three businesses owned and operated by Traxx. ( Id.) Applicants state that TCL intends to continue the operations of the carriers essentially as they are now being conducted and that the public would not be affected by the transaction other than by a change in name for the applicable entities. ( Id.)

Applicants further state that this transaction would have no effect on total fixed charges, and that no carrier employees would be adversely affected by the contemplated transaction as there would be no change in the carriers' day-to-day operations. ( Id. at 4-5.)

Based on Applicants' representations, the Board finds that the merger as proposed in the application is consistent with the public interest. The application will 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. See49 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 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 December 31, 2024, unless opposing comments are filed by December 30, 2024. If any comments are filed, Applicants may file a reply by January 14, 2025.

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 12, 2024.

( print page 90343)

By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.

Stefan Rice,

Clearance Clerk.

Footnotes

1.  Further information about TCL, QCL, and VTT, including U.S. Department of Transportation (USDOT) numbers, motor carrier numbers, and USDOT safety fitness ratings, can be found in the application. ( See Appl., Exs. B, C, & D.)

2.  More information about Applicants' corporate structure and ownership can be found in the application. ( See Appl. 1; see also id., Ex. A.)