Notice2023-17791
Terry W. Fischer & TKRG Holdings Inc.-Acquisition of Control-Royal Coach Tours
Primary source
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Published
August 18, 2023
Issuing agencies
Surface Transportation Board
Abstract
On July 21, 2023, Terry W. Fischer (Fischer) and TKRG Holdings Inc. (TKRG) (collectively, Applicants) filed an application to acquire from Daniel K. Smith and Sandra S. Allen (Individual Sellers) and New Holdco, a to-be-formed California corporation, control of all the outstanding equity interests of Royal Coach Tours (Royal), a passenger motor carrier. 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.
Full Text
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<title>Federal Register, Volume 88 Issue 159 (Friday, August 18, 2023)</title>
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[Federal Register Volume 88, Number 159 (Friday, August 18, 2023)]
[Notices]
[Pages 56686-56687]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-17791]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21109]
Terry W. Fischer & TKRG Holdings Inc.--Acquisition of Control--
Royal Coach Tours
AGENCY: Surface Transportation Board.
ACTION: Notice tentatively approving and authorizing finance
transaction.
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SUMMARY: On July 21, 2023, Terry W. Fischer (Fischer) and TKRG Holdings
Inc. (TKRG) (collectively, Applicants) filed an application to acquire
from Daniel K. Smith and Sandra S. Allen (Individual Sellers) and New
Holdco, a to-be-formed California corporation, control of all the
outstanding equity interests of Royal Coach Tours (Royal), a passenger
motor carrier. 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 may be filed by October 2, 2023. If any comments are
filed, Applicants may file a reply by October 17, 2023. If no opposing
comments are filed by October 2, 2023, this notice will be final on
October 3, 2023.
ADDRESSES: Comments may be filed with the Board either via e-filing on
the Board's website or mailing to the Board's offices and must
reference Docket No. MCF 21109. Comments may be filed at <a href="http://www.stb.gov/proceedings-actions/e-filing/other-filings/">www.stb.gov/proceedings-actions/e-filing/other-filings/</a>. 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
Applicants' representative: Andrew K. Light, Scopelitis, Garvin, Light,
Hanson & Feary, P.C., 10 W Market Street, Suite 1400, Indianapolis, IN
46204.
FOR FURTHER INFORMATION CONTACT: Amanda Gorski at (202) 245-0291. If
you require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: According to the application, Fischer is an
individual resident of the state of California and directly owns and
controls all of the equity and voting interest of Transportation
Charter Services, Inc. (TCS). (Appl. 2.) TKRG is a Delaware limited
liability company, headquartered in California, and indirectly
controlled by Fischer. (Id.) Applicants state that neither applicant is
a federally regulated passenger motor carrier, and other than Fischer,
none of the entities or persons having direct or indirect interests in
TKRG control any federally regulated interstate passenger motor
carrier.\1\ (Id. at 2-3.)
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\1\ According to the application, as of the closing of the
transaction, the outstanding shares of TKRG will be held by RCTB,
LLC (RCTB), a Delaware limited liability company; the outstanding
membership interests in RCTB will be held by TFKF 50 Holdings LLC
(TFKF) (67.5%), Blue Fin Equity Partners LLP (Blue Fin) (22.5%), and
GHSG, LLC (GHSG) (10%); the outstanding membership interests in TFKF
will be held by Fischer (51%) and Fischer's brother, Kevin Fischer
(49%); the partnership interests in Blue Fin will be controlled by
Remi Poissant and Jane Poissant; and the membership interest in GHSG
will be owned and controlled by Greg Gallup, an individual and
current management employee of Royal. (Appl. 2; id. at Ex. C (chart
of the organizational structure of the Royal Coach Tours, post-
transaction).)
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TCS is an interstate passenger motor carrier that holds interstate
carrier operating authority under FMCSA Docket No. MC-229775 and a
USDOT safety rating of ``Satisfactory.'' (Id. at 2; id. at Ex. B.) TCS
provides charter bus services in Southern California for third-party
tour operators, private party charters, and school groups. (Id. at 3.)
TCS also provides motor coach transportation services, primarily
focused on charter bus services for third-party tour operators and
private group outings, in the Canadian Rockies Area of Alberta, Canada.
(Id.) In addition, TCS provides limited contractual employee shuttle
service employees at the San Diego International Airport during on-
going construction projects. (Id.)
Individual Sellers are current shareholders of Royal and are
noncarriers that do not control any federally regulated passenger motor
carrier other than Royal. (Id. at 4.) Immediately prior to the sale of
Royal, Individual Sellers will effect a reorganization of Royal such
that Royal will become a California limited liability company wholly
owned by New Holdco, a to-be-formed corporation, which will be wholly
owned by Individual Sellers. (Id. at 4.)
Royal is a California corporation, headquartered in California,
that holds interstate carrier operating authority under FMCSA Docket
No. MC-142846 and a USDOT safety rating of ``Satisfactory,'' as well as
intrastate charter-party operating authority issued by the California
Public Utilities Commission and intrastate charter bus authority issued
by the Nevada Transportation Authority. (Id.) Royal provides motor
coach charter transportation services from its terminal facilities
located in San Jose, Cal. (Bay Area), Las Vegas, Nev., and Phoenix,
Ariz. (Id. at 4-5.) Royal also provides a limited amount of intrastate
employee commuter shuttle services for employers in the Bay Area. (Id.
at 5.) In providing these services, Royal utilizes approximately 73
motor coaches and 1 minibus, and approximately 115 drivers. (Id.)
Applicants state that these services do not overlap with the geographic
area of service offerings of TCS. (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 that result, and (3) the interest of affected carrier
employees. Applicants have 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 TCS
and Royal exceeded $2 million during the 12-month period immediately
preceding the filing of the application, see 49 CFR 1182.2(a)(5).
Applicants state that the transaction is not expected to have a
material, detrimental impact on the adequacy of transportation services
available for the public, as the services Royal currently provides will
continue to be provided
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by Royal under the same name and from the same locations as prior to
the transaction. (Id. at 7.) Further, Applicants assert that bringing
Royal under the control of Fischer, who is experienced in the same
market segments served by Royal (i.e., private charter transportation
and employee shuttle operations), will result in improved operating
efficiencies, increased equipment utilization rates, and cost savings
derived from economies of scale, which will help ensure the provision
of adequate service to the public. (Id.) Applicants state that the
transaction will increase fixed charges in the form of interest expense
because funds will be borrowed by TKRG to assist in the funding of the
transaction but that such an increase will not impact the provision of
transportation to the public. (Id.) Applicants further state that they
intend to continue existing operations of Royal and as such, the
transaction will not materially impact employees or labor conditions.
(Id. at 8.) Applicants assert that that neither competition nor the
public interest will be adversely affected by the proposed transaction,
as Royal's operations consist primarily of charter bus transportation,
as well as limited employee commuter services, which are markets that
are very competitive in the geographic areas served by Royal. (Id. at
9.) Applicants note that all charter service providers, including
Royal, compete with other modes of passenger transportation. (Id. at
10.) Lastly, Applicants state the Royal's services are geographically
dispersed from the service areas of TCS. (Id.)
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,\2\
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.
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\2\ Persons wishing to oppose the application must follow the
rules at 49 CFR 1182.5 and 1182.8.
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This action is categorically excluded from environmental review
under 49 CFR 1105.6(c).
Board decisions and notices are available at <a href="http://www.stb.gov">www.stb.gov</a>.
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 October 3, 2023, unless opposing
comments are filed by October 2, 2023. If any comments are filed,
Applicants may file a reply by October 17, 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: August 12, 2023.
By the Board, Board Members Fuchs, Hedlund, Oberman, Primus, and
Schultz.
Raina White,
Clearance Clerk.
[FR Doc. 2023-17791 Filed 8-17-23; 8:45 am]
BILLING CODE 4915-01-P
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</html>Indexed from Federal Register on August 18, 2023.
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