Notice2024-15874
Essex Equity Partners MJT, LLC, Lawrence Boyce, and Terry Stapp-Acquisition of Control-Xplore KY LLC and MJT Nashville LLC
Primary source
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Published
July 19, 2024
Effective
September 4, 2024
Issuing agencies
Surface Transportation Board
Abstract
On June 20, 2024, Essex Equity Partners MJT, LLC (Essex MJT), Lawrence Boyce (Boyce), and Terry Stapp (Stapp) (collectively, Applicants), all noncarriers, filed an application for after-the-fact authority to acquire indirect control of two interstate passenger motor carriers, Xplore KY LLC (Xplore) and MJT Nashville LLC (Nashville) (collectively, Carriers). Pursuant to the completed transaction, Applicants acquired direct control of the outstanding equity membership in MJT Holdings, LLC (MJT Holdings), a noncarrier entity that holds all the outstanding membership interests in Carriers, from Sean Higgins and Lisa Higgins (collectively, Sellers). The Board is tentatively approving and granting after-the-fact authorization of 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 89 Issue 139 (Friday, July 19, 2024)</title>
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[Federal Register Volume 89, Number 139 (Friday, July 19, 2024)]
[Notices]
[Pages 58870-58871]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-15874]
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SURFACE TRANSPORTATION BOARD
[Docket No. MCF 21116]
Essex Equity Partners MJT, LLC, Lawrence Boyce, and Terry Stapp--
Acquisition of Control--Xplore KY LLC and MJT Nashville LLC
AGENCY: Surface Transportation Board.
ACTION: Notice Tentatively Approving and Authorizing Finance
Transaction.
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SUMMARY: On June 20, 2024, Essex Equity Partners MJT, LLC (Essex MJT),
Lawrence Boyce (Boyce), and Terry Stapp (Stapp) (collectively,
Applicants), all noncarriers, filed an application for after-the-fact
authority to acquire indirect control of two interstate passenger motor
carriers, Xplore KY LLC (Xplore) and MJT Nashville LLC (Nashville)
(collectively, Carriers). Pursuant to the completed transaction,
Applicants acquired direct control of the outstanding equity membership
in MJT Holdings, LLC (MJT Holdings), a noncarrier entity that holds all
the outstanding membership interests in Carriers, from Sean Higgins and
Lisa Higgins (collectively, Sellers). The Board is tentatively
approving and granting after-the-fact authorization of the transaction,
and, if no opposing comments are timely filed, this notice will be the
final Board action.
DATES: Comments may be filed by September 3, 2024. If any comments are
filed, Applicants may file a reply by September 17, 2024. If no
opposing comments are filed by September 3, 2024, this notice shall be
effective on September 4, 2024.
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
Applicants' representative: Kiefer A. Light, Scopelitis, Garvin, Light,
Hanson & Feary, P.C., 10 W Market Street, Suite 1400, Indianapolis, IN
46204.
FOR FURTHER INFORMATION CONTACT: Brian O'Boyle at (202) 245-0364. If
you require an accommodation under the Americans with Disabilities Act,
please call (202) 245-0245.
SUPPLEMENTARY INFORMATION: According to the application, Essex MJT is a
Kentucky limited liability company located in Kentucky,\1\ Boyce is an
individual resident of Kentucky, and Stapp is an individual resident of
Indiana. (Appl. 2.) None of the Applicants are federally regulated
passenger motor carriers. (Id. at 3.) Other than Carriers, which
Applicants acquired indirect control of when the transaction was
completed on April 23, 2024,\2\ none of the entities or persons having
direct or indirect interests in Applicants control any federally
regulated interstate passenger motor carrier. (Appl. 3.)
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\1\ Further information about Essex MJT's corporate structure
and ownership can be found in the application. (See Appl. 2-3 & Ex.
A.)
\2\ According to the application, neither Applicants nor Sellers
were aware until recently that the transaction was subject to the
Board's jurisdiction and approval. (Appl. 1, 5.) Applicants now
request that the Board approve the transaction after the fact. (See
id.) The Board has permitted parties to obtain after-the-fact
licensing authority for a transaction when the failure to seek
approval was without malice and by mistake. See, e.g., McCarthy--
Acquis. of Control--Trombly Motor Coach Serv., Inc., MCF 21094, slip
op. at 2 n.2 (STB served Aug. 6, 2021) (citing Winthrop Sargent--
Acquis. of Control--Plymouth & Brockton St. Ry., MCF 21089, slip op.
at 2 (STB served Jan. 3, 2020)).
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As a result of the transaction, Applicants acquired from Sellers
direct control of the outstanding equity membership in MJT Holdings, a
noncarrier entity that holds all the outstanding membership interests
in Carriers.\3\ (Appl. 2.) Prior to the transaction, Sellers and MJT
Holdings did not control any federally regulated
[[Page 58871]]
passenger motor carrier other than Carriers. (Id. at 3.)
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\3\ Exhibit A to the application depicts the organizational
structure of Carriers following the closing of the transaction. (See
Appl. Ex. A.)
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Applicants describe Carriers as follows:
<bullet> Xplore is a Kentucky limited liability company,
headquartered in Kentucky, that holds interstate carrier operating
authority under FMCSA Docket No. MC-666448 and has a safety rating of
``Satisfactory'' from the U.S. Department of Transportation (USDOT).
(Id. at 3-4.) Xplore provides charter transportation services for
activities and events such as guided tours, group excursions, and
recreational and entertainments events. (Id. at 4.) Xplore provides
these services from its terminal facilities located in Louisville, Ky.,
and utilizes approximately 16 passenger vans, 14 minibuses, and 46
drivers. (Id.)
<bullet> Nashville is a Tennessee limited liability company,
headquartered in Tennessee, that holds interstate carrier operating
authority under FMCSA Docket No. MC-79453. (Id. at 3-4.) Applicants
state that Nashville has no safety rating. (Id. at 4.) Nashville, like
Xplore, provides charter transportation services for activities and
events such as guided tours, group excursions, and recreational and
entertainments events. (Id. at 5.) Nashville provides these services
from its terminal facilities located in Nashville, Tenn., and utilizes
approximately three passenger vans, five minibuses, and 14 drivers.
(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 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 to
demonstrate that the 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. 5-9.)
Applicants assert that the transaction will not have a material,
detrimental impact on the adequacy of transportation services available
for the public. (Id. at 6.) Applicants state that although Carriers now
operate within the holdings of Applicants, Xplore and Nashville
continue to operate under the same names and provide services from the
same locations used before the transaction. (Id.)
Applicants further assert that the transaction will have, at most,
a minimal impact on the regulated motor carrier industry, and neither
competition nor the public interest will be adversely affected. (Id. at
6, 8.) According to Applicants, there is no net gain in market power
resulting from the transaction because Applicants do not have ownership
interests in or control of other passenger motor carriers. (Id. at 8.)
Applicants also represent that there will be no overlap in the service
areas or customer bases of Carriers and Applicants, as Applicants do
not currently operate any motor carrier service. (Id.) Applicants state
that they will seek to grow Carriers' business by contracting with new
customers and expanding services for existing customers. (Id.)
Additionally, although the transaction will increase fixed charges
in the form of interest expenses because Applicants borrowed funds to
finance the transaction, Applicants state that such increase will not
impact the provision of transportation services to the public. (Id. at
6-7.) Applicants also assert that because they have continued, and
intend to continue, the existing operations of Carriers, employees and
labor conditions are not materially impacted. (Id. at 7.) Applicants
further submit they do not anticipate any measurable reduction in force
or changes in compensation levels or benefits at Carriers. (Id.)
The Board finds that the acquisition as described in the
application is consistent with the public interest and should be
tentatively approved and authorized after the fact. 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 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 <a href="http://www.stb.gov">www.stb.gov</a>.
It is ordered:
1. The transaction is approved and authorized after-the-fact,
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 September 4, 2024, unless opposing
comments are filed by September 3, 2024. If any comments are filed,
Applicants may file a reply by September 17, 2024.
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 General Counsel, 1200 New Jersey Avenue SE, Washington, DC
20590.
5. This notice will be published in the Federal Register.
Decided: July 14, 2024.
By the Board, Board Members Fuchs, Hedlund, Primus, and Schultz.
Stefan Rice,
Clearance Clerk.
[FR Doc. 2024-15874 Filed 7-18-24; 8:45 am]
BILLING CODE 4915-01-P
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</html>Indexed from Federal Register on July 19, 2024.
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