The U.S. Surface Transportation Board has unanimously approved a bid by CSX to acquire Pan Am Railways and its seven short line subsidiaries. The merger will become effective on May 14.
The STB did impose some conditions on the merger as well as approve six related transactions, one of which was approving trackage rights by Norfolk Southern over lines of CSX, Providence & Wooster, Boston & Maine, and Pan Am Southern.
The NS trackage rights will enable it to move intermodal and automotive traffic via a new route to reach Ayer, Massachusetts.
Berkshire & Eastern will become the operator of Pan Am Southern. B&E is a subsidiary of short line conglomerate Genesee & Wyoming.
Although the U.S. Department of Justice had raised some concerns about the CSX-Pan Am merger, the STB ruled that NS “will have both the ability and the incentive to prevent CSX from taking actions that would impair PAS [Pan Am Southern].”
Canadian Pacific had also expressed concern that the merger could potentially harm it by leading to the downgrading of Pan Am Southern routes that it uses.
However, the Board noted that CP reached a settlement agreement with CSX and NS that “provides assurances that the Merger Transaction and Related Transactions will not ultimately undermine the PAS routes as a competitive option”
The STB also determined that B&E will have independent rate-setting authority that will be sufficient enough to ensure that Pan Am Southern rates “are not set in an anticompetitive manner.”
Regulators also said CSX pledged an open gateway policy that will ensure that Pan Am Southern “remains a competitive option, as it will allow other carriers that connect with the PAR System to continue offering competitive interline rates.”
CSX agreed to “waive its right under the Board’s ‘Bottleneck Cases’ to quote only long-haul rates, even when interline routes are possible,” the Board wrote.
The merger will extend the CSX network in Connecticut, New York and Massachusetts, while adding new routes to Vermont, New Hampshire and Maine.
Pan Am operates over a 1,200-mile network in New England and had an ownership stake in Pan Am Southern. The latter also is partly owned by NS.
CSX will acquire a 50 percent ownership share of Pan Am Southern as a result of the merger.
The STB said it would set a five-year oversight period over the merger during which it will monitor the “the effectiveness of the various conditions.”
Petitions for reconsideration of STB’s decision must be filed by May 4, 2022. Requests for stay must be filed by May 4, 2022.
The Board’s decision can be read at https://dcms-external.s3.amazonaws.com/DCMS_External_PROD/1649966599082/51144.pdf