Posts Tagged ‘mergers and acquisitions’

Comment Period Extended on CP-KCS Merger

September 7, 2022

The deadline to comment on the draft environmental analysis of the proposed merger of Canadian Pacific and Kansas City Southern has been extended to Oct. 14.

The U.S. Surface Transportation Board said on Tuesday it extended the deadline at the request of officials from “affected communities.”

The notice extending the comment period noted “no further extensions of time will be granted” after the October due date.”

A final environmental analysis will be issued after the comment period closes.

Comments on the draft analysis may be submitted electronically on the Board-sponsored project website or the Board’s website by clicking on the “E-FILING” link.

Committee Gives CP-KCS Merger an OK

August 17, 2022

An interagency federal government committee has given its approval of the proposed merger of Canadian Pacific and Kansas City Southern.

The Committee on Foreign Investment in the United States is authorized to review certain transactions involving foreign investment and certain real estate transactions by foreign entities to determine their effect on national security.

The merger is still being reviewed by the U.S. Surface Transportation Board. That review is expected to be completed by early 2023.

STB Hearings Set for CP-KCS Merger

July 23, 2022

Three days of public hearings will be held in September by the U.S. Surface Transportation Board as it continues to review the proposed merger of Canadian Pacific and Kansas City Southern.

The hearings will be held at STB headquarters in Washington on Sept. 28, 29 and 30 and will be livestreamed online.

In a news release, regulators said the deadline to register to speak during the hearings will be Sept. 14. It also set an Oct. 14 deadline for submission of briefs in the case. After that date the STB will close the record on the merger.

By federal law regulators are required to issue a ruling in a merger proceeding within 90 days after the close of the record unless an environmental analysis has not been completed.

That would push the decision date for the merger to as late as mid-January with the decision becoming effective 30 days later.

CSX Completes Merger with Pan Am Railways

June 1, 2022

CSX completed its takeover of Pan Am Railways on Wednesday.

The New England-based regional railroad became a fallen flag at 12:01 a.m., six weeks after the U.S. Surface Transportation approved the merger.

The merger extends CSX farther into New England. The deal involves merging six railway companies into CSX and grants trackage rights to other carriers on lines of four other railroads, including CSX, Providence & Worcester, Boston & Maine, and Pan Am Southern.

Norfolk Southern gains a new route to move intermodal and automobile trains from Voorheesville, New Yori, to Ayer, Massachusetts.

The Pittsburg & Shawmut Railroad, a subsidiary of Genesee & Wyoming that does business as the Berkshire & Eastern Railroad, will replace Springfield Terminal as the operator of Pan Am Southern.

Federal regulators established a five-year oversight period to monitor the effectiveness of the various conditions they imposed on the merger.

CSX-Pan Am Merger to Close June 1

April 17, 2022

CSX said Thursday it will take over Pan Am Railways on June 1.

The Class 1 carrier received approval last week from the U.S. Surface Transportation Board to acquire Pan Am, which has a 1,200-mile route network in New England.

The merger will change the railroad scene in the region. Aside from CSX taking over Pan Am, Genesee & Wyoming subsidiary Berkshire & Eastern will operate the former Boston & Maine east of Ayer, Massachusetts.

That line, known as Pan Am Southern, will be owned 50-50 by CSX and Norfolk Southern.

CSX also gets Pan Am’s haulage rights to Saint John, New Brunswick, thus enabling it to compete with Canadian National and Canadian Pacific.

As part of the acquisition, CSX agreed to give Vermont Rail System trackage rights.

Amtrak will be allowed by CSX to operate trial intercity passenger service to Pittsfield, Massachusetts, from New York City.

During STB hearings on the merger, CSX said it would spend more than $100 million on infrastructure improvements to Pan Am track.

The STB did not issue a condition that the 147-year old Hoosac Tunnel be kept open. The tunnel has been subject to cave-ins in recent years.

STB Approves CSX Acquisition of Pan Am

April 15, 2022

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

CSX, Amtrak Reach Pact on Pan Am Merger

January 14, 2022

Amtrak and CSX reportedly have reached an agreement that will remove the passenger carrier’s opposition to the freight carrier’s plans to acquire Pan Am Railways.

Although the two railroads have reached agreements on several items, Railfan and Railroad reported on its website that Amtrak said there are still some sticking points.

On Jan. 3 Amtrak had said it would oppose the CSX-Pan Am merger unless it received some specific concessions that deal with existing and potential new intercity rail passenger service in New England.

In the latest development, Amtrak said CSX has accepted six of the conditions Amtrak is seeking.

These include a CSX promise to give priority to Amtrak trains when dispatching; a CSX agreement to cooperate with potential service expansions on the former Boston & Albany line between Worcester, Massachusetts, and Albany, New York; upgrading the current Downeaster route in Maine with positive train control and allowing expanded service; and allowing operation of the new Berkshire Flyer to Pittsfield, Massachusetts.

The Flyer would use the B&A route, which also hosts the Boston section of Amtrak’s Lake Shore Limited, as part of its trek between Pittsfield and New York City on weekends.

A 1,000-foot siding will be constructed in Pittsfield.  Planning for the Berkshire Flyer has been underway for years but been stymied by lack of an agreement between Amtrak and CSX.

Trains magazine reported that the Flyer could operate as a special service pending construction of the Pittsfield siding.

The Trains report also said CSX agreed to ensure that Norfolk Southern intermodal and automotive trains using the B&A route would not interfere with proposed or existing Amtrak service.

NS trains now use Pan Am Southern tracks between Mechanicville, New York, and Ayer, Massachusetts, but would shift to the B&A after the merger is completed.

In recent weeks CSX has reached agreement with other railroad systems that had initially opposed or raised concerns about the merger.

However, two carriers, the Massachusetts Department of Transportation/Massachusetts Bay Transportation Authority and Canadian Pacific, still have concerns about the merger that have yet to be addressed.

STB CSX-Pan Am Merger Hearings to be Online

January 8, 2022

The U.S. Surface Transportation Board this week said that public hearings regarding CSX plans to acquire Pan Am Systems will be conducted online.

The hearings will be conducted via Zoom and will begin at 9:30 a.m. on Jan. 13. Additional time has been allotted on Jan. 14 to accommodate all speakers, the STB said in a news release.

CSX wants to acquire the 1,200-mile Pan Am system, thus extending the Class 1 carrier’s network into areas of Connecticut, New York, Massachusetts, Vermont, New Hampshire and Maine.

CP-KCS Deal to Close Today, STB Sets Hearing for CSX-Pan Merger

December 14, 2021

Canadian Pacific is expected to assume ownership of Kansas City Southern today (Dec. 14, 2021).

The $31 billion acquisition was approved by shareholders of both companies last year, but a merger of the two companies is pending review by the U.S. Surface Transportation Board.

KCS will continue to operate as an independent company during the review period and be placed in a blind trust until the STB rules in what is expected to be the fourth quarter of 2022.

During this period, management of KCS is expected to remain the same.

In an unrelated development involving Class 1 railroad mergers, the STB has set hearing dates of Jan. 13-14, 2022, for the proposed merger of CSX and New England regional railroad Pan Am Railways.

The hearing will be held online on Jan. 13 with time reserved for the following day if needed.

Those wishing to address the Board must file a notice of intent to participate by Dec. 20.
The STB also said last week that it will not require an environmental and historic review in the CSX acquisition of Pan Am.

KCS Stockholders OK Merger With CP

December 10, 2021

Stockholders of Kansas City Southern voted overwhelmingly on Friday in favor of a merger with Canadian Pacific.

KCS said the merger won approval of 99.6 percent of the votes cast. Earlier in the week CP shareholders approved the merger by a similar tally.

CP has proposed acquiring KCS in a stock and cash transaction by which KCS common share holders will receive $90 in cash and 2.844 CP shares for each KCS share held.

KCS preferred shareholders will receive $37.50 in cash. The deal is expected to close on Dec. 14 at which time KCS will be placed in a voting trust while the U.S. Surface Transportation Board reviews the proposed merger.

If the merger wins regulatory approval, the surviving company will be known as Canadian Pacific Kansas City.

The STB is expected to rule on the merger by the fourth quarter of 2022. The merger earlier received approval of regulators in Mexico.