Canadian Pacific Norfolk Southern Merger

Berkshire Hathaway owned about 23% of BNSF ($10 billion) and had positions in UP and Norfolk Southern at the time it purchased the rest of BNSF.

Berkshire offered $100 per share which was a 30% premium to the share price of about $77 at the time. Berksire paid about $26 billion for the remainder of BNSF at about 60% cash ($15.6 billion) and 40% in Berkshire Hathaway Class A stock ($10.4 billion).

Berkshire Hathaway could do almost the same thing again and offer NS share holders double the cash and the rest in Berkshire Hathaway Class A stock without breaking a sweat.

Throw in similar corporate cultures to build the railroad, might that deal might be more attractive to NS shareholders than the CP deal?

http://www.marketwatch.com/story/berkshire-buys-burlington-northern-2009-11-03

Excerpt from Union Pacific memorandum, Dec. 17
http://www.up.com/investor/presentations/indmergertalks/index.htm
Another aspect gaining attention in the CP-NS media coverage is Chicago rail congestion. A single merger could actually increase congestion in Chicago if the merging parties used shared assets to preference their own traffic. The railroads have made great strides to increase network fluidity in Chicago without a merger by revising the Chicago Planning Group congestion alert plan from being consensus-based to metrics-based. The railroads also established a joint operations center in Chicago in which CP elected not to participate.

All the talk about congestion relief in Chicago highlights the fact that to really have congestion relief in Chicago, because of Lake Michigan, traffic heading to the Northeast can only be diverted around it to the south. That is a more compelling reason why a BNSF-NS combination would actually be more beneficial in that regard.

Specfically, with control of the ex-Wabash and Nickel Plate routes, BNSF gains a direct bypass speedway for traffic heading for Indianapolis, Detroit, Columbus, Cleveland, Buffalo, Pittsburgh, Philadelphia and New York/New Jersey.

With control of the Kankakee Belt and Streator connection, it already has a bypass to the south of Chicago, although that route does turn due north and runs through the southeast edge of the Chicago Metroplex.

But traffic from Minneapolis and the former GN-NP territories heading to the Northeast could also bypass Chicago by continuing south of Galesburg and getting on the Iowa Interstate to Peoria on the NS and then access those other bypass routes.

With control of NS, traffic for Louisville and Cincinnat could now go by the former Frisco and Southern across lower Illinois, thereby also bypassing Chicago.

In effect, Chicago in the long run probably ends up being more of a “destination terminal” for BNSF traffic because much of the former run-through traffic could be rerouted on at least three alternate bypass routes.

Since BNSF is for the most part an “intermodal expert” there are also several other advantages of NS ownership. In a “post-Panamax world”, direct access to the ports of Jacksonville, FL, Savannah, GA and Charleston, SC, and connection to FEC in Jacksonville creates intermodal hauls of between 800-1100 miles to the cities of Buffalo, Cleveland, Detroit, Chicago, Kansas City, and Dallas from the ports that are closest to the Panama Canal.

And in the south, BNSF would have single line haul from the west coast for intermodal all the way to Charlotte, NC or from Mexi

Excerpt from Wall Street Journal, Dec. 21
http://blogs.wsj.com/moneybeat/2015/12/21/dealpolitik-norfolk-southern-foists-tough-choice-on-canadian-pacific/
Skirmishes over regulatory issues are typical in hostile deals. But what sets this situation apart is that the Surface Transportation Board has a process for resolving regulatory disputes by obtaining a declaratory order. In an unrelated proceeding, the board said it has “broad discretion to determine whether to issue a declaratory order,” in order “to terminate a controversy or remove uncertainty.”
Norfolk Southern has challenged Canadian Pacific to obtain such an order. But Canadian Pacific said such a move isn’t necessary because it is confident regulators will bless the deal and that such a request would be seeking “special treatment.” It also said that the trust mechanism had been proposed in 144 other deals and been approved in all of them. However, this structure of the buyer being placed in trust and the CEO moving to the seller is innovative and arguably could make unwinding the deal more difficult.
Canadian Pacific’s reluctance to seek a declaratory order could put it in a bind down the road if it asks Norfolk Southern’s shareholder to overrule, or replace, the company’s directors. Norfolk Southern likely will have spent five months arguing to shareholders that the regulatory obstacles are insurmountable and that Canadian Pacific had the opportunity to resolve th

Canadian Pacific officials today used the Christmas holiday period to promote their belief that CP’s proposed takeover of Norfolk Southern Corp. would benefit the Chicago-area rail hub.

Noting that some Class Is will cease service during the upcoming Christmas holiday, CP said the CP-NS merger would help alleviate traffic congestion in the Chicago region and create opportunities for rail competitors to provide “improved service” to their own customers.

In a prepared statement, CP officials said that Union Pacific Railroad, CSX Corp.

Talk about your lame reasoning.

What a joke this whole merger talk is getting to be. Why anyone thinks anything good will come of it is beyond me.

I don’t think anyone is thinking that anything good will come of it, as much as there are people thinking that some $$$ are going to come their way from it, whether it’s good or bad for everyone else.

[quote user=“Victrola1”]

Canadian Pacific officials today used the Christmas holiday period to promote their belief that CP’s proposed takeover of Norfolk Southern Corp. would benefit the Chicago-area rail hub.

Noting that some Class Is will cease service during the upcoming Christmas holiday, CP said the CP-NS merger would help alleviate traffic congestion in the Chicago region and create opportunities for rail competitors to provide “improved service” to their own customers.

In a prepared statement, CP officials said that Union Pacific Railroad,

Well there’s still their pretty train of course.

http://www.cpr.ca/holiday-train/canada

Excerpt from CP website, Dec. 21

http://www.cpr.ca/en/investors/cp-reiterates-call-for-consistent-efficient-service-solution-for-chicago

Page ConteCP recognizes that the North American economy does not take vacations and many shippers require 24/7 service 365 days a year through Chicago, and thanks to CP’s dedicated and hardworking railroaders, CP can provide that service…

CP also notes that the most vocal opponents to a CP/Norfolk Southern Corp. merger that would improve shipper optionality through and around Chicago will halt service for up to two full days during the Christmas period.

Union Pacific Corp. will halt service through Chicago from 7:00 a.m. local time Dec. 24 to 7:00 a.m. Dec. 26. CSX Corp. will shut down from 3:00 p.m. Dec. 24 until 7:00 a.m. on Dec. 26 and Norfolk Southern will close from 2:00 p.m. Dec. 24 to 11:00 p.m. on

“CP recognizes that the North American economy does not take vacations and many shippers require 24/7 service 365 days a year through Chicago, and thanks to CP’s dedicated and hardworking railroaders, CP can provide that service…”

The economy may not take a vacation as such, but the reality is that, apart from shopping, industrial activity is greatly reduced for the week between Christmas and New Year. If a plant is shut down until January 3rd, the only one who benefits from the carload being placed on December 26th is the railroad, who can charge the extra per diem. Some managers recognize this and take advantage of the opportunity to give their employees some guaranteed time with their family on Christmas Day. But others are more callous.

You may remember from a recent post by JF Turcotte that EHH had an curious interpretation of 365 days a year service out of Halifax while with CN. While he ran a train every day, that was not always the service provided to the shipper as containers were left sitting at the dock waiting for a day or longer because the “train was full”. They did require the service, to keep the route time competitive, but CN declined to provide it. Maybe he has since changed his views … tooth fairy anyone!

It is tough to warrent service to plants that are shut down for the holidays.

Carriers make their holiday plans based on the customers holiday requirements. CP’s statements are just so much puffery!

[quote user=“Victrola1”]

Canadian Pacific officials today used the Christmas holiday period to promote their belief that CP’s proposed takeover of Norfolk Southern Corp. would benefit the Chicago-area rail hub.

Noting that some Class Is will cease service during the upcoming Christmas holiday, CP said the CP-NS merger would help alleviate traffic congestion in the Chicago region and create opportunities for rail competitors to provide “improved service” to their own customers.

In a prepared statement, CP officials said that Union Pacific Railroad,

Christmas Day and Boxing Day are statutory holidays in Canada, meaning many businesses will be closed in the Toronto area.

Shoppers may want to stock up on groceries and liquor on Christmas Eve, as many stores won’t be back to normal hours until Dec. 27.

http://toronto.ctvnews.ca/what-s-open-in-toronto-on-christmas-day-and-boxing-day-1.2707577

Rail freight will move through on Chicago on Boxing Day. Hopefully any Canadian Club in transit will deliver by New Year’s Eve.

Edit: Hit reply by mistake, please ignore. :slight_smile:

From NS website:

Norfolk, Va. - Dec 23, 2015

Norfolk Southern Corporation (NYSE: NSC) (“the Company”) today announced that its board of directors has unanimously rejected Canadian Pacific’s (TSX:CP) (NYSE:CP) Dec. 16, 2015, publicly disclosed, revised proposal to acquire the Company for $32.86 in cash, a fixed exchange ratio of 0.451 shares in a new company that would own Canadian Pacific and Norfolk Southern, and 0.451 of a Contingent Value Right.
The following is the text of the letter that was sent on Dec. 23, 2015, to Canadian Pacific’s Chief Executive Officer, E. Hunter Harrison, and its Chairman of the Board, Andrew F. Reardon.
December 23, 2015
Mr. E. Hunter Harrison &

[quote user=“wanswheel”]

From NS website:

Norfolk, Va. - Dec 23, 2015

Norfolk Southern Corporation (NYSE: NSC) (“the Company”) today announced that its board of directors has unanimously rejected Canadian Pacific’s (TSX:CP) (NYSE:CP) Dec. 16, 2015, publicly disclosed, revised proposal to acquire the Company for $32.86 in cash, a fixed exchange ratio of 0.451 shares in a new company that would own Canadian Pacific and Norfolk Southern, and 0.451 of a Contingent Value Right.
The following is the text of the letter that was sent on Dec. 23, 2015, to Canadian Pacific’s Chief Executive Officer, E. Hunter Harrison, and its Chairman of the Board, Andrew F. Reardon.
December 23, 2015
Mr. E. Hunter Harrison

And who will be the 4th Armored Division?

Great metaphor, by the way!

[quote user=“wanswheel”]
Excerpt from Wall Street Journal, Dec. 21

http://blogs.wsj.com/moneybeat/2015/12/21/dealpolitik-norfolk-southern-foists-tough-choice-on-canadian-pacific/
Skirmishes over regulatory issues are typical in hostile deals. But what sets this situation apart is that the Surface Transportation Board has a process for resolving regulatory disputes by obtaining a declaratory order. In an unrelated proceeding, the board said it has “broad discretion to determine whether to issue a declaratory order,” in order “to terminate a controversy or remove uncertainty.”
Norfolk Southern has challenged Canadian Pacific to obtain such an order. But Canadian Pacific said such a move isn’t necessary because it is confident regulators will bless the deal and that such a request would be seeking “special treatment.” It also said that the trust mechanism had been proposed in 144 other deals and been approved in all of them. However, this structure of the buyer being placed in trust and the CEO moving to the seller is innovative and arguably could make unwinding the deal more difficult.
Canadian Pacific’s reluctance to seek a declaratory order could put it in a bind down the road if it asks Norfolk Southern’s shareholder to overrule, or replace, the company’s directors. Norfolk Southern likely will have spent five months arguing to shareholders that the regulatory obstacles are insurmountable and that Canadian Pacific had the opportunity to resolve t

From the NS letter: " . . . your latest revised proposal, which you publicly disclosed on December 16, but have not otherwise communicated to us. . . .". Meaning, either “You’re rude and impolite scoundrels”, “You’re sneaky, talking behind our backs”, or even “You don’t have the guts to talk to us directly” ?!?

As to Victrola1’s analogy: Nah, it’s overstating CP’s position to compare it to the Nazis at Bastogne. Not to take anything away from Gen. MacAuliffe, but keep in mind the Battle of the Bulge was a last desperate attempt by the Nazi Army to break through the Allied lines to avoid the inevitable defeat. Which would have happened anyway, even if Bastogne had been overrun. The clearing weather enabled the Allied airpower to come into play, and other reinforcements - like George Patton’s Third Army and 2nd Armored Division, “Hell on Wheels” - would have eventually blunted the Nazi attack and thrown back the then-defeated the Nazis anyway.* (My father was there as an infantryman in the 84th Infantry Division, the “Railsplitters” from Illinois, was wounded in that Battle, and awarded a Purple Heart.) EDIT: Note that this occurred right around this time of the year, 71 years ago.

Instead, this is more like what the caveman said when his wife worried about her mother being outside at night: “Why the heck should I care what happens to a saber-tooth tiger ?”

Prediction: This won’t even be close. "Move along folks, nothing to see here