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Canadian Pacific Norfolk Southern Merger

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Posted by Ulrich on Tuesday, November 10, 2015 7:41 AM

Railroads will have to show how any further mergers will benefit shippers and the economy in general. Will further mergers reduce rates and/or improve service levels? Show us how. Shippers generally have been opposed to further mergers. And unlike railroads, shippers on this continent have been struggling for years. Many of them vote and have representatives who are deadset against another merger that would reduce competition.

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Posted by wjstix on Tuesday, November 10, 2015 9:57 AM

Just a thought...when Norfolk & Western merged with the Southern, it took a name - Norfolk Southern - that happened to be the name of an old railroad that had existed up into the 1950's. As a New York Central fan, it would be interesting if a merged Canadian Pacific / Norfolk Southern chose the name "Canada Southern".

Wink

https://en.wikipedia.org/wiki/Canada_Southern_Railway

Although I guess "Norfolk Pacific" would be OK too, but BNSF already owns the "NP" reporting marks.

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Posted by wanswheel on Tuesday, November 10, 2015 10:39 AM
Norfolk & Western Canada
The Great White Norfolk
Canadian Southern Pacific and Norfolk (C-SPAN)
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Posted by carnej1 on Tuesday, November 10, 2015 11:21 AM

I suspect that this proposal will get about as far as the late 1990's proposed merger between BNSF and CN did:

http://www.eriksrailnews.com/archive/bnsfcn.html

That plan would have put the two railroads under common ownership but kept their operations and identities independent (at least for the first few years) which If I understand correctly is what H. Harrison and co, are proposing to do with CN/NS.  The regulators still nixed it..

 

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Posted by oltmannd on Tuesday, November 10, 2015 11:35 AM

carnej1

I suspect that this proposal will get about as far as the late 1990's proposed merger between BNSF and CN did:

http://www.eriksrailnews.com/archive/bnsfcn.html

That plan would have put the two railroads under common ownership but kept their operations and identities independent (at least for the first few years) which If I understand correctly is what H. Harrison and co, are proposing to do with CN/NS.  The regulators still nixed it..

 

 

The STB didn't really "nix" the deal.  They just decided to rewrite the rules and told BNSF + CN to come back later once the new rules were done.   It was really more of stiff-arm than a "no".

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Posted by Entropy on Tuesday, November 10, 2015 12:38 PM

blue streak 1

cnbc really goofed up read short article and tell me what United Pacific railroad is.

http://www.cnbc.com/2015/11/09/norfolk-southern-canadian-pacific-shares-jump-amid-deal-report.html 

The only thing CNBC knows about is Shake Shack and Herbalife.

Stocks that are clearly manuipulated by insider trading, pump and dump, Bud Fox style. And offer nothing to the general population.

They arn't too sharp when it comes to something that can't be explained in basis points or put options. 

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Posted by Paul_D_North_Jr on Tuesday, November 10, 2015 9:41 PM

oltmannd
carnej1

I suspect that this proposal will get about as far as the late 1990's proposed merger between BNSF and CN did:

http://www.eriksrailnews.com/archive/bnsfcn.html

That plan would have put the two railroads under common ownership but kept their operations and identities independent (at least for the first few years) which If I understand correctly is what H. Harrison and co, are proposing to do with CN/NS.  The regulators still nixed it..

The STB didn't really "nix" the deal.  They just decided to rewrite the rules and told BNSF + CN to come back later once the new rules were done.   It was really more of stiff-arm than a "no".

More accurately, the STB - then chaired by the recently passed Linda Morgan - imposed an 18-month moratorium on large mergers, mainly because of the then-recent disastrous UP-SP merger, after a not-so-smooth UP-C&NW merger.  When US courts upheld the moratorium and it looked real, both Rob Krebs of BNSF and Paul Tellier of CN called off the deal. 

The STB used the 18 months to come up with new rules for large mergers.  They soon got a good workout when CN - by then led by E. Hunter Harrison - acquired the EJ&E.  The hoops that CN had to jump through were astoundingly difficult - only the very large prospective value of the EJ&E to CN as a bypass and connection in the Chicago area justified going through with it.  "Never say never", but it'll be a long time and a very compelling economic case before any 2 railroads attempt to merge and run that gauntlet again.

- Paul North.

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Posted by dakotafred on Wednesday, November 11, 2015 11:44 AM

Paul North, above, brings back some bad old memories. The hoops CN had to jump thru really were outrageous, given that all they asked was to run trains on existing right of way. There wasn't even any forced sale of private property, except possibly -- I don't know -- in connection with an overpass/underpass or two for the sake of other traffic.

Given NIMBYs; shippers who fancy themselves entitled to two railroads (along with trucks and sometimes pipelines and barges); and other railroads envious of what they could have done first by getting off their dead rears -- it is indeed hard to foresee any big new mergers at a price the buyer could afford. 

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Posted by wanswheel on Wednesday, November 11, 2015 1:22 PM
Excerpt from Benzinga, Nov. 10
Analyst Christian Wetherbee [Citigroup] said that the companies may not be close to a deal. Instead, it seems more probable that Canadian Pacific’s management team is “inviting shareholders to weigh in.”
The company was taken by surprise last year, when shareholders did not really press CSX Corporation’s management and board to pursue merger talks.
Wetherbee believes that Canadian Pacific may be “floating the idea again” based on the fact that, following a tough year for rail stocks, “shareholders (of either NS or CSX) will be more demanding.
A year back, when Canadian Pacific approached CSX, the rails were struggling with service. In 2015, however, volumes have been lighter, with industry carloads down 1.7 percent year-to-date, “potentially making integration of a large merger easier,” the analyst commented.
Moreover, volume and revenue prospects are not very bright over the next several quarters, and a major rail combination could prove to be a solid positive catalyst for stocks that have underperformed, Wetherbee added.
In the report Citi noted, “CP is really trying to lure investors to push NS, we think CSX could also be a target and if NS and CP ultimately agree to a deal, CSX would be the obvious choice for western rails or CN to acquire. CSX could also benefit from potential regulatory concessions if a deal was agreed to.”
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Posted by Ulrich on Wednesday, November 11, 2015 2:41 PM

Whoever goes first in this next round of possible mergers will have more work to overcome all those roadblocks than any who follow. Lets say that CP and NS are serious about a merger. They would then be the pioneers in this final round, and they will be clearing the way for the others to follow at much less cost and effort. So whose smarter? Notice how others remain silent on mergers... they're smart enough to let CP do the heavy lifting on this..

 

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Posted by CBT on Wednesday, November 11, 2015 2:49 PM

I hate CP! If this atchully happens hopefully they dont derail another oil train and cause evacuations like they did in wisconsin.

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Posted by CMStPnP on Wednesday, November 11, 2015 3:00 PM

CBT

I hate CP! If this atchully happens hopefully they dont derail another oil train and cause evacuations like they did in wisconsin.

 

In my 16 years of living near to the Milwaukee-MSP Milwaukee Road Mainline, they had no less than 4 derailments that I personally saw the aftermath of, one that ended their Milwaukee to Watertown Passenger Service a year past Amtrak takeover.    I am sure there were more than that......those are just the ones I saw.     Not all the derailments were the Milwaukee Roads fault, the passenger train derailed because a cement truck hit the trestle in which the train passed over a road on and knocked the track out of alignment.     Another was caused by a hot box.    Another dragging equipment.    Forget the causes of the fourth but it was the infamous derailment that wiped out the Elm Grove, WI depot.

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Posted by BaltACD on Wednesday, November 11, 2015 3:07 PM

Ackman is not into railroads for anything other than the money he can extract from them, that includes CP and any other carriers that may get mentioned as a partner for CP.  Typical hedge fund pump & dump.

I suspect Ackman (and his Pershing Capital) have bought all the NS stock possible without triggering SEC reporting requirments, after NS stock jumps on the basis of the 'news' he will dump most of it and make a nice profit.

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Posted by kgbw49 on Wednesday, November 11, 2015 3:25 PM

I agree with Mr. Frailey - EHH is not going to be seen as the loser again in the denoument of his epic career.

 

It would not be surprising to see a hostile takeover attempt if agreement cannot be reached.

Get ready for the Norfolk & Northwestern, Norfolk, Winnipeg & Western, Norfolk & Pacific or other such name of choice.

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Posted by Ulrich on Wednesday, November 11, 2015 3:44 PM

EHH might not have a choice, and unless he plans to retire in his 80s he won't see the process through to completion at any rate. He might get it started and then pass the torch to Keith Creel. EHH has already made  his mark, he doesn't need this and he knows it.

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Posted by tree68 on Wednesday, November 11, 2015 3:49 PM

kgbw49
Get ready for the Norfolk & Northwestern, Norfolk, Winnipeg & Western, Norfolk & Pacific or other such name of choice.

UP didn't bother with any of that.  Winner take all - CP.

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Posted by kgbw49 on Wednesday, November 11, 2015 4:50 PM

True that. But that's no fun.

In recognition of the regulatory morass that would have to be navigated, plus the end of 611 in steam once again, how about the Dismal Swamp & Moose Jaw?

 

 

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Posted by AgentKid on Wednesday, November 11, 2015 4:58 PM

kgbw49
how about the Dismal Swamp & Moose Jaw?

Now, now. Now! That's funny, but. . .

Ahem.

Bruce

 

So shovel the coal, let this rattler roll.

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Posted by CBT on Wednesday, November 11, 2015 4:59 PM

kgbw49

Get ready for the Norfolk & Northwestern, Norfolk, Winnipeg & Western, Norfolk & Pacific or other such name of choice.

 

It could be southern pacific the SECOND

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Posted by dakotafred on Wednesday, November 11, 2015 5:11 PM

tree68
 
kgbw49
Get ready for the Norfolk & Northwestern, Norfolk, Winnipeg & Western, Norfolk & Pacific or other such name of choice.

 

UP didn't bother with any of that.  Winner take all - CP.

 

Unfair, Tree. UP kept the "Union" from their road and the "Pacific" from SP.

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Posted by tree68 on Wednesday, November 11, 2015 6:48 PM

dakotafred
Unfair, Tree. UP kept the "Union" from their road and the "Pacific" from SP.

Yes

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Posted by WM7471 on Wednesday, November 11, 2015 8:32 PM

I guess it is just my devious nature, but I have to wonder if all of this is just theater to stampede nervous CSX investors into the arms of EHH. 

In spite of a good operating ratio, CSX has suffered from the downturn in coal and a major unplanned management shake up.  Everything seems to be held together by Michael Ward, and while he doesn't appear to going anywhere  soon,  it could make some investors uncomfortable. 

I think CPRS still has it's eyes on the prize....Indiana Harbor Belt and a direct route through Chicago.  NS and CSX both own 25.5% of IHB, CPRS has the remaining 49%, so acquiring either NS  or CSX will give control of IHB to CPRS.  However CSX also brings the old B&OCT to the table with it's parallel and paired track to IHB.  Then there is the stock price, CSX is about 1/3 of NS stock.

It's not that NS is not a well managed operation, that's the problem,  it's too well run, and I would expect them to go eyeball to eyeball with EHH. Then there is a very real chance that BNSF, UP, CN or even KCS could get involved. 

I wonder if some CSX investors might be afraid of missing the big check from CPRS,  and start leaning on Jacksonville to take the deal,  before things can be worked out with NS. 

Game, set and match to Mr. Harrison. 

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Posted by caldreamer on Wednesday, November 11, 2015 8:36 PM

UP already was Union Pacific over a hundred years befor they bought the SP.  How about the "Gored And Defeated Railraod North (GDN)"

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Posted by Paul_D_North_Jr on Wednesday, November 11, 2015 8:54 PM

WM7471
[snipped - PDN} . . . I think CPRS still has it's eyes on the prize....Indiana Harbor Belt and a direct route through Chicago.  NS and CSX both own 25.5% of IHB, CPRS has the remaining 49%, so acquiring either NS  or CSX will give control of IHB to CPRS.  . . . Then there is the stock price, CSX is about 1/3 of NS stock. . . .

Where does NS connect directly with CP - 1) anyplace ? and 2) in the Chicago area ?  What is the quality of / volume at those connections ?  Would any of the pending and likely CREATE projects improve those connections ? 

The important number is not the stock price in $ per share, but the total market capitalization of the business = number of shares x their price, and how much would have to be purchased to have effective control of the company.  For example, a company with 1 million shares at $50 = $50 million, but would be less expensive to obtain control (on a percentage of the total shares issued and outstanding) than a company with 5 million shares at $30 = $150 million market capitalizaton.

As someone mentioned above, Ackman's fund has been hammered badly by the Valeant fiasco and some other bad investments (see recent Wall Street Journal article, within the last week).  I too view this rumor as an attempt at market manipulation - by someone - to bump up the value of CP shares, and perhaps enable Ackman recover from some of his losses elsewhere through the railroad's shares.

- Paul North. 

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Posted by n012944 on Wednesday, November 11, 2015 9:00 PM

WM7471

  However CSX also brings the old B&OCT to the table with it's parallel and paired track to IHB.  Then there is the stock price, CSX is about 1/3 of NS stock.

 

 

 

Don't get hung up on stock price, look at the market cap for both railroads.  

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Posted by zugmann on Wednesday, November 11, 2015 9:01 PM

caldreamer

It will NEVER happen.  The STB will NOT allow two Class 1 railroads to merge.  It would diminish competition.  Then there is the Anit-Trust division of the Justice Department.

If this happens bring me a super size plate of humble pie!!!

 

 

Those same words were probably spoken before every other major merger.

  

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Posted by zugmann on Wednesday, November 11, 2015 9:08 PM

Paul_D_North_Jr
Where does NS connect directly with CP - 1) anyplace ?

Schenectady, NY on the east coast.

  

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Posted by wanswheel on Wednesday, November 11, 2015 9:30 PM

Excerpt from The Globe and Mail, Nov. 9

http://www.theglobeandmail.com/report-on-business/canadian-pacific-said-to-explore-norfolk-southern-takeover/article27176306/

Benoit Poirier, an equities analyst with Desjardins Capital Markets, noted that CN’s superior network was assembled when Mr. Harrison was at the company. Since taking control at CP in 2012 after a boardroom battle led by activist investor Bill Ackman, Mr. Harrison has made strides to improve CP’s efficiency and profitability. Building a better rail network and applying his operational model to the underperforming Norfolk Southern, Mr. Poirier said, could be next on his to-do list.

Railway leaders and observers in the industry have said the U.S. Surface Transportation Board would be reluctant to approve rail mergers at a time when complaints about rail congestion and service are high. After blocking a merger between CN and Burlington Northern Railroad in 2000, the U.S. regulator toughened its rules and said any merger must improve service, not merely preserve it.

However, Mr. Harrison never abandoned his belief that rail mergers would help to relieve the congestion that grips the industry, particularly in Chicago, where the big carriers hand over railcars to each other. He has said a merger would improve service, efficiency and capacity, but “nobody wants to do a deal.”

Mr. Poirier highlighted some of the service improvements a merger could bring, including offering oil shippers in the Bakken and oil sands direct access to refineries on the U.S. East Coast. And the combined companies could offer a “unique” route for intermodal containers to Florida from Vancouver.

 

Excerpt from The Globe and Mail, Nov. 11

http://www.theglobeandmail.com/report-on-business/cp-railways-proposed-takeover-of-norfolk-southern-would-face-scrutiny/article27217277/

Anthony Hatch, a transportation analyst and founder of New York-based ABH Consulting, said support from rail customers will be vital if any merger is to pass the “complicated” approval process involving several jurisdictions.

But he predicted reaction from shippers will range from “neutral and sullen” to “actively opposed” to this and any other proposed union that emerges…

From a railway standpoint, Mr. Hatch sees a few key reasons the merger is a bad idea, including the risk that regulators will impose conditions that will trump any financial gains the takeover will bring.

Norfolk Southern, he said, is known as a “railroader’s railroad” with a strong southern culture that is unlikely to welcome a takeover.

“Norfolk Southern is likely to fight this,” Mr. Hatch said.

He noted CP chief executive officer Hunter Harrison is not known for “diplomacy and tact” in his dealings with regulators and shippers, characteristics that might not help with any approvals.

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Posted by Murphy Siding on Wednesday, November 11, 2015 10:37 PM

zugmann

 

 
caldreamer

It will NEVER happen.  The STB will NOT allow two Class 1 railroads to merge.  It would diminish competition.  Then there is the Anit-Trust division of the Justice Department.

If this happens bring me a super size plate of humble pie!!!

 

 

 

 

Those same words were probably spoken before every other major merger.

 

 To be fair, those same words were probably spoken before every major meger that fell through as well. Mischief

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Posted by kgbw49 on Wednesday, November 11, 2015 11:02 PM

Other CP-NS connecting points besides Schenectady and Chicago are Buffalo, Detroit, and Kansas City.

CN with the J already in hand and Prince Rupert (the closest intermodal terminal to China) might be a better fit with NS. (Gulf, Mobile & Arctic?) That could be the fastest total transit time for a container between Shanghai and New York.

it would seem if this domino tips there will end up being a slicing and dicing of the two eastern roads between the two Canucks and the two western roads because they will all demand an equal piece of the action. No one will want to be left by the wayside.(Does Mr. Buffett's road still have rights to Atlantic & Pacific? If not, how about the Berkshire, Ozark and Sierra Railway - who's the BOS now?)

Intriguing stuff, no doubt.

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