Then the door opened and . . .

Posted by Fred Frailey
on Thursday, December 3, 2015

Hunter Harrison must feel frustrated. It has been almost three weeks since his company, Canadian Pacific Railway, made a formal offer to buy Norfolk Southern and forge the first true transcontinental North American railroad. In the interim, Harrison has pledged some form of open access to shippers, offered NS chief executive Jim Squires a top job at the merged company and pledged to pay NS investors immediately by putting the acquired railroad in trusteeship while the merger is adjudicated. Yet not a peep has been heard from NS headquarters in Norfolk, Va., where the NS board met this Monday and Tuesday and then went quietly home.

I have no idea what is going on. Neither do my normally well informed sources. This is one corporate drama that is being played out in surprising secrecy.

Odds are that one of three scenarios—maybe two or all three of them simultaneously—are rolling out. One is that NS may be digging its moat and building its castle, that is, mounting a stiff defense. “I have a plan!” Squires could announce any day now. If that’s the case, it had better be a damn fine plan. Fred Green had a plan, too, at Canadian Pacific before investor Bill Ackman rolled into Calgary and buried him under a mountain of shareholder votes in 2012, clearing the way for Harrison to take over. (Harrison, it should be noted, really did have a plan.)

Actually, someone has suggested to me a plan that is so original and ingenious that it would give the entire railroad industry pause—a restructuring of part of Norfolk Southern that would bring almost every Class I railroad to the table. I’m not at liberty to say more, and anyway, this will not be Jim Squires’ plan because he and the originator of the idea haven’t discussed it. And anyway, the time for fresh starts at Norfolk Southern appears to have already passed.

The second possibility is that Squires is dealing with other railroads—BNSF Railway and Union Pacific are the usual suspects—to forge a Made-In-America alternative to Canadian Pacific’s offer. I’ve said before that neither western railroad giant can afford to sit this out. A union of CP and NS would leave just CSX Transportation to form a national network with either BNSF or UP, and the loser in this game of musical chairs would either be left marginalized or forced to seek to join the CP-NS combo as junior partner.

And the third scenario is that Norfolk and Calgary are hard at it, just that we can’t see them. The fact that Squires has not publicly told Harrison to go to hell suggests just that.

We’ll soon see the curtains part and the drama begin to play out. Saying nothing into perpetuity is not an option. As Harrison said yesterday, “If they shut the door in our face and say, we're not going to talk or what—that we think the shareholders ought to hear the case."—Fred W. Frailey

To leave a comment you must be a member of our community.
Login to your account now, or register for an account to start participating.
No one has commented yet.

Join our Community!

Our community is FREE to join. To participate you must either login or register for an account.

Search the Community

Newsletter Sign-Up

By signing up you may also receive occasional reader surveys and special offers from Trains magazine.Please view our privacy policy