Trains.com

CP is buying KCS

12115 views
112 replies
1 rating 2 rating 3 rating 4 rating 5 rating
  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Friday, April 23, 2021 5:42 PM

The CP deal had CP paying KCS $1 billion if the STB rejected the deal. CP also had to pay a similar amount if they walked away from the deal. I would expect the CN  - KCS deal to have similar or slightly larger amounts. So if the CN - KCS deal falls at the STB look for a similar or slightly larger payout to KCS which could then be distributed to its shareholders.

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Friday, April 23, 2021 10:07 PM

The STB announced today that the Board would consider the CP - KCS deal under the old merger rules dating to 2000, rather than the newer post-2001 rules requiring greater scrutiny and greater analysis of the effect on competition.

 

STB Announcement

 

  • Member since
    April 2020
  • 99 posts
Posted by ttrraaffiicc on Saturday, April 24, 2021 1:38 PM

https://www.trains.com/trn/news-reviews/news-wire/report-kansas-city-southern-preparing-to-open-talks-with-canadian-national-over-purchase-bid/

Sounds like KCS is going to enter into talks with CN to merge.

I think CN will win this bidding war. Their offer is superior and they have considerably more resources than CP. At that point CP will be significantly weaker than any class 1 being about half the size of the next biggest. I could see Union Pacific buying CP after that.

  • Member since
    September 2003
  • 21,669 posts
Posted by Overmod on Saturday, April 24, 2021 1:53 PM

In case you hadn't noticed, there have been multiple threads on this since before it was 'officially' announced -- to say nothing of directed pop-up ad propaganda via Kalmbach for the CN offer almost right out of the gate.

ttrraaffiicc
I think CN will win this bidding war. Their offer is superior and they have considerably more resources than CP. At that point CP will be significantly weaker than any class 1 being about half the size of the next biggest. I could see Union Pacific buying CP after that.

It will be interesting to see if CP 'counters' the CN offer, or alternatively decides on a proxy fight to limit what it counteroffers (since the CP-KCS deal has the buy-in of both organizations).

I think there's a lot of money at stake, every dollar of which will have to be recovered out of "PSR-like economies," at the level CN is proposing.  That's getting up into KKR territory... and I still remember the Porsche vs. VW corporate debacle.

Not to be forgotten in a Biden and prospectively Harris Democrat-controlled future is a repeat of corporate flight to Canada a la the original IC acquisition deal or "Tim Horton's" acquiring Burger King.  That the 'last men standing' aside from the Buffetts or Solovievs would be Canadian is far from surprising in such context.

  • Member since
    April 2005
  • From: Nanaimo BC Canada
  • 4,117 posts
Posted by nanaimo73 on Saturday, April 24, 2021 3:14 PM

Overmod

 

Not to be forgotten in a Biden and prospectively Harris Democrat-controlled future is a repeat of corporate flight to Canada a la the original IC acquisition deal or "Tim Horton's" acquiring Burger King. 

 

Brazillians bought Tims and Burger King 

Dale
  • Member since
    September 2003
  • 21,669 posts
Posted by Overmod on Saturday, April 24, 2021 3:21 PM

nanaimo73
Brazillians bought Tims and Burger King 

The point is that the corporate presence of BK moved to Canada under the Hortons corporate structure.  Manifestly for tax reasons that in my opinion were clearly identifiable with announced government intentions and priorities at the time.  As I recall there were stories about how widespread this was becoming in the financial trade press circa 2015 or so.

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Saturday, April 24, 2021 6:34 PM

Overmod is correct.

The technical term is "corporate inversion".

A larger American corporation merges with a smaller foreign corporation based in a country with favorable corporate income tax rates and favorable capital gains tax rates. The merged company has headquarters in the country with the lower tax rates and often the remaining identity is that of the smaller company based in the country with the better tax rates, while the management personnel running the merged company are the ones coming from the US corporation in the transaction. Generally all earnings from the merged entity, including any net income earned in the United States, gets to be taxed at the lower tax rate of the foreign country.

Restaurant Brands International in Oakville, Ontario is now the corporate entity. They own Tim Hortons, Burger King and Popeyes. I do recall a Brazilian entity taking a large stake in the company.

Another example was Medtronic, the largest medical device maker in the US at the time. They merged with a much smaller Irish firm and moved the corporate HQ to Dublin, Ireland to get lower taxes on net income and avoid the Obamacare medical device tax.

 

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Sunday, April 25, 2021 8:12 AM

Question regarding KCS access to Omaha.

Does anybody out there know if the access is via trackage rights or haulage rights?

The reason I am asking is because I was looking at the two merger maps again CP-KCS and CN-KCS, and the thought occurred to me that if CN is the winning bidder, if they have trackage rights Omaha-KC, traffic for Iowa grain that is destined for either Gulf ports or Mexico might be able to save some transit time by being routed through Omaha instead of to Chicago.

Please note I am not "rooting" one way or the other and I know that one aspect will not determine who wins out - it is just something that occurred to me as I reviewed information again.

Thank you in advance for any info and thoughts or comments.

  • Member since
    March 2003
  • From: Central Iowa
  • 6,901 posts
Posted by jeffhergert on Sunday, April 25, 2021 8:47 PM

kgbw49

Question regarding KCS access to Omaha.

Does anybody out there know if the access is via trackage rights or haulage rights?

The reason I am asking is because I was looking at the two merger maps again CP-KCS and CN-KCS, and the thought occurred to me that if CN is the winning bidder, if they have trackage rights Omaha-KC, traffic for Iowa grain that is destined for either Gulf ports or Mexico might be able to save some transit time by being routed through Omaha instead of to Chicago.

Please note I am not "rooting" one way or the other and I know that one aspect will not determine who wins out - it is just something that occurred to me as I reviewed information again.

Thank you in advance for any info and thoughts or comments.

 

KCS has haulage rights over both UP and BNSF.  KCS regularly gets grain trains, using KCS cars and engines, out of the Bartlett elevators in Council Bluffs.  I don't know about the south elevator, but all the grain trains coming out of the north elevator go to the KCS.

The trains usually come and go via BNSF, but for a few months every so often trains will go via UP out of the north elevator via Boone and Des Moines to Kansas City.  Since it's only for a short period, probably so many trains, I imagine it's to protect the haulage rights over UP.  A "use it or lose it" provision.

Interestingly, the north elevator has an exKCS end cab switcher still in KCS white and number.

Jeff  

  • Member since
    May 2005
  • From: S.E. South Dakota
  • 13,569 posts
Posted by Murphy Siding on Sunday, April 25, 2021 9:01 PM

Overmod

In case you hadn't noticed, there have been multiple threads on this since before it was 'officially' announced -- to say nothing of directed pop-up ad propaganda via Kalmbach for the CN offer almost right out of the gate.

 

 
ttrraaffiicc
I think CN will win this bidding war. Their offer is superior and they have considerably more resources than CP. At that point CP will be significantly weaker than any class 1 being about half the size of the next biggest. I could see Union Pacific buying CP after that.

 

It will be interesting to see if CP 'counters' the CN offer, or alternatively decides on a proxy fight to limit what it counteroffers (since the CP-KCS deal has the buy-in of both organizations).

 

Irregardless, there's a lot of money at stake to be recovered out of "PSR-like economies" for the kind of money CN is proposing.  That's getting up into KKR territory... and I still remember the Porsche vs. VW corporate debacle.

Not to be forgotten in a Biden and prospectively Harris Democrat-controlled future is a repeat of corporate flight to Canada a la the original IC acquisition deal or "Tim Horton's" acquiring Burger King.  That the 'last men standing' aside from the Buffetts or Solovievs would be Canadian is far from surprising in such context.

 

Irregardless? Inconceivable! Mischief

Thanks to Chris / CopCarSS for my avatar.

  • Member since
    April 2007
  • 4,557 posts
Posted by Convicted One on Monday, April 26, 2021 10:31 AM

Murphy Siding
Irregardless? Inconceivable!   Mischief 

 

That one is always like fingernails on a chalkboard to me.  As is also the case when people say "avaidable", which I hear frequently on the local radio.

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Monday, April 26, 2021 10:37 AM

We don't want to misunderestimate the strategery of CP! :-)

I am still trying to figure out whether it is better to use flammable or inflammable.

I also have not been able to find an alternate word for thesaurus.

English is an awesome language because of its flexibility! In my day job I have to "guesstimate" a lot, which I tell people is an estimate which takes into account measurable factors as well intangible factors such as prior experience and even gut instinct. An example is coming up with an estimate for a construction project.

  • Member since
    September 2003
  • 21,669 posts
Posted by Overmod on Monday, April 26, 2021 1:02 PM

Convicted One
That one is always like fingernails on a chalkboard to me. 

It really shouldn't be: the two words are semantically distinct.  "Regardless" means without regard for, with some of the same meaning as 'heedless' in context.  "Irregardless", while clunky, is not a 'double negative' in the usual sense, any more than 'inflammable' is ... it means essentially 'ignoring some point going forward'.

On the other hand, if it's irritating ... I said I'd take things out that were, and so can do so here.  That sentence needed revision for more significant reasons, too.

"Avaidable"?  Is that some sort of inadvertent portmanteau between "evadable" and "avoidable"?  Or just a malapropism that didn't quite make it to an actual  word used wrongly?

There have actually been conversations among language nerds about better words for what a 'thesaurus' is supposed to be.  My feeling back in the day is that by parallel construction with 'dictionary' and 'syllabary' it might be "synonymary" or some similar construction.  But in actual fact the thing was never done correctly in the first place -- the meaningful thing would be to list all the general synonyms and then clearly indicate the shades of semantic meaning that separate them for proper use in context.  What would a good name for that be?

  • Member since
    April 2007
  • 4,557 posts
Posted by Convicted One on Monday, April 26, 2021 1:26 PM

Overmod
"Avaidable"?  Is that some sort of inadvertent portmanteau between "evadable" and "avoidable"?  Or just a malapropism that didn't quite make it to an actual  word used wrongly?

I'm not sure, it might be a local malapropism, similar to "warsh", etc.  At least that's what I reckon. Alien.

And no, your use of "irregardless" did not in any way offend me, it's just a term that always invokes a "what? did I just hear that?" reaction, similar to some  biological sounds in an otherwise quite room. 

I suspect the word most folks ar fishing for when they say "irregardless".....is "irrespective"

  • Member since
    December 2001
  • From: Northern New York
  • 25,024 posts
Posted by tree68 on Monday, April 26, 2021 5:55 PM

It's kind of like "flammable" and "inflammable"...

LarryWhistling
Resident Microferroequinologist (at least at my house) 
Everyone goes home; Safety begins with you
My Opinion. Standard Disclaimers Apply. No Expiration Date
Come ride the rails with me!
There's one thing about humility - the moment you think you've got it, you've lost it...

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,819 posts
Posted by Ulrich on Monday, April 26, 2021 6:50 PM

Convicted One

 

 
Overmod
"Avaidable"?  Is that some sort of inadvertent portmanteau between "evadable" and "avoidable"?  Or just a malapropism that didn't quite make it to an actual  word used wrongly?

 

I'm not sure, it might be a local malapropism, similar to "warsh", etc.  At least that's what I reckon. Alien.

And no, your use of "irregardless" did not in any way offend me, it's just a term that always invokes a "what? did I just hear that?" reaction, similar to some  biological sounds in an otherwise quite room. 

I suspect the word most folks ar fishing for when they say "irregardless".....is "irrespective"

 

 

All good so long as you're not being irreverent. 

  • Member since
    May 2005
  • From: S.E. South Dakota
  • 13,569 posts
Posted by Murphy Siding on Monday, April 26, 2021 9:01 PM

    On one of these threads, someone provided a link to the KCS/CP proposal that had a bunch of maps. I'm still trying to find that post again to thank him.

     What I get from the maps is that Kansas City is portrayed as being the funnel point between Canada, the upper midwest, and northeast with Texas and Mexico.

Thanks to Chris / CopCarSS for my avatar.

  • Member since
    May 2003
  • From: US
  • 25,292 posts
Posted by BaltACD on Monday, April 26, 2021 9:17 PM

Murphy Siding
    On one of these threads, someone provided a link to the KCS/CP proposal that had a bunch of maps. I'm still trying to find that post again to thank him.

     What I get from the maps is that Kansas City is portrayed as being the funnel point between Canada, the upper midwest, and northeast with Texas and Mexico.

From what I have read - The STB has approved the CP/KCS under the small transaction standard the STB set in 2001.  My belief is that a CN/KCS transaction would be held to the large transaction standards with all the territorial overlap that is involved in that transaction.

Never too old to have a happy childhood!

              

  • Member since
    December 2001
  • From: Denver / La Junta
  • 10,820 posts
Posted by mudchicken on Monday, April 26, 2021 9:24 PM

tree68

It's kind of like "flammable" and "inflammable"...

 

Flam - Do you or don't you (or are you about to?)

Mudchicken Nothing is worth taking the risk of losing a life over. Come home tonight in the same condition that you left home this morning in. Safety begins with ME.... cinscocom-west
  • Member since
    April 2007
  • 4,557 posts
Posted by Convicted One on Monday, April 26, 2021 9:51 PM

Ulrich
All good so long as you're not being irreverent. 

Regardlessly...DevilDevil

  • Member since
    September 2003
  • 21,669 posts
Posted by Overmod on Monday, April 26, 2021 10:24 PM

mudchicken
Flam - Do you or don't you (or are you about to?)

https://m.youtube.com/watch?v=WlqGkVc29Gw

  • Member since
    December 2007
  • From: Georgia USA SW of Atlanta
  • 11,919 posts
Posted by blue streak 1 on Tuesday, April 27, 2021 9:18 PM

tree68

It's kind of like "flammable" and "inflammable"... 

I gave up.  Flammable  or  non flammable  only.

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Wednesday, April 28, 2021 10:38 AM

CP's response to CN's request brought up something I had forgotten about. Illinois Central had previously tried to acquire Kansas City Southern in 1994 for $1.64 billion. Obviously the attempt failed, mainly because of the uncertainty of the Mega-mergers attempts which would complete in 1995. In that case the STB denied IC the use of a Voting Trust. Interestingly Mr E. Hunter Harrison was CEO of Illinois Central while the CEO of KCS was Mr. Landon Rowland.

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