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Canadian Pacific Norfolk Southern Merger

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Posted by schlimm on Friday, December 4, 2015 10:08 AM

Victrola1

 Takeover wars seem to have lost their sizzle. What happened to the battles of corporate goliaths? Where have they gone, those swaggering deal makers? "Harriman vs. Hill" is a corporate dust-up that takes us back to the beginning of the 20th century, when tycoons who traveled by private rail merrily raided each other's empires while the world around them cringed.....

http://www.wsj.com/articles/SB10001424052702303496804579369203810705602

Is there any chance of Harrison at CP launching a hostile take over attempt? 

 

 

In the Bloomberg interview, Harrison seemed prepared to go to NSC shareholders directly.  Given their dissatisaction with NSC management, it is quite possible he would succeed.

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Posted by Dakguy201 on Friday, December 4, 2015 10:25 AM

CSSHEGEWISCH

A hostile takeover might be possible but it would be expensive, think back to the takeover mania of the 1980's.  It might also leave the surviving corporation in poor financial shape.

 

 
There has always been an element of the minnow swallowing the whale to this deal.  NSC has a market cap of $26.7 billion while CP is $20.8 bil.  
 
As we are seeing with the Pfizer deal, there is political heat to be faced for taking an American company offshore and gaining tax relief.  Combine that with a historical dim view of large mergers, and I just don't believe regulatory approval will ever be obtained in this country.
 
As a (modest) NSC stockholder I'm more than willing to wait for a more sensible and realistic offer.
 
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Posted by Ulrich on Friday, December 4, 2015 10:44 AM

I don't think anyone wants to be the "pioneer" in this next round of mergers. Who ever goes first will need to test and overcome the regulatory hurdles and subject their shareholders to protracted uncertainty and unknown cost and conditions that may or may not result in a better combination five or ten years hence. Once the path is cleared, whoever goes next will have a much easier time and may even be encouraged by the regulators in order to maintain competitive equilibrium.

 

It may be advantagous for all the major systems to get together in order to work out the final system of two or three railroads. They can then present that to the TSB as a group, showing benefits to shippers, shareholders, and the general public.

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Posted by jeffhergert on Friday, December 4, 2015 10:50 AM

CSSHEGEWISCH

A hostile takeover might be possible but it would be expensive, think back to the takeover mania of the 1980's.  It might also leave the surviving corporation in poor financial shape.

 

That's OK, as long as the largest investors can make their money then get out.  So the remaining company is weakend, the small investors not doing as well.  No one really cares, except the people who's jobs depend (directly or indirectly) on the company and the small investors left holding the bag.  They usually don't count.

On another site I read an interesting thought.  That EHH may be trying to signal to NS that he might be available to help them out after his CP tenure is up.  Pure speculation, but food for thought.

Jeff 

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Posted by BaltACD on Friday, December 4, 2015 1:09 PM

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Posted by jrbernier on Friday, December 4, 2015 3:12 PM

  I suspect that EHH's time at CP may be ending shortly.  The investment fund hired him to 'cut & slash' CP to profitability.  He has done a good job, the there is not a lot more that can be cut at CP.  And CP really needs to do a massive signal/signaling upgrate to both the western Canada, and domestic SOO/MILW properties - and there is no capital to do this with.

  He was appointed the 'front man' to drive the CP-NS merger, and I suspect that will never happen(at least at the cost he was projecting).  He is 71 or 72, he should be looking at retirement...

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Posted by Ulrich on Friday, December 4, 2015 3:47 PM

CP responded to the NS decision a few minutes ago. It looks as if CP will not give up so easily. They say more clarification will be provided on Tuesday. Hunter has more grit and determination than most CEOs.. I wouldn't count him or CP out just yet.

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Posted by BaltACD on Friday, December 4, 2015 4:09 PM

Ulrich

CP responded to the NS decision a few minutes ago. It looks as if CP will not give up so easily. They say more clarification will be provided on Tuesday. Hunter has more grit and determination than most CEOs.. I wouldn't count him or CP out just yet.

What will be the next offer point?  How much higher?  While Hunter may believe in himself, does the investment community believe in CP ownership of NS?

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Posted by Andrew Falconer on Friday, December 4, 2015 4:50 PM

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

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Posted by Ulrich on Friday, December 4, 2015 5:01 PM

BaltACD
 
Ulrich

CP responded to the NS decision a few minutes ago. It looks as if CP will not give up so easily. They say more clarification will be provided on Tuesday. Hunter has more grit and determination than most CEOs.. I wouldn't count him or CP out just yet.

 

What will be the next offer point?  How much higher?  While Hunter may believe in himself, does the investment community believe in CP ownership of NS?

 

BaltACD
 
Ulrich

CP responded to the NS decision a few minutes ago. It looks as if CP will not give up so easily. They say more clarification will be provided on Tuesday. Hunter has more grit and determination than most CEOs.. I wouldn't count him or CP out just yet.

 

What will be the next offer point?  How much higher?  While Hunter may believe in himself, does the investment community believe in CP ownership of NS?

 

 

I don't know. Personally (looking from the outside in) I thought Jim Squires' response had merit. At least I don't see where the cost savings and efficiencies would come from or how the Chicago bottleneck would be addressed. But maybe Harrison will clarify that on Tuesday. The investment community seems to believe in mergers.. but these people are also for the most part not close enough to the action to make an educated determination as to the real merit of any merger. I guess we shall see..

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Posted by dakotafred on Friday, December 4, 2015 5:12 PM

Other than that, what do you think of the merger, Mr. Squires?

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Posted by Victrola1 on Friday, December 4, 2015 6:56 PM

Other than that Mrs. Lincoln, how did you like the play?

dakotafred

Other than that, what do you think of the merger, Mr. Squires?

 

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Posted by schlimm on Friday, December 4, 2015 7:26 PM

Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

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Posted by Norm48327 on Saturday, December 5, 2015 5:36 AM

schlimm

 

 
Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

 

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

 

I don't believe it is as simplistic as that. There are many more factors to consider.

Norm


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Posted by schlimm on Saturday, December 5, 2015 6:51 AM

Norm48327

 

 
schlimm

 

 
Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

 

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

 

 

 

I don't believe it is as simplistic as that. There are many more factors to consider.

 

Norm:  When Mr. Falconer makes such a foolish statement as he did, it is simple to demonstrate the falsehood.

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Posted by dakotafred on Saturday, December 5, 2015 7:35 AM

Given the "and that goes for your horse, too" tone of Squires' rejection, I'd be surprised if further overtures from CP were forthcoming.

Maybe now EHH can get after what should have been his objective all along: KCS. He was interested in it once, in his days at the IC. It makes even greater sense for CP, balancing CP with CN down South and putting it into Mexico besides.

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Posted by kgbw49 on Saturday, December 5, 2015 8:28 AM

One opinion - Given that STB rules require that a future merger must have the effect of increased competition, and the fact that about 2/3 of the US population lives east of the Mississippi, and that it is unlikely that either the Canadian or US governments will ever allow foreign ownership of such a critical segment of economic infrastructure, the only way things change east of the Mississippi is if the two Canucks and two Western roads buy out both NS and CSX and divide them amongst the four of them, resulting in four major railroads competing east of the Mississippi.

There would likely have to be a lot of joint trackage, such as BNSF and CP co-owning the former NS main lines from Chicago to New York, and UP and CN co-owning the former CSX main lines from Chicago to New York, for example.

Right now there is a Class 1 duopoly in the eastern US. Changing the names on the duopoly does not increase competition - it is still a duopoly.

The only way to increase competition in the eastern US is to go from two Class 1 railroads competing in the territory from Boston to Chicago to New Orleans to Jacksonville up to either three or four Class 1 railroads competing in that territory.

Yes, it would be quite a task to figure that out, just like with the Conrail acquisition that resulted in going from a monopoly to a duopoly in the northeast US. But it has actually been done in the recent past.

Again it is just my opinion, but unless BNSF, CN, CP, and UP come walking together up the steps of the STB with a plan to buy and divide the two eastern Class 1 roads amongst the four of them, I don't see anything else getting approval.

(One other note - I seem to remember reading articles back when the merger rules were rewritten that an acquisition of KCS would not be subject to the new rules, so dakotafred's suggestion of CP-KCS might be more feasible from a regulatory standpoint.)

 

 

 

 

 

 

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Posted by Murphy Siding on Saturday, December 5, 2015 9:03 AM

schlimm
 
Norm48327

 

 
schlimm

 

 
Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

 

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

 

 

 

I don't believe it is as simplistic as that. There are many more factors to consider.

 

 

 

Norm:  When Mr. Falconer makes such a foolish statement as he did, it is simple to demonstrate the falsehood.

 

  I dunno...CP may have a better operating ratio, but could that be more an indication of short term policies of cutting and delaying things in order to make the stock prices look good  for short term goals of some stockholders, and less of an indication of longterm strength of a company? 

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Posted by schlimm on Saturday, December 5, 2015 12:28 PM

Murphy Siding

 

 
schlimm
 
Norm48327

 

 
schlimm

 

 
Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

 

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

 

 

 

I don't believe it is as simplistic as that. There are many more factors to consider.

 

 

 

Norm:  When Mr. Falconer makes such a foolish statement as he did, it is simple to demonstrate the falsehood.

 

 

 

  I dunno...CP may have a better operating ratio, but could that be more an indication of short term policies of cutting and delaying things in order to make the stock prices look good  for short term goals of some stockholders, and less of an indication of longterm strength of a company? 

 

 

That is a different question.  The poster said CP is so weak they would turn NS into a money-losing operation.   Based on EHH's 3 1/2 year record of success at CP (and CN and IC before that), that seems unlikely.  Many folks may hate his methods, but it is important to get the facts straight.

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Posted by Firelock76 on Saturday, December 5, 2015 1:30 PM

Mega-mergers make me nervous, whatever they are or who they involve.  They seem to lead eventually to "We're too big to fail!" scenarios.

THEN those involved go running to Uncle Sam begging him to open his wallet and save their sorry butts.  It's happened before, it'll happen again.

Well, if you're too big to fail, you're too damn big!

Just my opinion.

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Posted by kgbw49 on Saturday, December 5, 2015 6:18 PM

Mega-dittos, Mr. Firelock76! Pun intended, but mega-dittos!

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Posted by Electroliner 1935 on Saturday, December 5, 2015 10:59 PM

The is one thing CP Rail does right. 

https://www.youtube.com/watch?v=a_jWaScptQ4

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Posted by Murphy Siding on Saturday, December 5, 2015 11:34 PM

schlimm

 

 
Murphy Siding

 

 
schlimm
 
Norm48327

 

 
schlimm

 

 
Andrew Falconer

Canadian Pacific is so weak that all they would do is run the Norfolk Southern to a bone bare money losing operation.

 

 

 

Hardly.

NSC operating ratio for 3rd quarter 2015 (Oct. 28) = 69.7 percent.

CP operating ratio for 3rd quarter 2015 = 59.9 percent.,

 

 

 

I don't believe it is as simplistic as that. There are many more factors to consider.

 

 

 

Norm:  When Mr. Falconer makes such a foolish statement as he did, it is simple to demonstrate the falsehood.

 

 

 

  I dunno...CP may have a better operating ratio, but could that be more an indication of short term policies of cutting and delaying things in order to make the stock prices look good  for short term goals of some stockholders, and less of an indication of longterm strength of a company? 

 

 

 

 

That is a different question.  The poster said CP is so weak they would turn NS into a money-losing operation.   Based on EHH's 3 1/2 year record of success at CP (and CN and IC before that), that seems unlikely.  Many folks may hate his methods, but it is important to get the facts straight.

 

 I see what you're saying.  You're right.  That is a different- yet related, I think- question.  However, I don't feel comfortable debating what Andrew Facloner's post really meant.  That would be too euclidian.

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Posted by Paul_D_North_Jr on Sunday, December 6, 2015 11:29 AM

schlimm
[snipped - PDN] . . . shareholder lack of confidence in Squires' probability of cost-cutting in 2016. 

How do you know what the shareholders are thinking ?  No one asked me . . .

- Paul North. 

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Posted by Paul_D_North_Jr on Sunday, December 6, 2015 11:35 AM

schlimm
[snipped - PDN] . . . Based on EHH's 3 1/2 year record of success at CP (and CN and IC before that), that seems unlikely.  Many folks may hate his methods, but it is important to get the facts straight.

Yeah, it is.  CN's operating ratio - the metric that you cite above - was improved greatly in the mid-1990's when Paul Tellier was the CEO, so that CN could privatized via the IPO.  EHH had nothing to do with that - it took place several years before EHH came aboard through the ICG acqusition/ merger.  EHH inherited, maintained, and maybe even improved the OR a little bit - but he didn't have anything to do with the transformation of that organization to that kind of efficiency. 

- Paul North. 

 

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Posted by Paul_D_North_Jr on Sunday, December 6, 2015 12:09 PM

schlimm
 In the Bloomberg interview, Harrison seemed prepared to go to NSC shareholders directly.  Given their dissatisaction with NSC management, it is quite possible he would succeed.

Your source for the statement of "[shareholders] dissatisfaction with NSC management" is exactly what ? 

I'm only one, but I'm not.  In an article in the Saturday/ Sunday edition of the Wall Street Journal, NS says that its strategy to offset the declining coal business is to go after intermodal instead.  I totally support that - a quote from the article: "Norfolk Southern's commitment to long-term value creation stands in stark contrast to Canadian Pacific's single-minded focus on operating ratio." 

Another source in the article said that CP needs NS because CP has few options left to fuel growth other than acquiring another railroad.     

And Squires had this to say about EHH's promoting the merger in view of the regulatory issues: "We can't help that [CP CEO] Hunter Harrison seems to have led shareholders down the garden path in terms of regulatory risk here. . . . We view, based on that advice [a number of regulatory experts and lawyers], the hurdles as very substantial."

The article has a lot more on the nerger, but I'm not going to repeat any more here.

Finally, an article elsewhere (Motley Fool, Oct. 8, 2015 - http://www.fool.ca/2015/10/08/why-canadian-national-railway-company-is-a-safer-bet-than-canadian-pacific-railway-limited/# ) points out that:

  • CP's share price is down 11% this year (as of that date). 
  • "CP is a heavily grain- and coal-focused business, and this presents a large degree of risk."
  • "About 90% of CP’s coal business comes from serving one customer—Teck Resources"
  • "The problem is that Teck’s largest customer is China."
  • "Teck began implementing rotating shutdowns of its six Canadian mines in Q3 2015. Teck’s CEO has indicated a production cut may be in the cards in the fourth quarter if production does not improve."

Seems to me that CP is pretty vulnerable, and may be trying to dodge a bullet with a feeble-minded knee-jerk attempt to acquire NS.  Meanwhile, NS has acknowledged its single-commodity market weakness, and has a plan to do the hard work necessary to diversify away from coal. 

- Paul North.   

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Posted by schlimm on Sunday, December 6, 2015 5:50 PM

Paul_D_North_Jr
a feeble-minded knee-jerk attempt to acquire NS

Citation?   A petty inaccurate and insulting comment about EHH.  His record of success speaks for itself. Sounds like someone is having another meltdown.

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Posted by kgbw49 on Sunday, December 6, 2015 5:58 PM

Mr. North, just for the sake of the exercise and discussion, since NS is looking to boost its intermodal franchise, is there a chance that NS might make a move to acquire KCS to bring single line service from the growth in near-sourcing in Mexico to the approximately 80% of the US population that the combined service territory would cover? I seem to recall that the new STB merger rules had an exemption to the new rules for a KCS merger. Thanks for any insight!

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Posted by kgbw49 on Sunday, December 6, 2015 6:07 PM

Found this from a 2005 article in Trains regarding the KCS exemption from the new merger rules:

Kansas City Southern: not like the others
The first flag to fall, if railroad mergers resume, might be Kansas City 
Southern. Why? When the Surface Transportation Board revised the rules that govern railroad mergers (see page 32), it decided by a 2-1 vote to exempt KCS from those rules. The board concluded that a merger between Kansas City Southern and one of the larger North American railroads “would not necessarily raise the same concerns and risks” as a combination involving the other six Class Is. However, then-Chairwoman Linda Morgan disagreed with her board colleagues. Casting the dissenting vote, she commented, “KCS is of such strategic importance that any merger between it and another Class I railroad could well trigger the next round of major rail mergers resulting in two transcontinental railroad systems.”

Will events bear out her prediction?

 The smallest of the Class Is, Kansas City Southern sits strategically between other major railroads and controls the key bridge across the Rio Grande at La­redo, Texas. With Mexican affiliate TFM, Kansas City Southern operates a 6,000-mile system stretching from Springfield, Ill., to Lazaro Cardenas on Mex­ico’s Pacific coast. (KCSā€ˆalso has a 42% stake in the Panama Canal Railway.) Potential buyers might have been deterred by the messy dispute over control of TFM and the substantial debt KCS incurred in order to secure the TFM concession in 1996. Now the dispute appears resolved and TFM’s carloadings are growing at a 14% annual pace, which could catch the eye of other railroads looking for a profitable addition to their franchises. The KCS-TFM system would complement any major carrier except Canadian Pa­cific, with which it has no direct connection. And KCS remains small enough to be easily affordable.
However, Kansas City Southern would function quite differently depending on which larger system swallowed it.

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Posted by dakotafred on Sunday, December 6, 2015 8:22 PM

I agree about the "strategic importance" seen by Linda Morgan and continue to wonder why nobody has made a move on KCS. CP thought it was so important to get into Kansas City -- via ex-Rock Island ICE -- but stopped there. (Why not KCS to chemical Texas and Mexico?)

UP's already in Mexico, but what would be wrong with a little consolidation and rationalization? ('Enhancement of competition' -- as if there weren't already all those trucks -- is a U.S., not Mexican, preoccupation.)

And Warren Buffet is a big free trader -- why shouldn't he like a Mexican connection for BNSF?

As a modest KCS stockholder whose shares have tripled in value in a few short years, I'm still confident of that BIG payday.

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