Trains.com

Canadian Pacific Norfolk Southern Merger

42334 views
557 replies
1 rating 2 rating 3 rating 4 rating 5 rating
BC2
  • Member since
    December 2015
  • 39 posts
Posted by BC2 on Tuesday, January 19, 2016 7:38 PM

And now an analyst that thinks the CP-NS deal is not likely is suggesting that JB Hunt may soon be purchased by BNSF or NS:

http://seekingalpha.com/article/3819256-jb-hunt-deal-bnsf-norfolk-southern-play

  • Member since
    May 2003
  • From: US
  • 25,292 posts
Posted by BaltACD on Tuesday, January 19, 2016 6:14 PM

ruderunner

Or is that exactly what's happening? Is CP hoping to raise the "legal costs" for the other railroads?

If you can't beatem, SUE EM!

I doubt that N$'s legal re$ource$ can be exhausted by CP.

Never too old to have a happy childhood!

              

  • Member since
    March 2008
  • 773 posts
Posted by ruderunner on Tuesday, January 19, 2016 5:52 PM

Or is that exactly what's happening? Is CP hoping to raise the "legal costs" for the other railroads?

If you can't beatem, SUE EM!

Modeling the Cleveland and Pittsburgh during the PennCentral era starting on the Cleveland lakefront and ending in Mingo junction

  • Member since
    December 2007
  • 1,307 posts
Posted by Falcon48 on Tuesday, January 19, 2016 3:54 PM

Victrola1

​​​​​​​​​Canadian Pacific (TSX: CP) (NYSE: CP) said today that it has submitted a letter to the U.S. Department of Justice, asking it to review recent actions by a number of major U.S. railroads who have stated publicly that they are organizing a collective campaign to block significant mergers in the railroad industry, including CP's proposed offer for Norfolk Southern Corp. (NS).

http://www.cpr.ca/en/investors/cp-asks-doj-to-review-recent-meetings

 

  U.S. antitrust law on this point is very well settled.  It is not a violation of U.S. antitrust law for competing companies to take joint action to petition the government for action that would disadvantage their competitors.  In other words, it is not an antitrust violation for several railroads (competing or otherwise) to coordinate their efforts before the STB, Congress or other governmental bodies to oppose a merger. 

This kind of activity is very common in our political system.  The reason it is not illegal is because it is "petitioning" activity protected by the 1st amendment.  Ironically, one of the Supreme Court cases that definitively established this principle was a railroad case (Eastern Railroad Presidents vs Noerr Motors, 364 US 122 (1965), involving various forms of joint action taken by major railroads to secure government action adverse to motor carrier interests.  It's available online at:  https://supreme.justia.com/cases/federal/us/365/127/case.html 

The only significant exception to this principle is where competitors are using joint government petitioning action as a sham.  An example would be where a group of competitors keeps bringing baseless legal actions against a competitor in the hopes that the legal costs will cause the competitor to back down or go away.   That's clearly not what's happening here.  Whatever one may think of CP's merger proposal, it certainly raises legitimate public policy issues.

    

 

 

 

  • Member since
    April 2003
  • 305,205 posts
Posted by Anonymous on Tuesday, January 19, 2016 3:31 PM

I apologise in advance if this has already been brought up or discussed, but reading through 12 pages of posts to check is not something I have the time to do!

 

My curiosity is that if NS and CP do end up merging before 2020, how will this affect the 5 year loan of the N&W Y6a #2156? No. 2156 is loaned to NS; and if the merger goes through and NS ceases to exist in a legal sense, where will this leave the locomotive, being loaned to a no-longer existing corporation?

Could such a situation prevent the locomotive from returning to St. Louis, the situation being a legal knot?                                                                            We all saw what happened to the DL&W #952, victim of a legal technicality that made the court system side with keeping her in St. Louis.

  • Member since
    May 2003
  • From: US
  • 25,292 posts
Posted by BaltACD on Tuesday, January 19, 2016 3:07 PM

Electroliner 1935

I think they are trying to intimidate  the others by saying they are conspiring  to suppress competition  which if true would be illeagal. I think it's a bullies response to opposition.

Its starting to sound like the political primary season.

Never too old to have a happy childhood!

              

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,819 posts
Posted by Ulrich on Tuesday, January 19, 2016 3:05 PM

oltmannd
 
tree68

 

 
Victrola1

 

 

MOM!  They aren't playing fair!  I'm supposed to win!

 

 

 

I really don't get what CP is doing.  You'd think before they set sail on this venture, that they's have lined up their alllies.  Some shippers who would like their version of reciprocal switching.  Some politicians who's folk might be "winners" in the transaction.  Some considered positive opinions about STB outcomes.  And, at least a feel for what their peers might and might not do.

It's turning out they have exactly zero except for their sales pitch - and it's wonderfully devoid of actionable detail.  

Are they serious?

 

 

Good points Oltmannd, perhaps before they set sail on this venture they weren't expecting such strong headwinds. But I tend to agree, they should have lined up their allies in this and made some friends in the backrooms of Washington who would come out in support of such a merger. Maybe they purposely didn't, hoping that allies would materialize on their own  with the public announcement.

  • Member since
    September 2010
  • 2,515 posts
Posted by Electroliner 1935 on Tuesday, January 19, 2016 3:03 PM

I think they are trying to intimidate  the others by saying they are conspiring  to suppress competition  which if true would be illeagal. I think it's a bullies response to opposition.

  • Member since
    May 2003
  • From: US
  • 25,292 posts
Posted by BaltACD on Tuesday, January 19, 2016 3:02 PM

billiebuffalo

I have no idea,

You said it all!

Never too old to have a happy childhood!

              

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Tuesday, January 19, 2016 2:38 PM

tree68

 

 
Victrola1

 

 

MOM!  They aren't playing fair!  I'm supposed to win!

 

I really don't get what CP is doing.  You'd think before they set sail on this venture, that they's have lined up their alllies.  Some shippers who would like their version of reciprocal switching.  Some politicians who's folk might be "winners" in the transaction.  Some considered positive opinions about STB outcomes.  And, at least a feel for what their peers might and might not do.

It's turning out they have exactly zero except for their sales pitch - and it's wonderfully devoid of actionable detail.  

Are they serious?

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    July 2006
  • 10 posts
Posted by billiebuffalo on Tuesday, January 19, 2016 1:49 PM

H'mm wasn't U.P. and B.N.S.F the last two big mergers?Maybe EHH can get them to grant him open access to thier cash cows,one should be careful for what they wish for,never know when you may open some skeletons in your own family tree.Example make BNSF clean up thier soil contaminations in Montana that were supposed to be addressed at the 1970 merger also the rip off of the farmers of Montana with thier gouging freight rates for moving grain west.Its getting interesting,love it to see the big boys say "they can't do that",but its ok if i do.UP + WP,SP,CNW,RioGrande,and BN and Santa fe.Please tell me how those mergers made any sense as far as competition than the CP + NSC does not.I have no idea,i am just asking and looking for the facts like Sgt Joe Friday.

  • Member since
    December 2001
  • From: Northern New York
  • 25,023 posts
Posted by tree68 on Tuesday, January 19, 2016 12:34 PM

Victrola1

MOM!  They aren't playing fair!  I'm supposed to win!

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...

BC2
  • Member since
    December 2015
  • 39 posts
Posted by BC2 on Tuesday, January 19, 2016 11:41 AM

So CP is happy to complain to the DOJ but they refuse to seek a declatory letter from the STB. I think they just confirmed they have no political resources to pull from and must resort to making outlandish criminal accusations. This will have zero effect on the process and the proposal will still fail if it ever reaches the STB.

  • Member since
    December 2001
  • 1,486 posts
Posted by Victrola1 on Tuesday, January 19, 2016 10:01 AM

​​​​​​​​​Canadian Pacific (TSX: CP) (NYSE: CP) said today that it has submitted a letter to the U.S. Department of Justice, asking it to review recent actions by a number of major U.S. railroads who have stated publicly that they are organizing a collective campaign to block significant mergers in the railroad industry, including CP's proposed offer for Norfolk Southern Corp. (NS).

http://www.cpr.ca/en/investors/cp-asks-doj-to-review-recent-meetings

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Monday, January 18, 2016 3:13 PM

schlimm

 

 
oltmannd

 

 
schlimm

 

 
oltmannd
oltmannd wrote the following post 1 hours ago: schlimm #1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS. Sounds like a PC way of saying "hypocrite" to me!

 

So if someone makes a factually accurate statement (with quotations) that you don't like, it is dismissed as PC?   Irresponsible nonsense, Don!

 

 

 

If someone says, "That guy often says things that just aren't very true."  wouldn't it be fair to paraphase as "That guy is a liar."?

 

 

 

 

Your roots are showing!  Not analogous to the CP comment on Fritz at all.

Here are some of the sort of comparative metrics business people and investors look at in an evaluation of any enterprise.  The differences tell the story.

for CP (through Sep 30):

Profitability
Profit Margin (ttm): 21.87%
Operating Margin (ttm): 38.64%
Management Effectiveness
Return on Assets (ttm): 9.19%
Return on Equity (ttm): 26.78%

for NS(through Sep 30): 

Profitability
Profit Margin (ttm): 15.71%
Operating Margin (ttm): 29.24%
Management Effectiveness
Return on Assets (ttm): 5.95%
Return on Equity (ttm): 13.89%

 

 

Yes.  2015 was tough year for NS.

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    July 2006
  • 9,610 posts
Posted by schlimm on Saturday, January 16, 2016 1:53 PM

By way of full disclosure, I have no financial interest in any railroad, other than in an S&P 500 fund.   I also have disliked EHH since his IC days, and more recently here, when he was admired by many posters.

30 years ago, in 1985, the NSC had an operating margin of 18.9%

C&NW, CA&E, MILW, CGW and IC fan

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Saturday, January 16, 2016 1:04 PM

Good stuff!

I follow those quarterly reports from the railroads also, and Schlimm is absolutely right, there is "Schlimm pickins" (All in good fun!) over at NS compared to CP, plus lower than several other roads in addition to CP.

CSX just reported on 01/12/16 that their full year 2015 Operating Margin was 30.3% and their Profit Margin was 16.66% ($1.968 billion Net Income on $11.811 billion revenue). CSX has been lagging in those categories also along with NS. It will be interesting to see what the full 2015 data shows for NS and CP.

Of course, CN has been the "rock star" over the past several years, regularly converting 25% or more of revenue into Net Income.

Interestingly, CP has not been the only one gaining on CN in terms of percent of revenue turned in to Net Income.

UP is also gaining on CN, having a Profit Margin of 19.98% in 2013 and 21.59% in 2014.

We'll know the 2015 numbers for all other Class 1 railroads in the next two weeks.

CP and UP announce 2015 numbers on 01/21/16.

KCS announces 2015 numbers on 01/22/16.

CN announces 2015 numbers on 01/26/16.

BNSF being privately held does not do the same type of release as the others, but usually in late January or early February puts out a financial summary along with the 10-Q filing (they had an Operating Margin of 37.3% in 2015 Quarter 3 and 34.7% for 2015 Year To Date).

And Norfolk Southern just posted yesterday that they will release Fourth Quarter and Full Year 2015 numbers on 01/27/16.

  • Member since
    July 2006
  • 9,610 posts
Posted by schlimm on Saturday, January 16, 2016 12:08 PM

oltmannd

 

 
schlimm

 

 
oltmannd
oltmannd wrote the following post 1 hours ago: schlimm #1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS. Sounds like a PC way of saying "hypocrite" to me!

 

So if someone makes a factually accurate statement (with quotations) that you don't like, it is dismissed as PC?   Irresponsible nonsense, Don!

 

 

 

If someone says, "That guy often says things that just aren't very true."  wouldn't it be fair to paraphase as "That guy is a liar."?

 

 

Your roots are showing!  Not analogous to the CP comment on Fritz at all.

Here are some of the sort of comparative metrics business people and investors look at in an evaluation of any enterprise.  The differences tell the story.

for CP (through Sep 30):

Profitability
Profit Margin (ttm): 21.87%
Operating Margin (ttm): 38.64%
Management Effectiveness
Return on Assets (ttm): 9.19%
Return on Equity (ttm): 26.78%

for NS(through Sep 30): 

Profitability
Profit Margin (ttm): 15.71%
Operating Margin (ttm): 29.24%
Management Effectiveness
Return on Assets (ttm): 5.95%
Return on Equity (ttm): 13.89%

 

C&NW, CA&E, MILW, CGW and IC fan

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Friday, January 15, 2016 4:34 PM

schlimm

 

 
oltmannd
oltmannd wrote the following post 1 hours ago: schlimm #1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS. Sounds like a PC way of saying "hypocrite" to me!

 

So if someone makes a factually accurate statement (with quotations) that you don't like, it is dismissed as PC?   Irresponsible nonsense, Don!

 

If someone says, "That guy often says things that just aren't very true."  wouldn't it be fair to paraphase as "That guy is a liar."?

 

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Friday, January 15, 2016 4:31 PM

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    July 2006
  • 9,610 posts
Posted by schlimm on Friday, January 15, 2016 8:29 AM

oltmannd
oltmannd wrote the following post 1 hours ago: schlimm #1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS. Sounds like a PC way of saying "hypocrite" to me!

So if someone makes a factually accurate statement (with quotations) that you don't like, it is dismissed as PC?   Irresponsible nonsense, Don!

C&NW, CA&E, MILW, CGW and IC fan

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Friday, January 15, 2016 6:37 AM

schlimm
#1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS.

Sounds like a PC way of saying "hypocrite" to me!

schlimm
#2  By way of full disclosure, you should indicate that as an NS employee, your statements may be less than objective.

Perhaps, but a heck of a lot more knowledgible about NS than those who aren't.

Full disclosure has long been taken care of.  It's all in my blog. See link with signature.

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Thursday, January 14, 2016 9:27 PM

From Trains News Wire 01/14/16

 

CHICAGO — Speaking at the Midwest Association of Rail Shippers meeting in suburban Chicago, BNSF Railway Executive Chairman Matt Rose tells 
attendees that "there are enormous benefits of merger" for the industry.

"I think Chicago would be benefited from transcontinental mergers," he says, speaking of industry consolidation in general, not about any 
one specific proposal. "This is a really interesting opportunity.

"I'm not at all afraid of mergers," he adds.

Regarding the proposed combination of Canadian Pacific and Norfolk Southern, Rose says that BNSF will participate in the Surface Transportation Board's 
merger proceedings and seek input from its customers regarding the railroad's own actions. 

 

Might we be working up to the Berkshire, Nebraska & San Fernando transcontinental railway system?

 

  • Member since
    July 2006
  • 9,610 posts
Posted by schlimm on Thursday, January 14, 2016 9:13 PM

oltmannd

 

 
Norm48327

 

 
oltmannd

To summarize what we know so far:

NS doesn't want the merger.

UP doesn't want ANY merger.

BNSF says they will react with merger if CP NS goes through.

Several shipper groups are pubically against NS/CP

Several polititicians are publically against NS/CP

At least one large RR union is publically against NS/CP

No one, except CP is publically for CP/NS.

NS stock has dropped back to and below CP' "baseline value" for NS which indicates Wall St. believes the chances of merger are less than slim.

CP has not presented any quanitative analysis of value creation except to say they will get NS to be average North American RR. (N.B. nice that they avg the western roads into this benchmarking...)

It seems while NS has spent their time building a coalition of allies, CP has spent their time writing a fluffy white paper.

 

 

 

 

And Bill Ackman is not smiling. Big Smile

 

 

 

Best they could do today is call UP's Fritz a hypocrite.  Stay classy CP!

 

Get accurate.  

#1 The CP did not call Mr. Fritz a hypocrite.  It simply showed how previous statements made by Mr. Fritz were at variance with what he says about CP-NS.

#2  By way of full disclosure, you should indicate that as an NS employee, your statements may be less than objective.

C&NW, CA&E, MILW, CGW and IC fan

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Thursday, January 14, 2016 8:31 PM

Norm48327

 

 
oltmannd

To summarize what we know so far:

NS doesn't want the merger.

UP doesn't want ANY merger.

BNSF says they will react with merger if CP NS goes through.

Several shipper groups are pubically against NS/CP

Several polititicians are publically against NS/CP

At least one large RR union is publically against NS/CP

No one, except CP is publically for CP/NS.

NS stock has dropped back to and below CP' "baseline value" for NS which indicates Wall St. believes the chances of merger are less than slim.

CP has not presented any quanitative analysis of value creation except to say they will get NS to be average North American RR. (N.B. nice that they avg the western roads into this benchmarking...)

It seems while NS has spent their time building a coalition of allies, CP has spent their time writing a fluffy white paper.

 

 

 

 

And Bill Ackman is not smiling. Big Smile

 

Best they could do today is call UP's Fritz a hypocrite.  Stay classy CP!

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Thursday, January 14, 2016 8:26 PM

n012944

 

 
oltmannd

BTW mid Dec 2015 vs 4th Qtr 2015, NS train speed up 23%, dwell down 31%.  

 

 

It is amazing what happens to train speed when certain slow moving traffic dries up and MOW stops doing major work on the northern half of the system.

 

Traffic isn't off THAT much - and what is, is mostly coal.  

My point was CP's touting of EHH's velocity and dwell improvements at CP are really pretty hollow without context.  You are providing some context for NS's numbers.  Where's the context for CP's? They aren't providing any (except to say it doesn't include some "bad weather" periods - of their choosing.)

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    January 2001
  • From: Atlanta
  • 11,971 posts
Posted by oltmannd on Thursday, January 14, 2016 8:22 PM

Victrola1
Will the CP - NS stand off ever come to an artillery barrage of big bucks supporting an all out, over the top proxy assault? 

Perhaps.  But then will come the Russian winter of the STB!

-Don (Random stuff, mostly about trains - what else? http://blerfblog.blogspot.com/

  • Member since
    January 2015
  • 2,678 posts
Posted by kgbw49 on Thursday, January 14, 2016 7:27 PM

While the cruisers skirmish with their 6" guns, the "U.S.S. Texas" manuevers to bring its 14" guns to bear.....

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,819 posts
Posted by Ulrich on Thursday, January 14, 2016 3:38 PM

Good response from HH. Fritz has forgotten that UP is itself  the product of several large mergers. He should be looking to make his own deals.. maybe the UP should go after CSX or the NS. He's going to miss the boat if all he can do is poo poo HH's offer.

  • Member since
    December 2001
  • 1,486 posts
Posted by Victrola1 on Thursday, January 14, 2016 1:40 PM

CP responds to comments from Union Pacific CEO

​​Canadian Pacific (TSX:CP) (NYSE:CP) said today that it is surprised and disappointed by comments reportedly made by Union Pacific Corp.'s (UP) Chief Executive that UP is working behind the scenes with other railroads to support the status quo.....  

  http://www.cpr.ca/en/investors/cp-responds-to-comments-from-union-pacific-ceo

All quiet on the Western Front, Sept. 1939 - April, 1940 comes to mind.

A few pop shots were taken, but most of the missles flung were words. British bombers dropped propaganda leaflets on Germany. Dueling loud speakers blared at each other across the Maignot Line. Terms like, "Phoney War," and "Sitzkrieg" were applied to the fighting. 

The CP - NS struggle has so far has been been visible as a duel of press releases and white papers. 

Will the CP - NS stand off ever come to an artillery barrage of big bucks supporting an all out, over the top proxy assault? 

 

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