Trains.com

CN is winning the bidding war. What happens to CP after CN acquired KCS?

20146 views
105 replies
1 rating 2 rating 3 rating 4 rating 5 rating
  • Member since
    September 2003
  • 21,357 posts
Posted by Overmod on Monday, May 17, 2021 5:54 PM

CMStPnP
CP might sweeten its bid but if I were CP I would stand with the current offer and not increase it.    I think all along CN's strategy was to try and load up CP with debt rather than possess KCS.

This would explain CN going early to 'public' explanation of its perceived value... where this has its effect will be in the proxy fight between good fit and money.  That's too much money to ignore (which I think is why KCS formally considered CN's bid).

As with Hunter's buy-out at CSX, it remains to be seen what the stockholders vote to 'assume'.  And as with most plutocratic decision-making about governance, they deserve the compensation they receive and the kind of railroad operation governing their future "wealth" 

Ask Kerk Kerkorian about Chrysler and expedience...

  • Member since
    March 2020
  • 57 posts
Posted by wasd on Monday, May 17, 2021 6:50 PM

CMStPnP

Agree that CN is not going to get KCS even with a superior bid.    CP might sweeten it's bid but if I were CP I would stand with the current offer and not increase it.    I think all along CN's strategy was to try and load up CP with debt rather than possess KCS.    Pretty confident CP will get KCS at this point and CN will be left with it's current system and no concessions from CP.

I think there is still a substantial risk that CN obtains the KCS. CN may face more road blocks, but it isn't impossible that they will win.

Quote from the recent trains article:

Hatch, like other analysts, expects the STB to ultimately approve a CN-KCS combination.

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Monday, May 17, 2021 10:42 PM

CN could offer to sell the KCS Mainline KC-Shreveport-New Orleans to CP.

CP gets to the Gulf. Competition enhanced.

CN wants access to KC, Dallas, Houston and Mexico.

  • Member since
    May 2003
  • From: US
  • 24,940 posts
Posted by BaltACD on Monday, May 17, 2021 10:49 PM

kgbw49
CN could offer to sell the KCS Mainline KC-Shreveport-New Orleans to CP.

CP gets to the Gulf. Competition enhanced.

CN wants access to KC, Dallas, Houston and Mexico.

And CP doesn't want KC, Dallas, Houston & Mexico?  PishTosh!

Never too old to have a happy childhood!

              

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Tuesday, May 18, 2021 10:50 AM

BaltACD, I didn't say CP doesn't want to access those areas. Of course they do.

What I was saying in a short fashion is that because under the more stringent merger rules, which require enhanced competition, CN could give CP its own end to end route from the end of CP track in Kansas City all the way to New Orleans, through Baton Rouge and the refining-chemical area.

That would give CP the original KCS which is duplicative to the CN route from the Midwest to NOLA.

Whether that would be enough for the STB to approve the CN bid remains to be seen. Maybe they would require more CP trackage rights to other places.

But for the CN bid to "work" for CN, they need all the other track besides the original KCS more than they need the original KCS.

Note, I am not taking sides and rooting for one road over the other - just making some observations, is all. It is fascinating what might come out of this merger battle when the dust settles.

 

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,791 posts
Posted by Ulrich on Tuesday, May 18, 2021 1:10 PM

Going back to the OP's question.. i.e. what would happen to the CP in the event of a CN-KCS merger? Short answer.. it would remain a viable east west carrier with ports on both the east and west coasts. sure, it would be left as the smallest class 1 by far, but I don't believe that would necessitate having to merge with anyone. So they're smaller.. so what. They're still big enough to tap into all the economies of scale that the larger systems do, and a smaller railway has the advantage of being more manageable. And CP does have natural competitive advantages.. it is the shortest route from Western Canada to the central US..and its shorter to the East coast than its rival CN. CP would have no trouble surviving among its much larger peers in the same way that KCS has thrived on its own as the dwarf among giants all these years. 

  • Member since
    March 2003
  • From: Central Iowa
  • 6,827 posts
Posted by jeffhergert on Tuesday, May 18, 2021 5:12 PM

BaltACD

 

 
kgbw49
CN could offer to sell the KCS Mainline KC-Shreveport-New Orleans to CP.

CP gets to the Gulf. Competition enhanced.

CN wants access to KC, Dallas, Houston and Mexico.

 

And CP doesn't want KC, Dallas, Houston & Mexico?  PishTosh!

 

I think Mexico is the prize, not just getting to the gulf.

Jeff

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Tuesday, May 18, 2021 7:03 PM

Agree jeffhergert.

CP wants to get to the nearshoring growth in Mexico.

CN wants to get to the nearshoring growth in Mexico.

CP needs all of KCS to get to Mexico.

CN needs only part of KCS to get to Mexico.

CN can get there from the CN mainline in Jackson, MS to Shreveport, LA and thence south from there.

CN does not need the original KCS from KC to get to Mexico.

Hence, perhaps a spinoff of the KCS from KC to Shreveport and the KCS from Shreveport to NOLA to eliminate all the 2-to-1 shipper issues from Baton Rouge to NOLA could be part of their strategy.

CN did actually ask the STB to use the new rules on their proposed combination. So that was either bluster (could very well be) or they just might actually have a plan.

Interesting stuff!

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Tuesday, May 18, 2021 7:10 PM

A large Investment/Hedge Fund with significant holdings in both CN and CP has sent a letter to CN's CEO that his bid for KCS is a mistake and that the STB has signalled that they are likely to reject CN's acquisition of KCS. They also stated that if the Voting Trust is approved and the deal is denied they anticipate that CN would take a $15 to $18 billion dollar loss. If that happens they will demand an immediate resignation of CN's CEO.

TCI Fund letter 

  • Member since
    July 2016
  • 2,551 posts
Posted by Backshop on Tuesday, May 18, 2021 7:38 PM

Isn't TCI the hedge fund that used to own a lot of CSX stock and caused all kinds of problems about a decade ago?

  • Member since
    September 2011
  • 6,403 posts
Posted by MidlandMike on Tuesday, May 18, 2021 9:33 PM

If you want to see what will remain of KCS north of Shreveport if CN takes over, look no further than BC Rail for virtually all of its original line.  Maybe they would keep some rail around the endpoints, but would Rich Mountain become the next Tennessee Pass?

  • Member since
    September 2003
  • 21,357 posts
Posted by Overmod on Tuesday, May 18, 2021 9:42 PM

Backshop
Isn't TCI the hedge fund that used to own a lot of CSX stock and caused all kinds of problems about a decade ago?

Yes.

https://www.tcifund.com/

  • Member since
    March 2020
  • 57 posts
Posted by wasd on Wednesday, May 19, 2021 11:03 AM

Ulrich

Going back to the OP's question.. i.e. what would happen to the CP in the event of a CN-KCS merger? Short answer.. it would remain a viable east west carrier with ports on both the east and west coasts. sure, it would be left as the smallest class 1 by far, but I don't believe that would necessitate having to merge with anyone. So they're smaller.. so what. They're still big enough to tap into all the economies of scale that the larger systems do, and a smaller railway has the advantage of being more manageable. And CP does have natural competitive advantages.. it is the shortest route from Western Canada to the central US..and its shorter to the East coast than its rival CN. CP would have no trouble surviving among its much larger peers in the same way that KCS has thrived on its own as the dwarf among giants all these years. 

I don't think the comparison to KCS as it is today makes very much sense. KCS never had any direct competitors that did exactly what they did. The portion to Mexico kept them in the game as long as it did.

CN has a number of existing advantages over CP and their mainlines typically overwhelm CP's in terms of volumes. When CN gets KCS, a lot of new customers will shift to CN and growth will favour CN significantly as they would offer a single line routing to destinations across North America. CP will be left with their curvy and steeper lines, with no good connection betwee Chicago and Ontario. CP will be left as a small carrier with significant structural disadvantages. It will struggle long term.

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,791 posts
Posted by Ulrich on Wednesday, May 19, 2021 12:13 PM

beaulieu

A large Investment/Hedge Fund with significant holdings in both CN and CP has sent a letter to CN's CEO that his bid for KCS is a mistake and that the STB has signalled that they are likely to reject CN's acquisition of KCS. They also stated that if the Voting Trust is approved and the deal is denied they anticipate that CN would take a $15 to $18 billion dollar loss. If that happens they will demand an immediate resignation of CN's CEO.

TCI Fund letter 

 

Hopefuly CN takes these concerns seriously.. the downside if things go sideways  could wipe out a big chunk of CN's equity. Is it worth it?  In my opinion, no. CN already has a great network and doesn't really need a direct connection to Mexico.. (something that could be achieved without an expensive merger).. 

  • Member since
    January 2015
  • 2,623 posts
Posted by kgbw49 on Wednesday, May 19, 2021 1:55 PM

It is hard to see how CN can meet the requirement of the new merger rules to enhance competition unless there is significant divestment of portions of KCS as well as trackage or haulage rights. We will see!

  • Member since
    June 2009
  • From: Dallas, TX
  • 6,836 posts
Posted by CMStPnP on Wednesday, May 19, 2021 4:14 PM

kgbw49
It is hard to see how CN can meet the requirement of the new merger rules to enhance competition unless there is significant divestment of portions of KCS as well as trackage or haulage rights. We will see! Add Quote to your Post

Yup, I agree and now I am in with real money.   As I said before I think CP has a much more favorable relationship with shippers and regulatory agencies in the United States than CN does.    Bought 550 shares of CP today. 

Though CP is doing pretty well in my view without KCS and I disagree that it is game over if CN gets KCS.   I'm pretty confident CP has a plan B.   I don't think KCS is such a great deal for CN as it is for CP.

  • Member since
    February 2018
  • From: Flyover Country
  • 5,420 posts
Posted by York1 on Wednesday, May 19, 2021 4:23 PM

If I was heading a corporation, I'm not sure I would trust anything in a letter from TCI.

York1 John       

I asked my doctor if I gave up delicious food and all alcohol, would I live longer?  He said, "No, but it will seem longer."

  • Member since
    December 2017
  • From: I've been everywhere, man
  • 4,259 posts
Posted by SD70Dude on Wednesday, May 19, 2021 6:01 PM

Gates' investment outfit came out in support of this merger.  CN cares far more about their opinion than TCI's.

Greetings from Alberta

-an Articulate Malcontent

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,791 posts
Posted by Ulrich on Wednesday, May 19, 2021 6:35 PM

SD70Dude

Gates' investment outfit came out in support of this merger.  CN cares far more about their opinion than TCI's.

 

Nevertheless there are some serious downsides and costs that need to be considered if the CN bid falls apart... that's really all TCI is saying. 

My main concern with it is that CN for some reason only saw this golden once in a lifetime opportunity AFTER CP put in its bid. And then a couple of weeks later they quickly put in a higher offer of their own.. makes me wonder how much thought went into CN's proposal.. usually these things take more than a couple of weeks to identify and to put together. Just like Cascade and TCI, alot of us here are minority shareholders in one or both companies.. TCI is forcing CN to look at all the angles and to carefully consider the potential downside.. in a way that's what an activist investor is supposed to do, and really they're doing all of us a huge favor by (almost) shouting fire here. 

  • Member since
    December 2017
  • From: I've been everywhere, man
  • 4,259 posts
Posted by SD70Dude on Wednesday, May 19, 2021 6:57 PM

It would seem that CN decided they cannot allow CP to acquire KCS, and there is a point behind this.  A lot of our oil and chemical traffic must be interchanged to another railway (often KCS) for delivery to the U.S. gulf coast region, and a CP-KCS merger would put them in a much better position to compete for traffic like this.

I don't think CN really wanted to go after KCS, at least not at this time.  And I would actually prefer that no merger take place, so each individual railway could focus more on getting their own houses in order.  But I do understand why CN feels that going after KCS (even for a premium and perhaps inflated price) is preferable to allowing CP and KCS to merge.  Remember how NS responded when the CSX-Conrail merger was first announced.  

TCI and their hedge fund ilk are the wrong crowd to be crying about how a company could be damaged, after all they have done over the last 15 years.

Greetings from Alberta

-an Articulate Malcontent

  • Member since
    February 2018
  • From: Flyover Country
  • 5,420 posts
Posted by York1 on Wednesday, May 19, 2021 7:34 PM

SD70Dude
TCI and their hedge fund ilk are the wrong crowd to be crying about how a company could be damaged, after all they have done over the last 15 years.

 

Thumbs Up  Exactly!

York1 John       

I asked my doctor if I gave up delicious food and all alcohol, would I live longer?  He said, "No, but it will seem longer."

  • Member since
    February 2003
  • From: Guelph, Ontario
  • 4,791 posts
Posted by Ulrich on Wednesday, May 19, 2021 8:22 PM

I thought it was all about single line access to Mexico.. i.e. CN already has access to the Gulf via its own line. 

  • Member since
    December 2017
  • From: I've been everywhere, man
  • 4,259 posts
Posted by SD70Dude on Wednesday, May 19, 2021 8:42 PM

CN does not have direct access to the southwest Louisiana and Texas regions, which are full of refineries and chemical plants.  KCS does serve this region.  

My point was that a CP-KCS merger also has the potential to take away a lot more traffic that CN currently enjoys.

Greetings from Alberta

-an Articulate Malcontent

  • Member since
    June 2009
  • From: Dallas, TX
  • 6,836 posts
Posted by CMStPnP on Thursday, May 20, 2021 11:28 AM

So now CP tells KCS, they are not playing the CN game and they are not boosting their offer.    Which is exactly the stance I would take if I were running CP.    CP calls CN's offer "illusionary".   I think the CN offer will unravel and even if it does not with that load of cash available CP has other options open to it for the same or less money.    Interesting to see what CN's response is.     CP stock up slightly on the news.

  • Member since
    March 2016
  • From: Burbank IL (near Clearing)
  • 13,480 posts
Posted by CSSHEGEWISCH on Thursday, May 20, 2021 12:02 PM

The implication seems to be that CN is overpaying for Kansas City Southern and CP doesn't want to get into a bidding war like NS and CSX did for Conrail.

The daily commute is part of everyday life but I get two rides a day out of it. Paul
  • Member since
    October 2014
  • 37 posts
Posted by SteamRoller88 on Thursday, May 20, 2021 12:37 PM
KUDOS to CP I think CN knows they won’t get regulatory approval and wanted CP to outbid CN and CP themselves to hurt them financially.
  • Member since
    May 2003
  • From: US
  • 24,940 posts
Posted by BaltACD on Thursday, May 20, 2021 3:28 PM

SteamRoller88
KUDOS to CP I think CN knows they won’t get regulatory approval and wanted CP to outbid CN and CP themselves to hurt them financially.

I also feature that was CN's ploy from the outset - get CP to out bid itself.

Never too old to have a happy childhood!

              

  • Member since
    March 2020
  • 57 posts
Posted by wasd on Friday, May 21, 2021 11:19 AM

The merger agreement between CN and KCS is now official which means that the merger is now likely to happen. As noted before, the merger is likely to receive regulatory approval.

I think this makes official something that has been observed for a long time; CP is a glorified regional railroad with a poor reach.

If I was CP, my next move would be to lobby to get the revenue bar raised in order to be classified as a class 2 rather than a class 1.

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Friday, May 21, 2021 11:56 AM

wasd

If I was CP, my next move would be to lobby to get the revenue bar raised in order to be classified as a class 2 rather than a class 1.

 

 

CP is instead proceeding with it's plan to acquire KCS, they intend to file their formal plan with the STB in late June. 

 

CN had announced that their formal plan will be filed sometime in August. I would expect that we will hear about CN's Voting Trust in late June or early July.

  • Member since
    December 2001
  • From: NW Wisconsin
  • 3,857 posts
Posted by beaulieu on Friday, May 21, 2021 3:24 PM

A couple of other points to ponder. UP gets 2/3rds to 3/4ths of the northbound traffic off KCSdeM and will seek to retain that, both through actions at the STB, and though the marketplace. KCS and BNSF split the remainder. Also the Mexican legislature has been agitating to shorten the concession from 50 years(2047) to just 30 years (2027). The sale of KCS maybe just what they need as cover to change the deal.

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