Thursday, September 13, 2012

"Minor transaction" railroad merger

Received the following via email.

NS + CR = $1.2B (1985) vs. GWI + RA = $1.4B (2012)

The Surface Transportation Board just declared that it considers an offer by Genesee and Wyoming Inc. to absorb RailAmerica to be "a minor transaction as defined by our regulations."  The proposed cash transaction deal to combine the two largest short line and regional rail operators in North America is valued at about $1.4 billion.

By contrast, it is interesting to note in September, 2012 (while deliberately not taking into account over 27 years of inflation and increased railway valuation) that on February 8, 1985, Norfolk Southern's initial offer of $1.2 billion for the 85% of Consolidated Rail Corporation's stock not owned by the employees was accepted by then-U.S. Transportation Secretary Elizabeth Dole. After spending 18 months and a reported $10 million on trying to marshal support for its offer ('sweetened' to $1.9 billion on May 9, 1986), NS ultimately withdrew its formal bid to acquire Conrail on August 22, 1986.

Norfolk Southern never quite 'fell out of love' with 'Sweet Connie Blue Dress', though, and finally succeeded in acquiring 58% of Conrail for a $5.9 billion share in a $10.2 billion joint deal with CSX. Their application was approved by the STB on June 6, 1998. Ironically (coincidentally?), the effective "Control Date" of the STB's decision was set as...August 22, 1998, exactly one dozen years to the day from when NS pulled the plug on its first attempt to get 'Big Blue'. Judging by the long, bitter fight for Conrail's independence (remember "LET CONRAIL BE CONRAIL"?), I don't think Elizabeth Dole, nor then-Conrail Chairman L. Stanley Crane, ever considered the NS 1985 (or 1986) bid for CR to be "a minor transaction", by any definition!