The Surface Transportation Board (STB) has found five of the seven U.S. Class I railroads to be revenue adequate for 2020: BNSF, CSX, Kansas City Southern, Soo Line (the U.S. affiliate of Canadian Pacific) and Union Pacific.
Surprise, surprise: On Sept. 4, 2021, four days after the Surface Transportation Board slammed the door shut on the CN-Kansas City Southern voting trust, effectively killing the proposed merger of the two Class I’s, the KCS Board of Directors has unanimously determined, after consultation with outside legal and financial advisors, that the “unsolicited proposal” received from Canadian Pacific on Aug. 31, 2021 to acquire KCS in a cash and stock transaction valued by CP at $300 per KCS share “could reasonably be expected to lead to a ‘Company Superior Proposal’ as defined in KCS’s merger agreement with CN.”
There’s an 800-pound British gorilla pounding on the door of CN’s boardroom. He’s pissed, beating his chest, and licking his chops. He’s not going away until he cleans house. He’s Sir Chris Hohn, and the activist hedge fund he leads, TCI Fund Management Ltd., on Aug. 30 became a “beneficial owner” of CN, grabbing 5.2% of the railroad’s shares, putting Hohn and his business partner, Ben Walker, in a position to make CN an offer it probably can’t refuse.
UPDATED SEPT. 3, 2021: The United States Surface Transportation Board—as expected by many industry observers and financial analysts—on Aug. 31, 2021, by unanimous vote, rejected the CN-Kansas City Southern voting trust, effectively killing the merger, and opening the door for Canadian Pacific to re-engage with KCS on the CPKC (“Canadian Pacific Kansas City”) deal it struck with KCS on March 21, albeit with a sweetened offer. KCS postponed its Sept. 3 shareholder meeting to vote on the CN offer until 9 a.m. (CT) on Sept. 24. It is now “evaluating its options,” which includes considering CP’s offer.
On Aug. 30, 2021—the day before the Surface Transportation Board rejected the voting trust for the proposed CN/Kansas City Southern merger—TCI Fund Management Ltd. filed a Schedule 13D form with the U.S. Securities and Exchange Commission to report that it had increased its stake in CN to 5.2%. TCI already is CN merger rival Canadian Pacific’s second-largest shareholder. Some industry observers found TCI’s move “interesting” and “critical” as the activist hedge fund has strongly objected to CN’s merger attempt with KCS.
For investors, industry watchers and rail consumers, August has been either the most interesting or frustrating month to date in the reality dating show, “I Want to Buy a Class I Railroad.”
Savage has completed construction of its CPT Chicago Transload terminal for lumber and building materials at Canadian Pacific’s Bensenville, Ill., rail yard.
Kansas City Southern (KCS) stockholders will now vote on the “definitive merger agreement” with CN on Sept. 3, 2021, KCS reported.
Jim Blaze takes a technical look at the Class I’s responses to the STB’s inquiry on intermodal from his experience dating back to 1968.
Yet another potentially game-changing moment for Kansas City Southern in the railroad version of the Super Bowl—the merger tug-of-war between rival Canadian teams, taking place on the Surface Transportation Board playing field before head official Marty Oberman, this one not entirely unexpected: The KCS board has called a timeout (postponed) the Aug. 19 shareholder vote on accepting or rejecting CN’s power-play* offer until the STB rules on the CN/KCS voting trust. Will Canadian Pacific pull off a hat trick?*