Union Pacific and Norfolk Southern would try to sell some of their ownership stakes in the Terminal Railroad Association of St. Louis, Kansas City Terminal Railway and TTX Company if their merger is approved, according to new filings with the U.S. Surface Transportation Board.
In May, the federal regulator tentatively accepted UP’s application to acquire NS, but requested additional information about a number of topics. On July 7, UP and NS filed the first portion of that request with information about how they would handle companies that they jointly own with other Class Is. The primary railroads in question include TRRA in St. Louis, which they jointly own with BNSF Railway, CSX and Canadian National, and KCT, which is owned with BNSF and CPKC.
In the revised filing, UP and NS officials accused the other Class Is of using the terminal railroads as pawns in their effort to delay the proposed merger, one that would create a 50,000-mile rail system across 43 states. For example, UP called a meeting of the TRRA board to discuss how the joint ownership of the railroad would be handled following a UP-NS merger. But none of the other Class Is showed up to the meeting. UP owns 42.84 percent of TRRA, and NS, BNSF, CSX and CN each own 14.29 percent of the railroad. One solution proposed by UP-NS is to split up NS’s shares among the other railroads so UP would not own more than 50 percent of TRRA. Another suggestion calls for handing over NS’s shares to a new railroad altogether. Similar solutions were suggested for KCT and TTX. TTX, the freight car provider and manager, is jointly owned by the six American Class Is plus Ferromex.
UP and NS said they intend to provide more information about their merger to the STB before a July 27 deadline.
—Justin Franz


