Fortune | FORTUNE 21小时前
Even the railroad barons never did this: an $85 billion merger stretching from coast to coast
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联合太平洋铁路公司(Union Pacific)与诺福克南方铁路公司(Norfolk Southern)宣布拟进行合并,旨在打造一个覆盖美国东西部地区的统一铁路网络。此次合并若获批,将可能改变美国铁路行业的竞争格局,并对国内物流效率产生深远影响。合并提案的关键在于优化货物运输流程,尤其是在原材料和制成品跨区域输送方面。然而,监管机构对铁路行业合并的审查标准极高,主要源于过往整合带来的交通拥堵和效率下降的经验教训。合并能否成功,不仅取决于双方的谈判,更取决于监管机构的审批,以及对行业未来竞争态势的考量。

🤝 联合太平洋与诺福克南方拟合并,旨在创建一个覆盖美国东西部地区的统一铁路网络,以期提高货运效率。此次合并若成功,将是美国铁路行业历史上的重要一步,可能改变全国范围内的物流格局。

💰 联合太平洋提出的合并方案包括200亿美元现金和一股股票,以换取诺福克南方公司的股份。按照此方案,诺福克南方股东每股可获得一股联合太平洋股票和88.82美元现金,整体交易价值约为每股320美元,高于近期市场价格。

⚖️ 此次合并将面临美国反垄断监管机构的严格审查,因为过去的行业整合曾导致大规模的交通延误和拥堵。监管机构设定的高标准意味着合并获批难度较大,需要证明其对行业和消费者有利。

📈 若合并得以批准,可能引发行业内其他主要铁路公司,如BNSF和CSX,以及加拿大国家铁路和CPKC的进一步整合压力,以应对新的竞争环境,最终可能导致美国铁路行业进一步集中。

⏳ 双方预计在未来六个月内提交审批申请,并希望能在2027年初获得批准。此过程将涉及与监管机构的深入沟通和潜在的条件协商,以确保合并符合行业发展和公众利益。

The proposed merger, announced Tuesday, would marry Union Pacific’s rail network in the West with Norfolk’s rails that snake across Eastern states.

The nation was first linked by rail in 1869, when a golden railroad spike was driven in Utah to symbolize the connection of East and West Coasts. Yet no single entity has controlled that coast-to-coast passage that so many businesses rely on.

The railroads said the tie-up would streamline deliveries of raw materials and goods across the country. The AP first reported the merger talks earlier this month a week before the railroads confirmed the discussions last week.

Any deal would be closely scrutinized by antitrust regulators that have set a very high bar for railroad deals after previous consolidation in the industry led to massive backups and snarled traffic.

But if the deal is approved, the two remaining major American railroads — BNSF and CSX — will face tremendous pressure to merge so they can compete. The continent’s two other major railroads — Canadian National and CPKC — may also get involved.

Union Pacific is offering $20 billion cash and one share of its stock to complete the deal. Norfolk Southern shareholders would receive one UP share and $88.82 in cash for each one of their shares as part of the deal that values NS at roughly $320 per share. Norfolk Southern closed at just over $260 a share earlier this month before the first reports speculating about a deal.

Union Pacific’s stock rose slightly to $229.35 in premarket trading, while Norfolk Southern’s stock dipped more than 2% to $279.95.

Union Pacific CEO Jim Vena, who has been championing a merger, said the deal could make it possible for lumber from the Pacific Northwest and plastics produced on the Gulf Coast and steel made in Pittsburgh to all reach their destinations more seamlessly.

“Railroads have been an integral part of building America since the Industrial Revolution, and this transaction is the next step in advancing the industry,” Vena said.

A combined Union Pacific and Norfolk would have an advantage because they won’t have to hand off shipments in the middle of the country anymore, enabling them to make deliveries more quickly and likely at a lower rate.

U.S. railroads have already gone through extensive consolidation. There were more than 30 major freight railroads in the early 1980s. Today, six major railroads that handle the majority of shipments nationwide.

Rival BNSF, owned by Berkshire Hathaway, has the war chest to pursue an acquisition of it chooses. CEO Warren Buffett is sitting on more than $348 billion cash and he may be interested in completing one last major deal before he gives up his role as chief exeucutive at the end of the year.

Last week Buffett threw cold water on reports that he had enlisted Goldman Sachs to advise him on a potential rail deal in an interview with CNBC, but given that he rarely uses investment bankers that doesn’t mean that he and his successor, Greg Abel, aren’t considering their options. After all, Buffett reached the agreement to buy the rest of BNSF for $26.3 billion in a private meeting with the CEO in 2009.

Yet there’s widespread debate over whether a major rail merger would be approved by the Surface Transportation Board, which has established a high bar for consolidation in the crucial industry.

That’s largely because of the aftermath of an industry consolidation nearly 30 years ago that involved Union Pacific. Union Pacific merged with Southern Pacific in 1996 and the tie-up led to an extended period of snarled traffic on U.S. rails. Three years later, Conrail was divvied up by Norfolk Southern and CSX, which led to more backups on rails in the East.

However, just two years ago, the STB approved the first major rail merger in more than two decades. In that deal, which was supported by big shippers, Canadian Pacific acquired Kansas City Southern for $31 billion to create the CPKC railroad.

There were some unique factors in that deal that combined the two smallest major freight railroads. The combined railroad, regulators reasoned, would benefit trade across North America.

Union Pacific and Norfolk Southern said they expect to submit their application for approval within the next six months and hope the deal would get approved by early 2027.

On Tuesday, Norfolk Southern reported a $768 million second-quarter profit, or $3.41 per share, as volume grew 3%. That’s up from $737 million, or $3.25 per share, a year ago, but the results were affected by insurance payments from its 2023 East Palestine derailment and restructuring costs.

Without the one-time factors, Norfolk Southern made $3.29 per share, which was just below the $3.31 per share that analysts surveyed by FactSet Research predicted.

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联合太平洋 诺福克南方 铁路合并 物流 行业整合
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