Step onto the captivating world of Hotrail Productions, where the magic of lights, camera, and trains combines to create an unforgettable experience. I travel all over the country photographing railroad history in the making. My footage dates back to 1995. Whether it's a thrilling action sequence or a heartwarming romantic scene, the railway has long been a favorite setting for filmmakers and TV producers.
Experience the thrill as a westbound CSX intermodal train crosses the iconic Illinois Central diamonds in Effingham, Illinois! Featuring the rare EMD SD70MAC alongside a familiar GEVO. Did you know Amtrak's NATIONAL LIMITED made a stop here until 1979?
Market-share data, lack of full merger agreement, TRRA transaction cited is STB ruling that application is incomplete
Federal regulators have rejected the Union Pacific-Norfolk Southern merger application as incomplete. David Lassen
WASHINGTON — The Surface Transportation Board today issued a setback
to Union Pacific’s effort to acquire Norfolk Southern, rejecting the
railroads’ merger application as incomplete — although that move offers
little clue to the eventual prospects for the first transcontinental
merger.
The decision will slow the merger process, requiring the two
railroads to rework three areas where the board found fault with the
original 6,692-page application filed in December. UP and NS have until
June to submit a revised application, but are not expected to need that
long.
The board said in its 15-page decision
that it rejected the application based on problems with market-share
data, the failure to include the complete merger agreement between the
two railroads, and how the application addressed control of the Terminal
Railroad Association of St. Louis.
To the first point, the board found a disconnect between the
application’s projections of extensive growth and its use of 2023 data
to define the market share that would be controlled by the merged
railroads. “The application does not contain future market share
projections showing the combined effects of merger-related growth,
diversions, and merger-influenced and other changes to market conditions
that Applicants anticipate,” the board said in a press release.
“Today’s decision finds that Applicants’ market impact analyses must
necessarily project market shares beyond the transaction’s consummation
date, and therefore that the application does not include the ‘projected
market shares’ as required,” the release says.
The board also agreed with the contention made by other railroads
that the application was incomplete because it did not include all of
the merger agreement between UP and NS, omitting a section on terms that
would allow UP to walk away from the transaction. The lack of that
information means the application does not, as required, contain all
“contract[s] or other written instrument[s] … pertaining to the proposed
transaction,” the board found, and also did not justify the decision to
withhold that information.
Finally, the UP-NS application treated the disposition of the TRRA as
a minor transaction, but the board ruled it is a significant
transaction, which in itself requires a more detailed application.
Because the application regarding the TRRA is incomplete, the larger
UP-NS application is also, the board said.
The TRRA is jointly owned by UP, NS, BNSF Railway, Canadian National,
and CSX. The merger would give UP a controlling interest, although the
merger application says UP plans to divest the share that would give it
control. The TRRA application connected to the UP-NS deal addresses
control if divestiture cannot be completed by the time the UP-NS deal is
consummated.
The board noted that commenters had argued that the application was
incomplete in other ways, but said it would not reject the application
on those grounds, but reiterated that “should the applicants choose to
file a revised application, nothing prevents Applicants from making
additional changes to improve their Application now that they have
received comments from other stakeholders.”
The board said in its press release that today’s decision “should not
be read as an indication of how the Board might ultimately assess any
future revised application.”
And there is recent precedent for rejection of an application that
was ultimately approved. The initial CSX application to acquire Pan Am
Railways was rejected for lacking all necessary market analysis [see “Federal regulators reject CSX-Pan Am merger application …,”
Trains.com, May 26, 2021.] An updated application was filed three
months later and accepted by the STB; the board went on to approve that
application in April 2022 [see “Regulators approve CSX Transportation’s acquisition …,” April 14, 2022].
UP and NS have until Feb. 17 to inform the board if they will file an
updated application, and until June 22 to complete that filing. An
analyst note from financial services company Baird estimated this week
an updated application could take 30 to 90 days to complete.
Union Pacific’s response to the decision was terse: “Union Pacific
will provide the additional information requested by the Surface
Transportation Board.”
Other Class I railroads welcomed the news.
The longest comment came from Canadian National, which this week
asked the STB to compel UP and NS provide more information. CN said the
board had “rightly” rejected the application.
“Simply put this application is missing the last mile,” CN
said. “This decision reinforces that a merger of this scale cannot be
assessed on omissions or partial disclosure and must be evaluated on a
full and transparent record, as required by the heightened standards
under the new merger rules. …
“As noted earlier, applicants had refused information critical to
understand their perspectives on anticipated competitive harms and
inform the Board’s public-interest and competitive analyses. The Board
rightly found that applicants needed to provide that information.”
BNSF Railway said it applauded the STB decision “based on the
application lacking core information critical to determining the
proposed merger’s impact on competition. We also appreciate the STB’s
willingness to consider the views of all stakeholders as part of the
regulatory review process.”
CSX said similarly, “We appreciate the Surface Transportation Board’s
thorough review and consideration of public and stakeholder input. We
will continue to actively participate in the STB’s review process to
ensure CSX remains well-positioned to compete, reinvest in our network,
and deliver best-in-class service for our customers.”
CPKC had the briefest response: “Today’s decision clearly
demonstrates what we have believed from the beginning, that the Surface
Transportation Board will thoroughly review and carefully consider this
proposal.”
At Milford Junction, a tiny eastbound CSX auto train crosses the NS Ex-Big Four Goshen Line.
Power:
CSX ES44DC #5249
CSX AC4400CW #106
Filmed on 8/30/22
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A northbound Norfolk Southern mixed freight rumbles over the CSX Willard
Sub diamonds at Milford Junction, Indiana. He is running on the former
Big Four Goshen Line, more commonly known as The Marion Branch. Power is
a GE ES40DC and a GE C44-9W.
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Experience the action in Morton Grove, Illinois, as a southbound Amtrak
Hiawatha train glides by on the historic Milwaukee Road C&M main,
powered by two sleek Siemens "Charger" units in a dynamic "pull-pull"
setup!
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This is a forlorn walkthrough of the railroad interlocking at Walkerton, Indiana. At one time, this was a triangle of diamonds-the NYC Kankakee Belt Line, B&O Garrett Sub, and NKP IMC Line all crossed here. KN tower was located in the middle of the triangle, and was reduced from three stories to two. The NYC became PC and then Conrail; it was finally torn up in 1983. The tower was used by CSX until at least the late 1990's, although I do not know when it was decommissioned. It was not listed as an open office in the CSX timetable as of 4/1/89. Over the years the tower has deteriorated; note the boarded up windows, missing bricks, chucks taken out of the roof's edge, and of course, the broken glass. The faded CSX logo is a foreshadowing of what is to come; the wrecking ball.
The Ex-NKP IMC Line is now operated as the Elkhart & Western; they rarely come this far north. The line ends at the Indiana 104 crossing about a mile north of here. The short line store tank cars in the woods north of the junction. The IMC Line is so-named because it ran from Indianapolis to Michigan City. Note the electric derails north and south of the diamonds. The northbound home signal was replaced with a color-light signal a year prior to this visit.
CSX's double-track ex-B&O mainline remains busy to this day. A section camp is located south of the tracks.