As merger talk heats up, deep bench will advise rail regulator

STB also strengthening data, economic expertise 

(Photo: FreightWaves/Jim Allen)
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Key Takeaways:

  • The Surface Transportation Board (STB) is bolstering its expertise to evaluate potential Class I railroad mergers, hiring experts from rail operations, shipping, and policy.
  • Speculation surrounds potential mergers between major railroads (e.g., Union Pacific and Norfolk Southern, BNSF and CSX), though some involved parties have denied merger discussions.
  • The STB's 2001 merger rules will be tested if these mergers proceed, with the possibility of two major mergers undergoing concurrent evaluations.
  • The STB is strengthening its data and economic analysis capabilities to handle the complex decisions involved in evaluating potential mergers.
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While investors and railroads are reportedly exploring what would likely touch off the final round of Class I mergers, the regulatory chief who will help decide the issue has put together a deep bench of rail, shipper, and policy executives to help evaluate prospective deals as well as manage reforms at the agency.

Also, a source familiar with the board’s plans said, in recent months, the agency has prioritized strengthening its data and economic expertise, including through contracts and staffing.

The temporary expert hires as of May include Sharon Clark, who most recently retired as senior vice president regulatory affairs & compliance for Perdue AgriBusiness (. Clark worked at Perdue for 25 years, and has four decades of expertise in agricultural rail shipping, including with The Andersons (NASDAQ: ANDE) and Cargill . Clark also worked for trade groups in various capacities for the National Grain and Feed Association, National Grain Car Council, National Oilseed Processors Association Transportation Committee, North America Freight Car Association, and the National Freight Transportation Association.

Former BNSF and CN (NYSE: CN) executive Rob Reilly also joined the STB in May. Reilly has more than 30 years in rail operations, most recently as executive vice president-president and chief operating officer at Canadian National, where he improved safety records along with multiple service and efficiency marks. First at the Atchison, Topeka and Santa Fe Co. and then BNSF, Reilly ascended to vice president of operations for the southern transcon route reporting to longtime CEO Matt Rose. 

Consultant Chris Bertram held senior positions in the U.S. House of Representatives, Senate, and the Executive Branch in transportation policy and finance. The FAST Act, the longest surface transportation bill in 17 years, was enacted during his term as House Transportation & Infrastructure staff director, along with reauthorization of the STB and Amtrak, and he also served as chief financial officer for the Department of Transportation.

Looking ahead, the board, which issues approximately 400 decisions each year, will have complex tasks ahead.

The STB’s tougher merger rules established in 2001 have never been tested; the Canadian Pacific (NYSE: CP)-Kansas City Southern tie-up was granted a waiver because of the latter’s extensive operations in Mexico. 

As it is currently constituted, the board counts four members evenly split along party lines. Expectations are that a fifth member could be recommended in 2026 but no candidates have been publicly identified, and any approval timeline is uncertain. 

There has been no official confirmation of reports of merger discussions between Union Pacific (NYSE: UNP) and Norfolk Southern (NYSE: NSC) , or BNSF and CSX (NASDAQ: CSX); BNSF owner Warren Buffet on Tuesday denied his company had engaged Goldman Sachs to explore opportunities. 

But there is already speculation that eventually two mergers, each with extensive evaluations with lengthy timelines — may move along the adjudication process on concurrent tracks.

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Find more articles by Stuart Chirls here.

Related coverage:

BNSF aims to grow carload traffic with rail service upgrades

Report: Goldman Sachs advising BNSF on potential merger

Analysis: UP-NS rail merger spotlights individual legacies in a legacy business

Union Pacific, Norfolk Southern in merger talks: WSJ

Stuart Chirls

Stuart Chirls is a journalist who has covered the full breadth of railroads, intermodal, container shipping, ports, supply chain and logistics for Railway Age, the Journal of Commerce and IANA. He has also staffed at S&P, McGraw-Hill, United Business Media, Advance Media, Tribune Co., The New York Times Co., and worked in supply chain with BASF, the world's largest chemical producer. Reach him at stuartchirls@firecrown.com.