As expected, Union Pacific and Norfolk Southern on Wednesday submitted a pre-filing with the Surface Transportation Board regarding UP’s proposed $85 billion acquisition of NS.
The Notice of Intent to File Application for Approval of Transaction, Finance Docket 36873, officially notifies the competition regulator that UP (NYSE: UNP), through wholly-owned subsidiary Ruby Merger Sub 1 Corporation, is seeking control of Norfolk Southern Corp. (NYSE: NSC), and its NS railroad unit.
The acquisition would create a company with a capitalization in excess of $250 billion, operating more than 52,000 miles of track in 43 states.
The five-page document stated that UP and NS anticipate filing their formal application with the STB on or before Jan. 29, 2026. That document, which initiates the formal review, will address a wide range of factors, from business and operational concerns to environmental and community impacts. It will also mark the first time tougher merger rules written in 2001 will be tested.
The White House, Justice Department, and Federal Railroad Administration will submit their own recommendations as part of the STB’s review.
The filing notes that the proposed agreement represents a “major transaction” under federal law, because it involves two Class I railroads.
NS is represented by Washington law firm Sidley Austin LLP; Covington & Burling LLP, also of Washington, is representing UP.
In the filing UP and NS said the deal “represents an unprecedented opportunity to create America’s first transcontinental railroad, which will transform the U.S. supply chain, unleash the industrial strength of American manufacturing, and create new sources of economic growth and workforce opportunity.”
The railroads touted their “highly complementary networks,” and that current customers “will benefit from a faster, more efficient, and more reliable network that provides single-line service from coast to coast, linking approximately 100 ports and nearly every corner of North America.”
Shippers in the Ohio Valley and Mississippi River watershed of the country, seen as underserved by rail, will have new options that are more accessible, sustainable, and lower cost for both manufacturers and consumers.
“The combined UP-NS will produce rail volume growth that will drive additional employment opportunities in towns and cities across the combined rail network and generate economic growth in communities across the United States.
“The combined company will also compete more effectively with Canadian railroads to win back U.S. freight volume and American jobs.”
The last statement references the 2023 merger of Canadian Pacific and Kansas City Southern, which created CPKC (NYSE: CP) the only single-line railroad serving Mexico, the United States, and Canada.
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Find more articles by Stuart Chirls here.
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