Conrail Case
Conrail
G455: Corporate Restructuring Team 7
1) Why does CSX want to buy Conrail?
In an industry beset by limited options to consolidate domestic rail traffic, CSX looked at Conrail as an avenue to increase market share and gain access to the North East rail network. With air travel, road travel and trucking taking an increasing share, significant revenue growth became difficult. As Conrail became profitable, Congress explored ways of privatizing it, giving CSX an opportunity to acquire Conrail. Though Conrail suffered from performance inefficiencies it had certain strengths relative to CSX and Norfolk with respect to highest revenue per mile of track operated, per carload originated etc. Conrail with operating revenue of $3,686 million and 29.4% of Eastern rail freight traffic was attractive enough for CSX to consider the merger. The joint entity would have $8.5b in rail revenue and would control the Eastern market with a market share of 70%. CSX estimated the acquisition to also create synergies resulting in consolidation of overlapping operations and not only increase the joint entity’s revenue through service improvements, but also the operating incomes through economies of scale. Cost synergies was expected to help in increasing the annual operating income by $370m and revenue increases was expected to help increase annual operating income by $180m. (Based on valuation of synergies, taking PV of terminal value, we estimate the gains in Operating Income to be equal to $3,047.13.) CSX expected the acquisition to improve the joint entity’s competitive position vis-à-vis Norfolk Southern as the joint entity’s rail networks would facilitate long-haul, contiguous and therefore low cost service. As Norfolk Southern lacked access to Northeast market it would be less able to provide long-haul routes from South or Mideast. The purchase of Conrail would thus provide CSX with control of the Eastern rail network. From a financial perspective, the projected revenue
G455: Corporate Restructuring Team 7
1) Why does CSX want to buy Conrail?
In an industry beset by limited options to consolidate domestic rail traffic, CSX looked at Conrail as an avenue to increase market share and gain access to the North East rail network. With air travel, road travel and trucking taking an increasing share, significant revenue growth became difficult. As Conrail became profitable, Congress explored ways of privatizing it, giving CSX an opportunity to acquire Conrail. Though Conrail suffered from performance inefficiencies it had certain strengths relative to CSX and Norfolk with respect to highest revenue per mile of track operated, per carload originated etc. Conrail with operating revenue of $3,686 million and 29.4% of Eastern rail freight traffic was attractive enough for CSX to consider the merger. The joint entity would have $8.5b in rail revenue and would control the Eastern market with a market share of 70%. CSX estimated the acquisition to also create synergies resulting in consolidation of overlapping operations and not only increase the joint entity’s revenue through service improvements, but also the operating incomes through economies of scale. Cost synergies was expected to help in increasing the annual operating income by $370m and revenue increases was expected to help increase annual operating income by $180m. (Based on valuation of synergies, taking PV of terminal value, we estimate the gains in Operating Income to be equal to $3,047.13.) CSX expected the acquisition to improve the joint entity’s competitive position vis-à-vis Norfolk Southern as the joint entity’s rail networks would facilitate long-haul, contiguous and therefore low cost service. As Norfolk Southern lacked access to Northeast market it would be less able to provide long-haul routes from South or Mideast. The purchase of Conrail would thus provide CSX with control of the Eastern rail network. From a financial perspective, the projected revenue