CN files STB request to set schedule for voting trust review

CN yesterday filed with the Surface Transportation Board a request to establish a procedural schedule for review of the voting trust that CN intends to use for its planned merger with Kansas City Southern.

CN's filing also includes the merger agreement with KCS that was finalized on May 13, when KCS deemed CN's proposal superior and announced its intention to terminate the previously executed March 21 merger agreement with Canadian Pacific.

CN leaders are confident the Class I can gain approval for the voting trust and ultimately close the combination with KCS, and look forward to the STB promptly setting forth its timetable for reviewing the voting trust, they said in a press release.

In its filing, CN requested that the STB adopt a procedural schedule for a brief public comment period on CN's voting trust agreement. CN's proposed voting trust structure has been public since April 26, 2021 and has identical terms and uses the same trustee as CP's recently approved voting trust.

CN is preparing a renewed motion for the STB to approve its proposed voting trust to be filed on or before May 21. In this filing, the Class I plans to show that the significant public benefits of the transaction can be achieved only through use of a voting trust, and that these benefits substantially outweigh any potential public interest harm, CN officials said.

CN will also demonstrate that its strong balance sheet, cash flows and credit ratings profile provide certainty that the company has the financial integrity to satisfy the STB's public interest analysis, they added.

CN's filing may be read here.

In response to CN’s proposed three business-day comment period on the voting trust, CP sent a letter to the STB stating CN's voting trust timetable is "not constructive and not serious."

CP's full letter can be read here.