G&W to acquire P&W

Topics relating to the operation of the P&W Railroad, which is a subsidiary of Genesee and Wyoming. Regional freight railroad based in Worcester and operating in Massachusetts, Rhode Island, Connecticut and New York.
Official web-site: http://www.pwrr.com/

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Re: G&W to acquire P&W

Postby lakest101 » Thu Oct 13, 2016 10:55 am

From the office I see:
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Boston Surface Railraod Compnay, Inc.
1 Depot Sq
Woonsocket, RI 02895
(401) 216-8800
info@bsrc.com
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Re: G&W to acquire P&W

Postby daylight4449 » Thu Oct 13, 2016 12:24 pm

New England pols may not look kindly at GWI ending the P&W legacy of passenger excursions.

But does P&W pay the insurance on the excursions? Unless I'm mistaken they're all sponsored and paid for by other parties. And G&W does have at least one property that hosts excursions over part of their route. Specifically the Lebanon, Mason and Monroe which operates over track owned by the Indiana and Ohio... If GWI had a problem with someone running passenger traffic on their routes then the LM&M would've gone out of business three years ago after the RA sale.
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Re: G&W to acquire P&W

Postby lakest101 » Thu Oct 13, 2016 2:44 pm

P&W listed Passenger Excursions as 1.3% of their annual revenue last year. GWI in August sent out a stockholder presentation listing P&W revenue at 35M (same). This makes a good case that the Polar Express (the largest excursion and working on its 8th year) at least has the presumption of continued service. The STB is specifically in place to prevent unusual or excessive rate or terms changes on the parts of the railroads.
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Re: G&W to acquire P&W

Postby johnpbarlow » Fri Oct 21, 2016 4:11 am

G&W rebutted the replies of parties who ask for conditions to be added to its acquisition of P&W.

Re: the only shipper who raised a negative concern about its prior experience with a G&W subsidiary, American Rock Salt (ARS), G&W's rebuttal was

While ARS complains about lack of cooperation from its serving carrier in New York State, ARS presents no evidence to support its concerns that the proposed acquisition of control of P&W will exacerbate its issues. Indeed, ARS in its reply does not suggest that there is any condition that would address its concerns, nor does it request any condition. ARS has not demonstrated any specific rail route or rail service option that would become unavailable as a result of the proposed transaction to a shipper. While it is unfortunate that ARS is not happy with its unrelated serving carrier, the replies of the other shippers show that ARS's experience is unique. No conditions to protect shippers have been requested, nor are any justified.


Re: the other parties who replied that G&W require P&W to continue to negotiate with Boston Surface RR as well as continue to facilitate P&W's legacy of passenger train excursions, G&W said the following:

...Notwithstanding, GWI has no intention, assuming its control of P&W is approved, of having P&W seek to avoid its contractual obligations. GWI confirms that P&W will comply
with the preliminary agreement and continue to negotiate in good faith with BSRC. GWI cannot guarantee the result of the negotiations; BSRC's request that GWI agree that P&W will allow
BSRC to operate over the P&W's tracks would circumvent the existing preliminary agreement between BSRC and P&W to negotiate in good faith, and should not be imposed by the Board.
See Metra, supra. GWI also commits that it will agree to an extension of the current due diligence period from December 31, 2016, until March 31, 2017, if BSRC has not completed its
due diligence because completion has been delayed as a result of the control proceeding.

Additionally, P&W will fulfill its agreements to provide excursion service for BVTC for the 2016 season. Moreover, GWI commits that P&W will also agree to negotiate similar arrangements with BVTC to provide seasonal excursion service in 2017. Thereafter, P&W will review BVTC's requests for excursion service on a year-to-year basis just as P&W has done in the past...


Re: concerns voiced by two of P&W's labor unions, G&W said:

In the event this language is not clear, GWI specifically confirms that post-closing, P&W does not intend to terminate or displace any P&W covered employees as a result of the proposed transaction. P&W will continue to honor all current CBAs, and to negotiate all expired CBAs in good faith. For the foreseeable future, there will be no adverse effect on P&W covered employees because work will continue to be performed under existing CBAs by the same P&W covered employees who are currently performing the work. There will be no adverse actions with respect to covered employees as a result of the proposed transaction unless and until P&W first provides its covered employees and their union representatives with at least 90 days' notice, and compliance with the other requirements of Section 4 of the New York Dock conditions. GWI is not seeking to avoid the imposition of New York Dock conditions, or the obligation (post-closing) to give notice and negotiate an implementing agreement if and when appropriate.


https://www.stb.gov/filings/all.nsf/ba7f93537688b8e5852573210004b318/4294a600f8e3227f85258052006ca30c/$FILE/241818.pdf
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Re: G&W to acquire P&W

Postby stvigi » Sun Oct 30, 2016 9:11 am

The sale has been approved.

October 26, 2016 12:46 PM Eastern Daylight Time

WORCESTER, Mass.--(BUSINESS WIRE)--Shareholders of Providence and Worcester Railroad Company (“PWRR”) (NASDAQ:PWX) today approved the proposed acquisition of PWRR by Genesee & Wyoming Inc. (“G&W”) (NYSE:GWR) pursuant to the previously disclosed Merger Agreement, dated as of August 12, 2016 (the “Merger Agreement”) at its special meeting of shareholders.

http://www.businesswire.com/news/home/2 ... cquisition
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Re: G&W to acquire P&W

Postby F-line to Dudley via Park » Sun Oct 30, 2016 10:34 am

By shareholders. Handoff isn't official-official until the STB grants blessing, but aside from the couple not-too-thorny negative filings discussed in the last several posts the support statements from customers and other RR's have been so overwhelmingly favorable that approval should be imminent.
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Re: G&W to acquire P&W

Postby Dick H » Tue Nov 01, 2016 9:56 pm

G&W continuing fees on defunct railway in Nova Scotia
From the Chronicle Herald

http://thechronicleherald.ca/novascotia ... frustrated

Maybe G&W will not be the great white knight in MA, RI and CT after all.
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Re: G&W to acquire P&W

Postby daylight4449 » Thu Nov 03, 2016 2:36 pm

And what does that have to do with the price of fish? While I'll agree that this is rather scummy, take it up with the people who send out the bills for that division of the company...
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Re: G&W to acquire P&W

Postby Dick H » Fri Nov 04, 2016 6:39 am

The G&W decisions in Nova Scotia are likely being made by one or more bean counters
deep inside the corporate headquarters and it may take some time for those same
bean counters to get their paws around the operations at P&W, but you can be sure
if there is any question about some policy or procedure that noticeably effects the
bottom line, the bottom line will come out on top every time.
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Re: G&W to acquire P&W

Postby oibu » Fri Nov 04, 2016 10:15 am

WOW is all I can say about what GWI is doing in NS. Illegally multiplied the maximum billed by orders of magnitude above the legal cap, and continuing 2 years post-service to bill landowners for their crossings to be maintained. By any definition, that is a bad actor, and there is no excuse for any "bean counters" to still be up to these antics after this much time has passed since service was shut down. 2 months maybe, but not 2 years.

It seems every day I find another reason to like GWI a little bit less...
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Re: G&W to acquire P&W

Postby cjvrr » Fri Nov 04, 2016 12:57 pm

Not that familiar with the NS operation but doubt the adjacent landowners are just paying for the crossing maintenance. Its probably an annual fee for the ability to have their driveway cross the railroad property (including the tracks). If crossing lights, gates, etc are in place those also have to be maintained even if out of service.

Be no different if you had a driveway crossing my private property and I had you pay an annual fee to do so.

However the cost may be something that needs to be re-negotiated.
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Re: G&W to acquire P&W

Postby YamaOfParadise » Fri Nov 04, 2016 4:23 pm

One has to remember that GWI and its railroads are not a single entity; it's a massive behemoth of hundreds of different railroad managements that utilize the scales of economy on some shared resources to help. Each individual railroad is more than just a 'paper' railroad, generally... so this is just a problem up north there, not some kind of weird all-applying corporate policy. As others said, it's someone who's trying to please their boss most likely (and that boss is trying to please another boss, so on and so forth up the chain...) : it doesn't look good for an employee to go "aw crap" at noticing that that billing was wrong, correcting it, and then suddenly there's $19000 less in the company coffers.
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Re: G&W to acquire P&W

Postby v8interceptor » Wed Dec 07, 2016 1:33 pm

One of the local TV stations in Rhode Island shows stock prices for companies of local interest during their morning newscast. For the last few weeks Providence and Worcester stock has shown a $0.00 price with 0.00 change up or down. Does this mean that G&W has finished acquiring all outstanding shares?
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Re: G&W to acquire P&W

Postby johnpbarlow » Thu Dec 08, 2016 5:36 am

Yes, G&W purchased all the P&W shares as of November 1, 2016 and established arms length ownership of P&W via a voting trust such that G&W doesn't yet control P&W.

Also, G&W filed a letter with the STB yesterday requesting a decision on the full merger of P&W into the G&W family:

https://www.stb.gov/filings/all.nsf/ba7f93537688b8e5852573210004b318/d992c1efd3debdbc852580820054d96f?OpenDocument

Interesting excerpt:
Although closing has taken place, it is still imperative to receive a decision from the Board to eliminate the uncertainty and short-term focus of the voting trust operations. P&W has already
seen several employees resign (including 3 of 8 dispatchers)
[my emphasis]. Additionally, we understand that P&W, while continuing ongoing projects, is deferring discussions on new projects that would entail long term, or substantial financial commitments that could only be supported if and when GWI's control were approved. Deferral of control is also keeping the P&W's shippers and the public from capitalizing on the efficiencies and other benefits of the proposed transaction.For all of these reasons, GWI requests that, to the extent possible, the Board expedite its issuance of it decision on GWI's Petition.
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Re: G&W to acquire P&W

Postby johnpbarlow » Sat Dec 17, 2016 6:26 am

As of 12/16/16, STB approved G&W's filing to acquire control of P&W as one of its own:

The Board will grant GWI’s petition for exemption, subject to standard labor protective conditions and the condition that GWI will not interfere with the ability of Springfield Terminal Railway (Springfield Terminal) to interchange with CSX Transportation, Inc. (CSXT), in Worcester, Mass.


https://www.stb.gov/decisions/readingroom.nsf/9855c1fb354da09b85257f1f000b5f79/7a76d5745288b9dc8525808a00807109?OpenDocument
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