Canadian National Railway’s $33.6 Billion Combination with Kansas City Southern

On May 21, 2021, Canadian National Railway (“CN”) and Kansas City Southern (“KCS”) announced that they have entered into a definitive merger agreement. Under the terms of the agreement, which was unanimously approved by the Board of Directors of each company, KCS shareholders will receive $325 per common share based on CN’s May 13, 2021 offer, which implies a total enterprise value of $33.6 billion, including the assumption of approximately $3.8 billion of KCS debt. Cravath is representing CN in connection with the transaction.

The Cravath team is led by partner Robert I. Townsend III and includes associates Eric S. Goodwin and Jerome C. Newton on M&A matters; partners Craig F. Arcella and Stephen M. Kessing, senior attorney Sarah F. Rosen and associates D. Ana Choi and Caroline H. Gieryn on financing matters; partner Lauren Angelilli and associate Richard Bohm on tax matters; partners Jonathan J. Katz and Matthew J. Bobby and associate Anna Mikaelyan on executive compensation and benefits matters; and partner Christine A. Varney and associate Kolja I. Ortmann on regulatory matters. Evan S. Gabor also worked on M&A matters and Alissa B. Fromkin worked on tax matters.