Sidley regularly represents leading rail companies, private equity firms, and investors in connection with rail-related transactions, including strategic acquisitions, dispositions of assets, and mergers.
Our lawyers have decades of experience advising on a wide variety of rail-related transactions, including strategic mergers, short line acquisitions and sales, corridor development projects, and equipment financing transactions. Our industry-leading transportation regulatory practice has extensive experience securing necessary regulatory approvals from federal regulators like the Surface Transportation Board. Our deep understanding of the regulatory and business complexities of the rail industry provide our clients with assurance that their transactions will be skillfully and efficiently handled from inception to closing. Our rail team leverages Sidley’s market-leading practices in tax, environmental, and antitrust to solve issues.
Sidley’s M&A practice is extremely active, having advised on more than 3000 transactions since 2019, representing more than US$1.3 trillion in value. We are ranked as a member of The Elite by Chambers USA and have been ranked Tier 1 in the M&A category by US News and World Report for the past eleven years. Chambers USA 2023 observed that “Sidley Austin is highly experienced in complex and sophisticated rail transactions.”
Recent representative experience includes:
- Represented Macquarie Infrastructure Partners in its acquisition of 100% of the equity interests of RailUSA, LLC, an independent U.S. holding company that operates the 430-mile Florida Gulf & Atlantic Railroad (“FG&A Railroad”) in Florida and the 228-mile Grenada Railroad in Mississippi and Tennessee. RailUSA offers freight services, transloading, railcar storage, and industrial development opportunities. MIP is the Australian-based Macquarie Group’s fund dedicated to investing in North American infrastructure.
- Representing Canadian National Railway in its proposed acquisition of the 218-mile Iowa Northern Railway and ongoing regulatory approval proceedings before the Surface Transportation Board.
- Represented Fortress Worldwide Transportation and Infrastructure GP in connection with its sale of Railroad Acquisition Holdings LLC, the holding company for Central Maine & Quebec US Inc. and Central Maine & Quebec Canada Inc., which own and operate rail lines running approximately 500 miles from Montreal to the east coast of Maine.
- Represented Norfolk Southern Railway Company in connection with its acquisition of substantially all of the assets of the Cincinnati Southern Railway, which owns a 337-mile rail line between Cincinnati, Ohio and Chattanooga, Tennessee, in a transaction valued at approximately US$1.62 billion. The line is one of the highest-density segments of the Atlanta-based railroad’s network, with as many as 30 trains traveling the route daily.
- Represented Gulf & Atlantic Railways in connection with its acquisition of four shortline railroads from a group of private investors. The acquired companies included Camp Chase Rail, which operates in Ohio, Chesapeake and Indiana Railroad, which operates in northwestern Indiana, Vermilion Valley Railroad, which operates in east-central Illinois and west-central Indiana, and Northern Indiana Railroad, which owns rail lines in Illinois and Indiana.
- Representing Gulf & Atlantic Railways in its proposed acquisition of the rail assets of Pinsly Railroad Co. The assets include the 18-mile Pioneer Valley Railroad short line and Railroad Distribution Services Inc. Pioneer Valley runs from Westfield, Massachusetts, to Holyoke, Massachusetts with connections to CSXT and PanAm Southern, serves more than 30 diversified customers. Railroad Distribution includes two rail-served warehouses with 140,000 square feet of indoor storage and three and a half acres of outdoor storage.