Keith Creel
Analyst · BMO Capital Markets
Yes, Fadi, that's a really good question in a lot. I mean, obviously, it's going to depend on the details. We've not yet had the benefit of reading UP/NS' merger application. I would say this, I know there's an echo chamber. I read it, I hear it. I sense it. I know there's a lot of invested investors that perhaps want this to be a layup. This is not a layup, number one. It's not a foregoing conclusion that it's going to get approved. What we do know is the hurdle is going to be high. These are rules that have never been tested. There's a public interest test, enhancing competition, a review of downstream impacts, which, to your point, includes the likelihood or potential of additional rail consolidation that those have to be met, and this STB is thorough. I'm certain of that. I can say that more so than anybody else in this industry because I've walked this walk and experienced this journey in getting our deal approved, which was under the old rules with the hurdle rate not even remotely close to being the same standard. So again, I think to assume or to expect it [indiscernible]. That being said, if it gets approved, that's a big if. But if it does, then to your point, depending on what the conditions are, would answer the question. I would make a case to serve and to meet and exceed all those tests that how could it be approved without significant conditions to protect balance in the industry, to protect competition, to enhance competition, given the market power that, that size railroad would exert. So I would agree. [Mr. Ben] and I definitely agree, this STB is smart. Maybe what we don't see on this -- or maybe not being recognized this STB has experienced the applicants behavior historically in previous mergers -- from 30 years ago, the integration risk that occurred and most recently, the service failures that occurred in the United States rail industry just 4 years ago. The applicants were before the STB in a service hearing expressing concerns. The applicants of STB relative to the allegations of serious concern on utilizing embargoes to regulate their network. So that may be ignored. And I don't believe that this regulator would set those memories aside in the weight of how they review not only the application, but ultimately determine what their conditions might be to protect the overall strength and health of the U.S. rail network because ultimately, that's what their mandate is. It's to protect the U.S. rail network to make sure that their decisions protect the public interest and ultimately lead to if we have consolidation, an environment that exists. So if the UP/NS are stand-alone, the others that have to compete have a fair shot of doing that. And it's not competition. Let me be clear, it is not competition that anyone is scared of. I think that's a very assumptive statement to make. It's anticompetitor that we recognize and that we're concerned about, and it will be our mandate and our objective to make sure that if that merger is approved, conditions allow anticompetitive behavior to be minimized or eliminated. So yes, with the right conditions, Fadi, that's a potential outcome. But again, there's so much more to be determined out of this process. There's a lot of stakeholders that are going to weigh in. There's going to be people that speak loudly and speak boldly and there are going to be customers, quite frankly, that perhaps they don't want to voice their strong heartfelt fillings for fear of intimidation or fear of retaliation, but I'm sure that if they're not said publicly, they'll be said privately. And all those facts and conditions and stakeholders' views, I believe this STB will take seriously. And I believe their decision, if approved, will contain significant conditions or if they don't meet the standard, I believe they have the mandate and they have the commitment to get this right. History needs it to be right. Our nation needs it to be right. And if they don't meet the conditions of the standards, I believe they'll reject it.