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11/3/2009



Rail News: BNSF Railway

Berkshire Hathaway to buyout BNSF for $44 billion


Berkshire Hathaway Inc. long has owned a piece of Burlington Northern Santa Fe Corp. Now, the firm owned by billionaire Warren Buffet has struck a $44 billion deal to own the Class I lock, stock and barrel.

Today, Berkshire Hathaway and BNSF announced they reached a definitive agreement under which Buffet’s firm will acquire the remaining 77.4 percent of the Class I’s outstanding shares for $100 per share in cash. Berkshire Hathaway’s largest-ever deal — which is valued at $34 billion for the stock transaction and includes $10 billion of outstanding BNSF debt — will increase the firm’s holdings in the railroad to 100 percent.

“Our country’s future prosperity depends on it having an efficient and well-maintained rail system,” said Buffett, Berkshire Hathaway’s chairman and chief executive officer, in a prepared statement, adding that the deal is “an all-in wager on the economic future of the United States.”

The transaction is contingent on approval by holders of two-thirds of BNSF’s outstanding shares (not including the 22.6 percent of shares currently held by Berkshire Hathaway) and customary closing conditions, including U.S. Department of Justice review. The parties expect to close the deal — which includes all BNSF assets and subsidiaries, and would make the railroad the only privately held Class I — in first-quarter 2010.

“We admire Warren’s leadership philosophy supporting long-term investment that will allow BNSF to focus on future needs of our railroad, our customers and the U.S. transportation infrastructure,” said BNSF Chairman, President and CEO Matt Rose. “This transaction offers compelling value to our shareholders and is in the best interests of all of our constituents, including our customers and employees.”

Goldman, Sachs & Co. and Evercore Partners Inc. served as financial advisors to BNSF, which obtained legal counsel from Cravath Swaine & Moore L.L.P. Munger, Tolles & Olson L.L.P. served as Berkshire Hathaway’s counsel for the transaction.

Meanwhile, Kendall Law Group announced it’s investigating the proposed acquisition to determine if “the consideration to be paid to BNSF shareholders is grossly unfair, inadequate, or substantially below the fair or inherent value” of the railroad, according to a prepared statement. The investigation also will focus on whether certain members of BNSF’s board might have “breached their fiduciary duties by not acting in shareholders’ best interests in connection with the sale process,” according to the law group. Law firms Wolf Haldenstein Adler Freeman & Herz L.L.P. and Levi & Korsinsky also are investigating whether board members breached their fiduciary duty.


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