User:NE2/Conrail split

Transaction Agreement dated 1997-06-10:

CRR Holdings LLC (owned by CSX 42% and NS 58%; equal voting interest) acquired all Conrail, Inc. (parent of operating railroad Conrail Corp.) stock indirectly through Green Acquisition Corp.; former Green Acquisition Corp. subsidiary Green Merger Corp. merged into Conrail, Inc. consummated 1997-06-02, with Green Merger Corp. stock surviving as 100 shares of Conrail, Inc. after buyout of old Conrail, Inc. stock for $115 per share

Control Date (1998-08-22):

Conrail managed by 6 directors, 3 from CSX and 3 from NS, with majority of each subset of 3 required to make a decision (in other words a decision with all CSX directors but only one NS director approving fails)
Various connection track construction, trackage rights, and abandonments approved

Day One/Closing Date/Split Date (1999-06-01):

New York Central Lines LLC and Pennsylvania Lines LLC created as subsidiaries of Conrail Corp.; CSX and NS have exclusive authority respectively to appoint directors
Most Conrail assets split between NYC and PRR, to be operated by CSX and NS for initial term of 25 years
N&W transfers Fort Wayne Line to Conrail in exchange for Streator Line (which goes directly to N&W, not PRR); Fort Wayne Line assigned to NYC
NYC gets Philadelphia headquarters and IT facilities
Conrail's 50% interest in Lakefront Dock and Railroad Terminal Company goes to NYC
Conrail's 100% interest in St. Lawrence and Adirondack Railway goes to NYC
Conrail's 50% interest in Albany Port Railroad goes to NYC
Conrail's 26.67% interest in Belt Railway of Chicago goes to PRR
Conrail's 25.64% interest in Peoria and Pekin Union Railway goes to PRR
Conrail's 50% interest in Triple Crown Services Company (through TCV, Inc.) goes to PRR
Conrail's 21.807% interest in TTX Company split between NYC (10.125%) and PRR (11.682%), roughly a 46.5/53.5 split
Conrail retains certain assets:
- Shared Assets Areas: owned, operated, and maintained by Conrail for the exclusive benefit of CSX and NS; in addition CSX and NS each get full trackage rights
  - "It is intended that, following the Division: CRC will not hold itself out to the public as performing transportation services directly and for its own account; CRC will not enter into any contract (other than with CSXT or NSR) for the performance of transportation services; and all transportation services performed by CRC will be performed as agent or subcontractor of CSXT or NSR."
- System support operations facilities that benefit the whole system
- 51% interest in Indiana Harbor Belt Railroad
- Liabilities including debt obligations
Existing contracts between Conrail and shippers split 42/58 between CSX and NS, including in Shared Assets Areas

Yards and terminals split as follows:[1]

59th Street Yard (Chicago), CSX
Airline Junction Yard (Toledo), NS
Ashtabula Harbor (Ohio), NS with CSX access
Buckeye Yard (Columbus), CSX (local and intermodal) and NS (hump)
Collinwood Yard (Cleveland), CSX
Croxton Yard (New Jersey), NS
E-Rail Intermodal Facility (New Jersey), NS
Greenwich Yard (Philadelphia), CSX (most) and CSAO (local and ore pier tracks)
Hawthorne Yard (Indianapolis), CSX with NS access
Manville Yard (New Jersey), CSX with NS and CSAO access
Morrisville Intermodal Facility (Pennsylvania), NS
North Bergen Intermodal Terminal (New Jersey), CSX
Piqua Yard (Fort Wayne), split between CSX and NS, with Triple Crown Services Company portion included in NS share
Rockport Yard (Cleveland), NS
Seneca Yard (Buffalo), CSX with NS access
South Kearny Intermodal Terminal (New Jersey), CSX with NS access only to American President Lines terminal
Stanley Yard (Toledo), CSX (most) and NS (Yard "E")
Trumbull Street Yard (New Jersey), CSX with NS access only to E-Rail Intermodal Facility