Nov. 3 (Bloomberg) -- Warren Buffetts Berkshire Hathaway Inc. agreed to buy railroad Burlington Northern Santa Fe Corp. in the companys biggest takeover.
Buffetts firm will pay $26 billion, or $100 a share in cash and stock, for the 77.4 percent of the railroad it doesnt already own. Including his previous investment and the assumption of debt, the value of the deal is about $44 billion, Omaha, Nebraska-based Berkshire said in a statement today. That compares with the railroads closing price yesterday of $76.07.
Its an all-in wager on the economic future of the United States, Buffett said in the statement.
Berkshire has been building a stake in the Fort Worth, Texas-based railroad for more than two years as Buffett looked for what he called an elephant-sized acquisition in which he could deploy his companys cash hoard, valued at more than $24 billion as of the end of June. Trains stand to become more competitive against trucks with fuel prices high, he has said.
It is Warren being Warren, taking advantage of a market that is soft at a time when the possibility for competitive bids is relatively low, said Tom Russo, a partner at Gardner Russo & Gardner, which holds Berkshire shares. He looks at this as a business that has advantages against other forms of transportation.
At $100 a share, Buffett is paying 18.2 times Burlingtons estimated 2010 earnings of $5.51, according to the average analyst projection in a Bloomberg survey. That compares with the 13.4 multiple for the Standard & Poors 500 Index as of yesterdays close. Burlington Northern shares have dropped 13 percent in the 12 months through yesterday.
Union Pacific, CSX
Competing railroad Union Pacific Corp.s ratio was 13, while Jacksonville, Florida-based CSX Corp.s was 13.1, Bloomberg data show.
The deal culminates a search by Buffett, 79, that sent him to Europe looking for possible acquisitions and lamenting in letters to shareholders that he and Vice Chairman Charles Munger couldnt find companies they considered large enough to meaningfully add to annual earnings.
Buffett needs elephants in order for us to use Berkshires flood of incoming cash, he said in his annual letter to shareholders in 2007. Charlie and I must therefore ignore the pursuit of mice and focus our acquisition efforts on much bigger game.
Buffett will use $16 billion in cash for the deal, half of which is being borrowed from banks and will be paid back in three annual installments, he told the CNBC television network. Berkshire will have more than $20 billion in consolidated cash after the purchase, he said.
Cash Hoard
It doesnt mean were out of business, but it does mean that we wont be making any huge deals for a while, Buffett told the network today. He said earlier this year the company needs a minimum of $10 billion in cash to be ready for unforeseen events such as catastrophe claims at its insurance units.
Buffett built Berkshire into a $150 billion company buying firms that he deems to have durable competitive advantages. His largest purchases include the 1998 deal for General Reinsurance Corp. for more than $17 billion. Buffett expanded into power production with the purchase of MidAmerican Energy Holdings Co., and last year bought Marmon Holdings Inc., the collection of more than 100 businesses, from the Pritzker family.
He expects the economy to recover, he said in an interview in September with his companys Business Wire unit.
Itll Get There
We are still tossing out 14 trillion worth of product a year, he said. It will return. Its already returned with most people in most ways, but its not back 100 percent. Itll get there.
Buffett said in 2007 that railroads may prosper at the expense of trucks. As oil prices go up, higher diesel fuel raises costs for rails, but it raises costs for its competitors, truckers, roughly by a factor of four, Buffett told shareholders in 2007 at his companys annual meeting. There could be a lot more business there than there was in the past.
Berkshires board approved a 50-to-1 split of its Class B shares to help the acquisition, the company said. Goldman Sachs Group Inc., Evercore Partners Inc., and Cravath Swaine & Moore LLP are advising Burlington. Berkshire didnt disclose a financial adviser and said Munger Tolles & Olson LLP furnished legal advice.
Fired Up
Matthew Rose, the chief executive officer of Burlington Northern, said he struck the deal with Buffett after the two met in Texas where the billionaire investor was visiting because he has other business interests.
We spent a couple hours talking about the economy and the business, Rose told Bloomberg Television. The next day I got a call. He asked me to meet on a Friday night down in downtown Fort Worth. It was a relatively short conversation, he told me what he wanted to do. The next day we fired up the process.
Burlington Northern operates 32,000 miles of track, with 6,700 locomotives, according to its Web site. Most of the carriers network is west of the Mississippi, where it competes with Union Pacific. The company hauls cargo including grain, coal and so-called intermodal containers, which can move by a combination of rail, road and sea.
U.S. railroad shares advanced in early trading. Union Pacific rose 6.4 percent at 8:59 a.m. in New York. CSX Corp. climbed 6.9 percent.
The U.S. Department of Justice will conduct an antitrust review, which Burlington expects to be completed by the first quarter of next year, the company said today in a conference call with analysts and investors.
Burlington Northern said two-thirds of the shares that arent held by Berkshire must vote in favor of the transaction for it to proceed under Delaware law. The railroad said it anticipates a shareholder meeting in the first quarter of 2010 and to close the transaction very shortly thereafter.
To contact the reporters on this story: Andrew Frye in New York at [email protected]; Hugh Son in New York at [email protected]
Last Updated: November 3, 2009 09:26 EST
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