Union Pacific-Norfolk Southern deal hit with disclosure lawsuits
Illustration: Natalie Peeples/Axios
Plaintiffs filed three lawsuits in New York challenging Union Pacific's proposed $85 billion deal for Norfolk Southern, claiming inadequate disclosures.
Why it matters: The legal filings prompted supplemental disclosures, including 2027 net debt estimates and median broker price targets.
Zoom in: Union Pacific's net debt is estimated to be $34.4 billion as of Jan. 1, 2027, according to an SEC filing Thursday.
- Norfolk Southern's net debt is estimated to be $13.8 billion as of the same date.
- Union Pacific's and Norfolk Southern's median broker price targets were $262 and $278 per share, respectively.
What they're saying: Without admitting liability, the railroads disclosed the additional metrics "to moot such disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay" the deal, the filing said.
- "Union Pacific and Norfolk Southern believe that the allegations in the Matters are without merit," the railroads said in the filing.
What's next: Barring any delay due to the litigation, the railroads' shareholders will vote on the deal Nov. 14.
