G&W rebutted the replies of parties who ask for conditions to be added to its acquisition of P&W.
Re: the only shipper who raised a negative concern about its prior experience with a G&W subsidiary, American Rock Salt (ARS), G&W's rebuttal was
While ARS complains about lack of cooperation from its serving carrier in New York State, ARS presents no evidence to support its concerns that the proposed acquisition of control of P&W will exacerbate its issues. Indeed, ARS in its reply does not suggest that there is any condition that would address its concerns, nor does it request any condition. ARS has not demonstrated any specific rail route or rail service option that would become unavailable as a result of the proposed transaction to a shipper. While it is unfortunate that ARS is not happy with its unrelated serving carrier, the replies of the other shippers show that ARS's experience is unique. No conditions to protect shippers have been requested, nor are any justified.
Re: the other parties who replied that G&W require P&W to continue to negotiate with Boston Surface RR as well as continue to facilitate P&W's legacy of passenger train excursions, G&W said the following:
...Notwithstanding, GWI has no intention, assuming its control of P&W is approved, of having P&W seek to avoid its contractual obligations. GWI confirms that P&W will comply
with the preliminary agreement and continue to negotiate in good faith with BSRC. GWI cannot guarantee the result of the negotiations; BSRC's request that GWI agree that P&W will allow
BSRC to operate over the P&W's tracks would circumvent the existing preliminary agreement between BSRC and P&W to negotiate in good faith, and should not be imposed by the Board.
See Metra, supra. GWI also commits that it will agree to an extension of the current due diligence period from December 31, 2016, until March 31, 2017, if BSRC has not completed its
due diligence because completion has been delayed as a result of the control proceeding.
Additionally, P&W will fulfill its agreements to provide excursion service for BVTC for the 2016 season. Moreover, GWI commits that P&W will also agree to negotiate similar arrangements with BVTC to provide seasonal excursion service in 2017. Thereafter, P&W will review BVTC's requests for excursion service on a year-to-year basis just as P&W has done in the past...
Re: concerns voiced by two of P&W's labor unions, G&W said:
In the event this language is not clear, GWI specifically confirms that post-closing, P&W does not intend to terminate or displace any P&W covered employees as a result of the proposed transaction. P&W will continue to honor all current CBAs, and to negotiate all expired CBAs in good faith. For the foreseeable future, there will be no adverse effect on P&W covered employees because work will continue to be performed under existing CBAs by the same P&W covered employees who are currently performing the work. There will be no adverse actions with respect to covered employees as a result of the proposed transaction unless and until P&W first provides its covered employees and their union representatives with at least 90 days' notice, and compliance with the other requirements of Section 4 of the New York Dock conditions. GWI is not seeking to avoid the imposition of New York Dock conditions, or the obligation (post-closing) to give notice and negotiate an implementing agreement if and when appropriate.
https://www.stb.gov/filings/all.nsf/ba7 ... 241818.pdf