Under the merger agreement, Union Pacific can terminate the $85 billion deal if regulators impose broad line sales or trackage rights requirements, with the sole exception of a spinoff of one duplicated main line between Kansas City and St. Louis. While minor reciprocal switching or small divestitures under a $750 million impact threshold are acceptable, any board-imposed conditions exceeding that amount grant UP the right to walk away.

UP has agreed to limited overhead trackage rights for competitors to serve five identified 2-to-1 and four 3-to-2 customer sites in Illinois but will not yield to widespread access demands. The railroad rejects any general proportional rate obligation, offering only its Committed Gateway Pricing program for interchanges through major hubs, and reserves line sales or haulage rights demands as deal-breakers.

The proposed merger would create a transcontinental network spanning over 52,000 miles in 43 states, consolidating duplicative routes and altering competitive dynamics for shippers and short lines. If either party exits, Norfolk Southern would receive a $2.5 billion breakup fee, while regulators’ conditions could introduce up to $750 million in compliance costs before triggering termination rights.