Chase Manhattan Corp., NationsBank Corp., BankAmerica Corp., and Bank of Nova Scotia will lead a $4.8 billion loan for CSX Corp.'s acquistion of Conrail Inc.

Each bank will underwrite a $1.2 billion portion of the investment-grade deal, and Chase Securities Inc. will act as administrative agent.

NationsBank and BankAmerica are co-syndication agents; Bank of Nova Scotia is documentation agent.

The bidding to lead the deal was limited to a few banks, but a long line of bankers are hoping to get into the syndication, according to sources familiar with the deal.

"We found all of the banks involved to be very enthusiastic about the transaction; we were pleased with their professional response in very tight time frames," said Gregory R. Weber, treasurer of CSX. "All four of these banks lead these kinds of transactions, and it was a tough decision choosing the administrative agent, but we're pleased with Chase."

Mark Lies, managing director at BankAmerica loan syndications group, said the deal is a significant one as the transporation industry consolidates. Although there is less return on an investment- grade transaction, "anyone who wants to be a part of the transportation industry" will want to be part of the deal.

"Certainly the ability to participate in such a large facility drums up more business in the future, even if the loan does not have a matching hurdle rate of return," said Bob Swanton, a bank analyst at Standard & Poor's.

Bankers and analysts said CSX's concern for preserving its banking relationships shaped the transaction.

Many banks have created "one-stop shops" to fill all their corporate clients' needs. The clients may be more concerned with preserving all of their banking relationships, and spreading the wealth among many banks.

"The company went to great lengths to preserve that relationship amongst all the banks. Everyone from the bank side and the company worked well together," Mr. Lies said.

"Both creative products and relationships are important," said Mr. Weber, "but we highly value relationships."

Ted Virtue, a manging director at Bankers Trust Securities, said it is not unusual for borrowers to push for wide distribution of their loans. "Companies are more agressive in dictating how they're underwriting bonds and bank syndicates." he said. "Banks (may be) willing to underwrite an entire credit, but companies are still pushing for broader participation by syndicate banks, for everyone to take a smaller piece."

Syndication will close by Nov. 15.

Mr. Lies said some banks underestimated the significance of last year's merger of Burlington Northern and Santa Fe Pacific, but the CSX-Conrail deal will will pique their interest.

Bankers anticipated refinancing in the bond and commercial paper markets. CSX's long-term debt is rated BBB-plus.

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