Skadden, Wachtell Guide Union Pacific’s $72 Billion Norfolk Southern Buy

Lawyers from two of Wall Street’s top deals firms are advising on Union Pacific Corp.'s planned $72 billion acquisition of Norfolk Southern Corp.

Union Pacific turned to Skadden, Arps, Slate, Meagher & Flom, while Norfolk Southen is represented by Wachtell Lipton Rosen & Katz, according to a Tuesday announcement. The transaction, which the companies aim to close by 2027, is expected to be the largest in the railroad industry’s history.

Covington & Burling also is representing Union Pacific, advising on regulatory matters, which remain a hurdle for rail mergers. Sidley Austin is regulatory counsel for Norfolk Southern.

The deal values Norfolk Southern at $85 billion on an enterprise basis, providing a huge boost to the M&A market and pushing the four Big Law firms higher up the league tables. Wachtell trailed only Latham & Watkins and Kirkland & Ellis as the leading M&A legal adviser through the first half of the year, working on more than $161 billion worth of deals.

Skadden’s team was led by M&A partners Paul Schnell and Brandon Van Dyke. Schnell, who has previously guided Union Pacific, counts Avianca, Embraer, FedEx Corp., Marcopolo, Renault, Royal Caribbean Cruises, and Triton International among his previous clients.

Wachtell’s team was led by Edward D. Herlihy, the veteran dealmaker and co-chairman of the firm’s executive committee, and Jacob A. Kling co-chair of the firm’s M&A practice. Kling has advised on recent deals involving Global Payments, Pfizer, Thermo Fisher Scientific, and Walgreens Boots Alliance.

The proposed merger puts pressure on other industry players like CSX Corp. and Berkshire Hathaway’s BNSF to seek deals to stay competitive.