Peter W. Denton

Railroad Transactions

• Advised BNSF Railway Company (BNSF) on its participation in the regulatory approval proceeding at the STB for the merger between Canadian Pacific Railway Company (CP) and The Kansas City Southern Railway Company (KCS). The CP/KCS merger was the first major merger between two large Class I railroads in 20 years.
• Advised CSX Corporation (CSX) on CSX's acquisition of New England’s Pan Am Railways, Inc., whose rail carrier subsidiaries comprised North America’s largest Class II regional railroad. The transaction included significant participation by CSX's competitors Norfolk Southern Railway Company (NS) and Genesee & Wyoming, Inc. (G&W). This was the first transaction classified by the STB as "significant" in 15 years.
• Advising CSX on the acquisition of a rail line owned and leased by Meridian & Bigbee Railroad (MNBR), a G&W-owned railroad in Mississippi and Alabama. CSX’s acquisition alongside the acquisition by CPKC of a connecting line owned by MNBR will establish a new CSX-CPKC freight corridor for shippers that connects Mexico, Texas, and the US Southeast.
• Advised Brookfield Asset Management, Inc. and GIC on US rail regulatory issues related to their joint take-private acquisition of G&W, a formerly-public short line railroad holding company. G&W owns 120 short line railroads with operations in North America, Europe, and Australia and has more than 16,000 miles of track.
• Advised funds managed by Oaktree Capital Management, L.P. (Oaktree) in the acquisition of Dow, Inc.'s rail infrastructure assets and related equipment by Watco Companies, LLC, a Kansas-based transportation company.
• Advised a leading investment firm with railroad commercial and regulatory issues associated with its successful acquisition of Pioneer Railcorp and its fifteen subsidiary freight railroads located across the country from Related Infrastructure Holdings LLC.
• Assisted BNSF, CSX, and other railroads in STB licensing proceedings regarding the acquisition, lease, operation, abandonment, or discontinuance of service over rail lines.
• Advised a bidder in connection with the potential purchase of the Florida East Coast Railway, which was ultimately acquired by a competing bidder for $2.1 billion.
• Advised a leading steel producer in efforts to divest its captive short line railroad.
• Advised Morgan Stanley & Co. LLC as underwriter’s counsel in the issuance of $600 million of tax-exempt private activity bonds for the benefit of the first phase of the All Aboard Florida Brightline passenger rail project – the first privately financed US intercity passenger rail project system in over a century.
• ​Acted as special counsel for the purchasers in connection with the issuance of $365 million of senior secured notes, secured by 68 locomotives, and $135 million of unsecured notes of National Railroad Passenger Corporation (Amtrak). The proceeds of the issuance, Amtrak’s first private placement, were used to refinance a lease securing a Railroad Rehabilitation & Improvement Financing (RRIF) loan from the FRA.
• Represented the California High-Speed Rail Authority before the STB in obtaining authority to construct the Initial Operating Segment of its 800-mile, multi-billion dollar high-speed train system and in analyzing the preemptive effect of federal STB jurisdiction.
• Assisted the Michigan Department of Transportation in the $140 million purchase from Norfolk Southern Railway Co. of a 135-mile segment of railroad track between Kalamazoo and Dearborn, Michigan and associated infrastructure improvements allowing 110 mph high-speed passenger rail service over the route.

Railroad Disputes and Investigations

• Representing CSX in connection with its dispute with its competitor NS concerning issues related to a terminal railroad owned by both CSX and NS, the Norfolk & Portsmouth Belt Line Railroad (“NPBL”).
• Representing BNSF in connection with a complaint filed by Amtrak at the STB regarding on-time performance of Amtrak’s Sunset Limited intercity passenger rail service, and the related investigation being conducted by the STB.
• Representing BNSF in connection with disputes with its competitor Union Pacific Railroad Company (“UP”) concerning the implementation of conditions imposed by the STB on UP’s merger in 1996 with Southern Pacific Transportation Company (“SP”) and other matters.
• Assisting BNSF on the implementation of its rights to access shippers in Lake Charles, Louisiana over a rail line owned jointly by the UP and KCS.
• Represented BNSF in defense of an emergency service application, complaint, and petition for declaratory order filed at the STB by Navajo Transitional Energy Company, LLC (“NTEC”) regarding BNSF service to NTEC’s mine.
• Assisted the North Coast Railroad Authority in seeking US Supreme Court review of a California Supreme Court decision holding that the ICC Termination Act of 1995 (ICCTA) does not preempt state environmental permitting laws when applied to a publicly-owned railroad.
• Served as STB counsel for the Port of Seattle on a number of issues related to the Port’s ownership of a rail line, including successfully invoking federal preemption in defending the Port from an adverse condemnation action, and securing a ruling that a short line operator did not have authority to restart freight service on the line.
• Represented the Trinity Railway Express, a Texas commuter passenger railroad, in its appeal at the US Court of Appeals for the Seventh Circuit of a Railroad Retirement Board determination of the status of the client as covered by the Railroad Retirement and Railroad Unemployment Insurance Acts.

Infrastructure Projects

• Advised the California High-Speed Rail Authority on procurements related to the Initial Operation Segment of the 800-mile, multibillion-dollar high-speed train system that will connect the state’s major urban centers, and related federal funding issues.
• Advised Front Range Mobility Group – a bidding consortium of ACS, HOCHTIEF, AECOM Capital, and John Laing Investments – as sponsor’s counsel for the Colorado Department of Transportation Central 70 Project, a design-build-finance-operate-maintain availability payment P3 for planned highway improvements in the Denver area.
• Advised Texas Department of Transportation in the procurement of the approximately $566 million Southern Gateway design-build-maintain highway improvement project in the Dallas area and the approximately $95 million SH 71 Toll Lanes design-build project in Austin, Texas.
• Advised Grupo Odinsa S.A. as sponsor’s counsel for the approximately $140 million Green Corridor availability payment road project – the first-ever P3 transaction in Aruba.
• Advised Illinois Department of Transportation in the procurement of a developer to design, build, finance, operate, and maintain the Illinois portion of the Illiana Corridor Project, a greenfield 47-mile long limited access toll road corridor, through an availability payment concession.
• Advised a joint venture bidding consortium of ACS, Fengate Capital Management and Star America Infrastructure Fund as sponsor’s counsel for Project Neon I-15, a design-build-finance-operate-maintain P3 for planned highway improvements in the Las Vegas area, to be implemented through a long-term availability contract with the Nevada Department of Transportation.
• Advised the Maryland Transit Administration in the procurement of the approximately $2.2 billion Purple Line light rail transit project connecting Montgomery and Prince George’s Counties, Maryland.
• Advised the Florida Department of Transportation in the procurement of a $2 billion, 40-year DBFOM contract for the I-4 Ultimate Project, which includes reconstruction of a 21-mile segment of I-4 to accommodate three general use lanes, auxiliary lanes, and two managed lanes in both directions.
• Advised the Virginia DOT in the successful procurement of a public-private partnership to develop the $2.1 billion Downtown Tunnel/Midtown Tunnel/MLK Freeway Extension project in Norfolk and Portsmouth, Virginia.
• Represented the Metropolitan Washington Airports Authority in the procurement of a $2.7 billion design-build contract for Phase 2 of the Dulles Corridor Metrorail Project in Fairfax and Loudoun Counties, Virginia.
• Assisted the Pennsylvania Turnpike Commission in implementing a cash-less nonstop All Electronic Tolling system, including a review of state law requirements related to electronic tolling and enforcement.
• Advised RATP Dev McDonald Transit on the operations and maintenance contract with the District of Columbia Department of Transportation for the initial phase of the Washington DC streetcar system.

• Moderator, "Modal Updates Part I," ATLP 90th Annual Meeting, June 9, 2019

• Law360, "Rising Stars," Transportation (2020)
• Best Lawyers in America, Transportation Law (2020-2022)
• Best Lawyers in America, Railroad Law (2021-2022)
• Legal 500 US, "Next Generation Partners," Transport: Rail & Road - Litigation & Regulation (2023)
• Legal 500 US, Industry Focus: Transport, Rail & Road - Litigation (2019)
• Legal 500 US, Industry Focus: Transport, Rail & Road - Regulation (2019)
• Chambers USA, Transportation: Rail, Nationwide (2021-2024); Up and Coming (2019-2020)
• Chambers USA, Associate to Watch (2016-2018)
• Super Lawyers, Washington, DC, "Rising Stars" (2014-2021)
• Vice President, Association of Transportation Law Professionals