From "Railway Age."
Jaguar Acquires CBRW, CWAR (UPDATED 8/27)
Written by Marybeth Luczak, Executive Editor
(Logos courtesy of the respective railroads)
Jaguar on Aug. 27 began running the Columbia Basin Railroad (CBRW) and Central Washington Railroad (CWAR), following its approved acquisition of the Class IIIs by the Surface Transportation Board (STB).
CBRW and CWAR operate a combined 177-mile network that provides transportation links for central Washington State (see maps below). Together, the lines connect agricultural producers, industrial shippers, and local businesses to the national rail system, ensuring efficient access to both domestic markets and through Pacific Northwest ports, according to Jaguar. CBRW interchanges with BNSF at Connell, Wash. The main commodities hauled are agricultural goods, inbound fertilizer, chemicals, and processed potatoes and vegetables. CWAR connects with BNSF in Yakima and Gibbon, and handles such commodities as cattle feed, propane, paper products, plastic pellets, cheese, juice concentrate, lumber, apples and other agricultural goods.
“We are excited to welcome the Columbia Basin Railroad and Central Washington Railroad into Jaguar,” Jaguar Transport Holdings CEO Stu Towner said in an Aug. 26 announcement. “The Temple family and their team have transformed good railroads into great businesses by prioritizing safe, reliable service for their employees and customers, which in turn has allowed them to invest in and support the communities they serve.
“Washington’s long history in transportation and trade lives on through these railroads, which remain vital lifelines for farmers, manufacturers, and businesses across the state. As this growth continues, safe and efficient rail service will be essential to sustaining the region’s expanding economy.
“We take a disciplined approach to acquisitions, and this opportunity—backed by proven success, strong infrastructure, a dedicated team, and a growing customer base—truly excites us. We are ready to dig in and earn the right to grow with our new team members, customers, communities, and Class I partners.”
Brig Temple, outgoing owner and President of CBRW and CWAR said: “Over the years, these railroads have played an important role in supporting the local customers across central Washington. We couldn’t be more confident in Jaguar’s ability to carry that legacy forward and take these railroads to the next level. Their professionalism and care, combined with a commitment to safety, reliability, and relationship-driven investment in commercial growth, will not only serve our customers well but also strengthen the economy of the region we proudly call home.”
With this acquisition, Jaguar now operates 13 short lines, 13 transload locations, and six industrial parks across 12 states.
BACKGROUND
Jaguar—collectively OPSEU Pension Plan Trust Fund (OPTrust), Jaguar Transport Holdings, LLC (JTH), and Jaguar Rail Holdings, LLC (JRH)—submitted to the STB on July 14 separate notices of exemption under 49 C.F.R. § 1180.2(d)(2) for the Class III acquisitions. (Scroll down to download.)
OPTrust, JTH and JRH are non-carriers, according to Jaguar. “OPTrust indirectly controls JTH, which, in turn, directly controls JRH,” Jaguar reported in its STB filings. “JTH currently controls, indirectly, eleven Class III railroads. Of the 11 railroads currently under JTH’s indirect control, eight—Southwestern Railroad, Inc. (SWRR), Texas & Eastern Railroad, LLC (TERR), Wyoming and Colorado Railroad, Inc. (WYCO–which also does business under the name Oregon Eastern Railroad), Missouri Eastern Railroad, LLC (MER), Charlotte Western Railroad, LLC (CWRR), Kinston Railroad, LLC (KNR), Waterloo Railroad LLC (WTRL), and Kansas City West Bottoms Railroad, LLC (KCWB)—are controlled directly by JRH. JRH also indirectly controls two other railroads—Cimarron Valley Railroad, L.C. (CVRR) and Washington Eastern Railroad, LLC (WERR)—through WYCO. JTH indirectly controls West Memphis Base Railroad, L.L.C. (WMBR) through Jaguar Transport, LLC, a separate JTH subsidiary affiliated with JRH.”
According to Jaguar, JTH entered into separate unit purchase agreements to acquire control of CBRW and CWAR. JTH said it would close on the CBRW transaction and the CWAR stock transaction “upon or after the effective date” of the present class exemptions.
Jaguar told the STB that the CBRW and CWAR transactions are not transactions where the short lines to be acquired would connect with any of the railroads already in Jaguar’s portfolio; where Jaguar plans to connect CBRW and CWAR to any of the railroads already in its portfolio, or to connect any of its railroads to one another; or where a Class I carrier is involved. Accordingly, Jaguar said, the proposed transactions satisfy the class exemption criteria at 49 C.F.R. § 1180.2(d)(2).
Jaguar noted that CBRW acquired the lines that comprise its railroad operation from BNSF. “The purchase agreement governing the sale contains a right of first refusal (ROFR) extending to BNSF the option to re-purchase CBRW’s lines in the event of a proposed transfer-of-control such as the one presented here,” Jaguar reported. “BNSF is aware of the proposed CBRW change of control, but has not yet indicated whether it will forego its ROFR rights. BNSF has requested that Jaguar acknowledge the existence of BNSF’s ROFR rights in this class exemption notice filing. Accordingly, closing on Jaguar’s proposed acquisition of control will depend upon BNSF’s (pending) response.”
The STB, in its July 30 decisions (download below), said that the transactions may be consummated on or after Aug. 13, 2025, the effective date of the exemptions (30 days after the verified notices were filed). It noted in each decision that “[u]nder 49 U.S.C. 10502(g), the Board may not use its exemption authority to relieve a rail carrier of its statutory obligation to protect the interests of its employees. However, 49 U.S.C. 11326(c) does not provide for labor protection for transactions under 49 U.S.C. 11324 and 11325 that involve only Class III rail carriers. Because this transaction involves Class III rail carriers only, the Board, under the statute, may not impose labor protective conditions for this transaction.” Additionally, it said, petitions for stay must be filed no later than Aug. 6, 2025.
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