Norfolk Southern Railway Company agreed to acquire Substantially All Assets of the Cincinnati Southern Railway for $1.6 billion on November 21, 2022. The cash purchase consideration consists of a base consideration price of $1.6 billion, accelerated transaction fee of $4.5 million and deferred transaction fee of $20 million, subject to certain adjustments. The base purchase price and deferred transaction fee are due and payable upon closing.

As of June 27, 2023, an amendment was made to the sale agreement, under which, Norfolk Southern Railway Company will pay the city of Cincinnati up to $20 million more if voters approve the transaction. The amendment was made to take into account changes to state law approved by Ohio lawmakers and to give Norfolk Southern more time to close on the transaction, depending on when the election is held. If the election is held after November 2023, it's unclear whether the city would get the additional amount.

Norfolk Southern intends to finance the transaction through a combination of internal and external sources The closing is subject to certain conditions, including approval by the voters of Cincinnati, certain changes to Ohio state law applicable to the use of the related sale proceeds and the U.S. Surface Transportation Board. The trustees of Cincinnati City Council have unanimously approved the sale agreement. As of November 8, 2023, the transaction has been approved by City voters of Cincinnati.

The closing is projected to occur in the first half of 2024. The City of Cincinnati plans to use the proceeds of the transaction to form an infrastructure fund. Raymond A. Atkins and Terence M. Hynes of Sidley Austin LLP acted as legal advisor to Norfolk Southern Railway Company.

Kaitlyn Geiger and James Bertrand of Stinson LLP acted as legal advisor to Board of Trustees of the Cincinnati Southern Railway.