45 U.S.C. § 1312 — Public offering

(a) Structure of public offering^*.
(1) After the Securities and Exchange Commission^* makes the registration statement described in section 1311(c) effective, the Secretary of Transportation, after consulting the Secretary of the Treasury, the Corporation’s Board chair, and the co-lead managers, must offer the United States shares for sale in a public offering. Paragraphs (2) and (3) provide exceptions.
(2) After those consultations, the Secretary may initially offer fewer than all of the United States shares.
(3) The Secretary may not offer any United States shares unless, before the sale date^* and after those consultations, the Secretary decides that the estimated gross proceeds from selling all the United States shares will be an adequate amount. That decision cannot be reviewed.
(4) When making that decision, the Secretary must aim to obtain at least $2 billion in total gross proceeds for the United States from the public offering and payments under section 1311(b).
(b) Subsequent sales. If the Secretary initially offers fewer than all the United States shares, the Secretary must sell the remaining shares in later public offerings.
(c) Consent of Corporation^* not required. A public offering under this section may take place without the Corporation’s consent.
(d) Authority to require stock splits.
(1) Before filing the registration statement described in section 1311(c), the Secretary, after consulting the co-lead managers and the Corporation’s Board chair, may require the Corporation to declare a stock split or reverse stock split in connection with the initial offering described in subsection (a).
(2) The Corporation must take whatever action is needed to follow the Secretary’s requirements under this subsection.
(e) Cancellation of other securities held by United States.
(1) In exchange for amounts transferred to the United States under section 1311(b), and at the same time as the initial offering, the Secretary must deliver to the Corporation all of the Corporation’s preferred stock^*, 7.5-percent debentures, and contingent-interest notes. The Corporation must immediately cancel them. The United States’ interest in them is then extinguished.
(2) For Commission and State public-utility regulation, these authorized actions, the public offering, and the value received in exchange must not change the Corporation’s asset value after depreciation. They also must not be used to change calculations of the Corporation’s stock or asset values, rate base, expenses, costs, returns, profits, or revenues. They must not otherwise affect or support a change in regulation of any railroad service, rate, or practice provided or established by the Corporation, or a change in the Corporation’s financial-reporting practices.
(f) Minority investment banking firms. The Secretary must ensure that investment-banking firms owned or controlled by minorities have a significant opportunity to participate in any public offering under this subchapter.
(g) Investment banking firm requirements.
(1) Each investment-banking firm’s level of participation must match its financial ability.
(2) An investment-banking firm that did not exist on September 1, 1986, may not participate.
(h) GAO audit authority. The Government Accountability Office may conduct audits that the Comptroller General considers appropriate of all accounts, books, records, memoranda, correspondence, other documents, and transactions of the Corporation and co-lead managers connected with the offering. The co-lead managers must agree in writing to permit those audits. GAO must report all audit results to Congress.