Kelsian Group Limited (ASX:KLS) entered into a binding agreement to acquire All Aboard America! Holdings, Inc. from Tensile Capital Management LP for approximately $350 million on March 14, 2023. The acquisition Enterprise Value of $325 in addition to the assumption of $26 million of lease liabilities12, is equivalent to approximately 6.9x, EV / pro forma normalized EBITDA for the 12 month period ending 31 December 2022.

The acquisition will be funded through a combination of a $185.5 million equity raise and in addition to $149.2 million drawdown from accordion debt facilities. Kelsian will pay termination fee of $17.5 million. AAAH reported the revenue of approximately $208 million, total assets of approximately $69.3 million and EBITDA of $51 million for the period ended 2022.

The acquisition remains subject to customary conditions for a transaction of this nature, including a customary regulatory approval from the United States Surface Transportation Board. The acquisition is expected to be completed prior to 30 June 2023. Macquarie Capital (Australia) Limited & Gresham Advisory Partners Limited acted as financial advisor and White & Case LLP & Kain Corporate and Commercial Lawyers acted as legal advisor to Kelsian Group Limited.

Robert W. Baird & Co. Incorporated acted as financial advisor to All Aboard America! Holdings, Inc. in the transaction.

Macquarie is acting as joint Financial Advisor to All Aboard America! Holdings. Houlihan Lokey, Inc. acted as financial advisor for All Aboard America!

Holdings Inc. As of May 27, 2023, the transaction received customary regulatory approval from the United States Surface Transportation Board.