Kelsian Group Limited (ASX:KLS) entered into a binding agreement to acquire All Aboard America! Holdings, Inc. (AAAH) 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 liabilities, is equivalent to approximately 6.9x, EV / pro forma normalized EBITDA for the 12 month period ending December 31, 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 a break-fee amount of $17.5 million if seller terminates the agreement due to Kelsian's material breach. AAAH reported revenue of approximately $208 million, total assets of approximately $69.3 million and EBITDA of $51 million for the year 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. As of May 27, 2023, the transaction received customary regulatory approval from the United States Surface Transportation Board. The acquisition is expected to be completed prior to June 30, 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. Robert W. Baird & Co. Incorporated acted as financial advisor to AAAH in the transaction. Macquarie is acting as joint Financial Advisor to AAAH. Houlihan Lokey, Inc. acted as financial advisor to AAAH.

Kelsian Group Limited (ASX:KLS) completed the acquisition of All Aboard America! Holdings, Inc. (AAAH) from Tensile Capital Management LP on June 1, 2023.