Northborne Partners

MINNEAPOLIS, MN – April 18, 2023 – Northborne Partners is pleased to announce that it served as the lead financial advisor to Universal Rail Systems (“URS”) in connection with its acquisition by American Track Services (“ATS”), a portfolio company of DFW Capital Partners (“DFW”). ATS acquired URS from an investor group led by TorQuest Partners (“TorQuest”). Financial terms were not disclosed.

URS is the leading railway infrastructure service provider in Canada, offering a comprehensive suite of services, including both small-scale maintenance, repair and support services and large, complex construction projects. Operating under multiple regional brands, URS serves numerous industries and end markets across Canada, including Class 1, industrial and transit customers.

ATS is a leading turnkey provider of rail engineering, construction and maintenance services in the United States. URS and ATS, together, will operate under a newly formed parent company, North American Rail Solutions, combining capabilities and providing customers with an industry leading suite of solutions and services. The combined entities will remain focused on quality service to customers while continuing to increase geographic reach and services in both countries. The North American Rail Solutions companies partner with organizations of all sizes and across all industries to help them build and strengthen their rail transportation infrastructure to support operational growth.

Ben Marks, Managing Director at Northborne, said, “This is truly a transformative transaction in the North American rail services industry. URS is a one-of-kind rail infrastructure services company with exceptional market leadership across Canada, and the partnership with ATS has created a cross-border platform positioned for further growth across the North American market. It was a privilege to represent URS and help achieve this historic result.”

Tim McMillan, President and COO for Universal Rail Systems reacted saying “We are excited to partner with the ATS team to create the newly formed North American Rail Solutions. Our combined experience, resources, and scale will enable us to provide our customers with an unmatched level of service throughout North America. We very much look forward to this next chapter of growth in our business.” Regarding Northborne’s involvement, he commented, “The Northborne team was a trusted partner throughout this process. Their deep knowledge of the rail industry and their thorough M&A experience in this market were instrumental in helping us achieve this great outcome.”

Torys and Dentons served as legal advisors to URS and TorQuest.

About Northborne Partners

Northborne Partners is a preeminent middle market investment banking firm focused on providing M&A advisory services to companies in the food & consumer, healthcare and industrials sectors, among others. It specializes in advising private-equity-owned and closely-held businesses on complex sell-side transactions. Northborne Partners is headquartered in Minneapolis, MN. For more information, please visit northborne.com.

About URS

Headquartered in Edmonton, Alberta. Universal Rail Systems is the leading railway infrastructure service provider in Canada operating out of 12 locations across Canada from West coast to East Coast. URS is the largest provider of industrial rail inspection, maintenance, construction and terminal services, in Canada. In addition, URS provides Class 1 and Transit customer support services including construction, flagging, signals and ticketing. www.univeraslrail.com

About TorQuest Partners

Founded in 2002, TorQuest Partners is a Canadian-based manager of private equity funds. With more than C$3.5 billion of equity capital under management, TorQuest is currently investing from TorQuest Partners Fund V, a C$1.4 billion fund that closed in March 2020. TorQuest invests in middle market companies and works in close partnership with management to build value. To learn more about TorQuest, please visit www.torquest.com.

About American Track Services

Headquartered in Fort Worth, Texas, American Track is the leading independent provider of turnkey railroad design, repair, maintenance, construction, inspection, and terminal services for critical rail infrastructure at industrial, short-line, municipal, and logistics sites in the United States. www.AmericanTrack.com

About DFW Capital Partners

DFW Capital Partners is a private equity investment firm focused on lower middle-market companies. With ~$2 billion under management, the firm concentrates on service companies, with an emphasis on outsourced business and industrial support services, and healthcare companies. DFW has established a 20+ year track record of success in both building leading companies and recognizing attractive returns for its investors. DFW is headquartered in Teaneck, New Jersey and maintains an office in Chevy Chase, Maryland. Additional information is available on DFW’s website at www.dfwcapital.com.