OpenGate Merak acquisition carves rail HVAC unit from Knorr-Bremse

OpenGate Capital signed a definitive agreement to acquire Merak, the global rail heating, ventilation and air conditioning business owned by Knorr-Bremse, the companies said in a statement. The OpenGate Merak acquisition would carve the unit out of a publicly listed German industrial group and is expected to close by the end of 2026, subject to regulatory approvals and other customary conditions.

The parties did not disclose financial terms. The transaction adds a specialist rail equipment supplier to OpenGate’s portfolio and extends the firm’s record of cross-border corporate carve-outs, according to the statement.

What is Merak?

Merak is a rail HVAC business based in Getafe, Spain, that supplies climate-control systems for rail vehicles. Its work covers original equipment, aftermarket services, spare parts, modernization of systems and overhauls, serving rolling stock manufacturers globally.

The company has manufacturing and service operations across Spain, Austria, Australia, the US, China and India, according to the announcement. That footprint places the business across several large rail equipment markets and gives it service capacity in regions where rolling stock fleets are built, maintained or upgraded.

Rail HVAC systems regulate temperature and air quality in trains and other rail vehicles. For equipment manufacturers and fleet operators, these systems sit within broader procurement, maintenance and refurbishment cycles, which can include both new-build train programs and the servicing of vehicles already in operation.

How the carve-out fits OpenGate’s deal strategy

A corporate carve-out separates a business unit from a larger parent company so it can operate under new ownership. These transactions can involve the transfer of employees, facilities, customer contracts, intellectual property and shared corporate functions, with the buyer assuming responsibility for running the business outside the seller’s group structure.

OpenGate said the Merak deal reflects its experience with complex carve-outs and international transactions. Joshua Adams, a partner at OpenGate Capital, said in the statement that Merak has a strong market position, differentiated technology and a customer base developed over many years. He also pointed to continued investment in rail infrastructure and sustainable transportation as supportive of the company’s long-term prospects.

Knorr-Bremse is a publicly listed German industrial company. The announced deal would remove Merak from Knorr-Bremse’s ownership, although the statement did not provide further detail on the seller’s rationale or how proceeds would be used.

OpenGate was founded in 2005 and is headquartered in New York and Paris. The firm has completed more than 40 platform acquisitions across Europe and North America, according to the statement.

McDermott Will & Schulte advised OpenGate on legal matters. Macquarie Capital advised OpenGate on the M&A process.

This story draws on original reporting from PE Hub.