The two principal commercial tubing operators on the Helen-area Chattahoochee — Cool River Tubing, Inc. and Helen Tubing & Waterpark, LLC — have been engaged in continuous quiet merger discussions since the spring of 2022, according to a cache of business records reviewed by Bavarian Brainrot in the past three weeks.
The records — a 2022 non-binding term sheet, three subsequent letters of intent (dated November 2022, July 2023, and February 2025), and a single 2024 internal memorandum headed “MEGATUBE: A Combined-Operations Roadmap” — contradict the public statements both firms’ chief executives have made on the subject of consolidation in the trailing four-year period. They indicate, contrary to those statements, that the firms’ ownerships have been in active deal conversation for the better part of forty months.
Both firms’ chief executives, contacted Tuesday afternoon at their respective Edelweiss Strasse dispatch offices, declined to comment on the existence of the documents.
The records, which Bavarian Brainrot is making partially available at the source-documents link at the top of this article, do not on their face constitute a binding agreement to combine operations. They do, however, indicate that the question is not, as both firms have characterized it in public statements, “hypothetical at this stage.” The November 2022 letter of intent, in particular, contains a 14-page schedule of contemplated combined-operations capital allocation that is consistent with a transaction in advanced negotiating posture.
What The Term Sheet Says
The April 2022 non-binding term sheet, an 11-page document headed “TERM SHEET — PROPOSED CONSOLIDATION OF HELEN-AREA RECREATIONAL-WATER OPERATIONS,” sets out the basic deal architecture that has, per the subsequent records, been carried forward in each of the three later letters of intent.
The architecture is as follows: Cool River Tubing’s parent entity (the privately held Sterzing Family Trust, a Cleveland-area trust whose beneficial ownership is non-public) would acquire 100 percent of the membership interests of Helen Tubing & Waterpark, LLC, in exchange for a cash consideration of $7.4 million plus a 19-percent minority equity interest in a new combined operating entity to be incorporated in Delaware under the name “MegaTube Holdings, LLC.” The combined entity’s operating headquarters would be the existing Cool River Tubing Edelweiss Strasse dispatch building, with Helen Tubing & Waterpark’s adjacent dispatch building converted to a secondary inflatable-storage and -reconditioning facility.
The April 2022 term sheet contemplates a closing date of October 1, 2022. The deal did not close on that date.
The November 2022 first letter of intent moves the closing date to April 1, 2023, increases the cash consideration to $8.1 million, and adds a five-year non-compete provision binding on Helen Tubing & Waterpark’s managing partner, Renate Steinhauer-Volk. The deal did not close on April 1, 2023.
The July 2023 second letter of intent moves the closing date to January 1, 2024, increases the cash consideration to $9.4 million, and inserts a regulatory contingency tied to the absence of any inquiry by the Georgia Attorney General’s Antitrust Section. The deal did not close on January 1, 2024.
The February 2025 third letter of intent moves the closing date to October 1, 2025, increases the cash consideration to $11.7 million, and contains a new schedule of “combined-operations synergy targets” that is, by the Bavarian Brainrot business desk’s read, the most aggressive cost-extraction roadmap any document in the cache has yet articulated.
The deal did not close on October 1, 2025. The current operational status of the deal, per the records, is that the parties are in negotiation of a fourth letter of intent.
What The Synergy Roadmap Targets
The February 2025 letter’s combined-operations synergy schedule (Schedule 4 to the letter, page 31) sets out fifteen line-item synergy targets. Bavarian Brainrot has reviewed each. The five most material are as follows:
1. Combined dispatch operations. Consolidation of the two firms’ separate dispatch booths into a single Edelweiss Strasse dispatch facility. Targeted synergy: $480,000 annual labor savings, primarily from a 14-headcount reduction in front-of-house dispatch staff.
2. Combined inflatable inventory. Consolidation of the two firms’ separate inflatable fleets (presently 1,840 tubes at Cool River, 1,610 tubes at Helen Tubing) into a single managed pool of approximately 3,000 tubes. Targeted synergy: $310,000 annual capital-replacement-cycle savings, plus a one-time inventory-rationalization gain of $440,000.
3. Combined shuttle operations. Consolidation of the two firms’ separate shuttle-bus fleets (presently 14 buses at Cool River, 11 buses at Helen Tubing) into a single managed fleet of approximately 18 buses. Targeted synergy: $620,000 annual fuel-and-maintenance savings, plus a one-time fleet-rationalization gain of $740,000.
4. Combined pricing. Consolidation of the two firms’ currently-competitive Sunday-weekend pricing (presently $26.50/tube at Cool River, $24.00/tube at Helen Tubing) at a unified $29.00 per tube. Targeted synergy: $1.4 million annual revenue uplift on combined pre-merger volume.
5. Combined river-rights position. Consolidation of the two firms’ river-use claims under the City of Helen’s standing recreational-water-use ordinance, providing the combined entity with what the document characterizes as “a defensible exclusivity posture vis-à-vis any future market entrant.” Targeted synergy: not separately quantified in the document, but described in the accompanying narrative as “the single most strategically important element of the transaction.”
The aggregate annual synergy target across the fifteen line items is $4.1 million on a pre-merger combined revenue base of approximately $14.2 million.
What The MEGATUBE Memorandum Says
The undated 2024 internal memorandum headed “MEGATUBE: A Combined-Operations Roadmap” is, per its style and circulation list, a Cool River internal document. The circulation list identifies seven recipients, all members of Cool River’s senior management team or the Sterzing Family Trust’s governance committee.
The memorandum runs to 28 pages. It opens with the following sentence: “The consolidation of the Helen-area recreational-water-tubing market is no longer, in the view of this memorandum, a question of whether but of when.” It closes with a single recommendation: that the Trust, in the absence of a near-term closing of the contemplated transaction, instruct its representative on the deal team to begin contingency planning for what the document calls “the alternative consolidation pathway,” defined elsewhere in the document as “the acquisition of any third-party market entrant prior to such entrant’s achievement of operating scale.”
The memorandum has an authorship line on its final page identifying its principal author as a Cool River senior vice president. Bavarian Brainrot is withholding the senior vice president’s name pending a follow-up communication.
What Comes Next
Bavarian Brainrot has filed three follow-up records requests: with the Georgia Attorney General’s Antitrust Section, with the City of Helen Business License Division, and with the U.S. Forest Service’s Brasstown Ranger District (which holds the river-use coordination authority for the upstream put-in points relevant to the contemplated combined entity).
The Bavarian Brainrot business desk will continue to track this story.
The Sterzing Family Trust did not respond to a request for comment. Renate Steinhauer-Volk, the managing partner of Helen Tubing & Waterpark, returned a brief comment by text message Wednesday morning that read, in full: “Talk to my lawyer.” She did not provide a name.
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