GATX and Brookfield Infrastructure Partner to Acquire Wells Fargo Rail Assets in Landmark $4.4 Billion Deal

GATX Corporation and Brookfield Infrastructure have reached a definitive agreement to acquire a substantial portion of Wells Fargo’s rail asset portfolio. The transaction combines a newly formed joint venture structure with a direct acquisition, creating one of the most significant fleet consolidation deals in recent transportation asset history.

The Acquisition Framework

The deal involves two distinct but complementary components. Through the joint venture, GATX and Brookfield Infrastructure will acquire approximately 105,000 railcars from Wells Fargo’s operating lease portfolio. Simultaneously, Brookfield Infrastructure will independently purchase Wells Fargo’s finance lease portfolio, comprising roughly 23,000 railcars and approximately 440 locomotives.

GATX will serve as the operational and commercial manager for all acquired assets, providing unified management across both the joint venture and Brookfield Infrastructure’s directly-owned equipment.

Partnership Structure and Ownership

The joint venture splits equity ownership with GATX holding 30% and Brookfield Infrastructure maintaining 70% initially. A critical aspect of this agreement is GATX’s embedded call options, enabling the company to gradually increase its stake up to 100% of the joint venture’s equity over time. If exercised annually, GATX could achieve full ownership within a decade or sooner.

GATX will contribute approximately $400 million in initial equity funding, sourced through operating cash flow and financing arrangements. This capital structure allows GATX to maintain financial flexibility for other business expansion while absorbing this major acquisition. Future equity purchases through call option exercises are similarly designed to fit within GATX’s ordinary capital investment framework.

The assets acquired will operate as a static pool, meaning existing investment and growth initiatives across GATX’s other business segments will proceed independently of this transaction.

Financing the Transaction

Beyond partner equity contributions, a major financial consortium is backing the acquisition. Wells Fargo Securities, BofA Securities, MUFG Bank, and Sumitomo Mitsui Banking Corporation have jointly committed a fully underwritten $3.2 billion five-year unsecured term loan. An additional $250 million unsecured revolving credit facility complements this financing package, providing operational flexibility post-closing.

The Rail Portfolio Being Acquired

Wells Fargo’s operating lease railcars consist predominantly of freight cars, representing approximately 95% of the 105,000-unit fleet. The portfolio encompasses diverse car types serving multiple transportation segments. Current fleet utilization stands at approximately 97%, indicating strong operational performance and customer demand.

The combination of highly-utilized, diversified freight and tank car assets provides immediate operational synergies and revenue generation potential for GATX’s management platform.

Strategic Implications and Expected Returns

According to GATX’s President and Chief Executive Officer Robert C. Lyons, the acquisition represents a natural extension of the company’s 125-year operational legacy. “This transaction allows us to leverage our distinctive expertise in asset management, commercial strategy, and operational execution,” Lyons stated. “The acquisition strengthens our North American platform while maintaining the capital flexibility necessary for continued growth across all business divisions.”

In the first full year following closing, the transaction is expected to modestly contribute to earnings per share, with material accretion anticipated in subsequent years. GATX’s balance sheet will consolidate the joint venture assets due to the company’s commercial and operational control, while Brookfield Infrastructure’s 70% equity stake will be presented as a non-controlling interest on GATX’s financial statements.

Credit and return metrics are projected to remain generally consistent with GATX’s current financial profile post-acquisition.

Transition and Execution Timeline

The transaction is structured to close in the first quarter of 2026 or earlier, pending standard closing conditions including required regulatory approvals and clearances. GATX has committed to managing a seamless customer transition to its commercial and operational platform, ensuring continuity of service and relationship management throughout the migration process.

Strategic Advisory Support

BofA Securities provided financial advisory services to both GATX and Brookfield Infrastructure. Mayer Brown serves as GATX’s legal counsel, while Brookfield Infrastructure retained Skadden, Arps, Slate, Meagher & Flom LLP for legal representation.

About GATX Corporation

Based in Chicago since its 1898 founding, GATX operates one of the world’s largest fleets of leased transportation assets. The company’s portfolio includes railcars, aircraft spare engines, and tank containers deployed across global markets. GATX has maintained an uninterrupted quarterly dividend since 1919, reflecting its commitment to shareholder returns through multiple economic cycles.