Banking Recap

M&A Transaction Announced for $4.40B

GATX Corporation (NYSE: GATX), a railcar, aircraft engine, and tank container leasing company, announced a definitive agreement to acquire approximately 105,000 railcars from Wells Fargo for $4.4 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners. Separately, Brookfield Infrastructure agreed to directly acquire Wells Fargo's rail finance lease portfolio of approximately 23,000 railcars and roughly 440 locomotives. This deal is in the rail transportation leasing sector (SIC 4700).

May 29, 2025·SEC EDGAR (8-K)·pending regulatory·joint venture asset acquisition (railcar fleet)

Deal value

This entry is sourced from an 8-K exhibit (Exhibit 99.1) filed by GATX Corporation with the SEC on May 29, 2025 (press release dated May 29, 2025, Chicago), announcing the signing of the definitive agreement. The transaction was expected to close in the first quarter of 2026 or sooner, subject to customary closing conditions including required regulatory approvals and clearances. GATX will serve as manager of the railcars in the joint venture as well as the finance lease railcars and locomotives directly owned by Brookfield Infrastructure.

On financial advisory, BofA Securities acted as the sole financial advisor to both GATX and Brookfield Infrastructure in this transaction, an unusual single-advisor structure for a large acquiring joint venture.

On legal advisory, Mayer Brown served as legal counsel to GATX, and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Brookfield Infrastructure.

The deal structure disclosed is a joint venture with initial equity ownership split GATX 30% and Brookfield Infrastructure 70%, with GATX holding a series of annual call options that, if exercised, would allow GATX to acquire up to 100% of Brookfield Infrastructure's equity interest in the joint venture over up to 10 years. GATX's initial equity contribution was approximately $400 million, funded through general operating cash flow and financing activity. In addition to partner equity, Wells Fargo Securities, LLC, BofA Securities, MUFG Bank Ltd., and Sumitomo Mitsui Banking Corporation (SMBC) agreed to provide the joint venture with a fully underwritten $3.2 billion 5-year unsecured term loan and a $250 million unsecured revolving credit facility.

What is not disclosed: the press release does not state a separate purchase price for the directly-acquired Brookfield Infrastructure finance lease portfolio (23,000 railcars and 440 locomotives) distinct from the $4.4 billion figure tied to the 105,000-railcar operating lease portfolio, and it does not specify the exercise price or schedule for GATX's call options on Brookfield's equity stake.