GATX Corporation (NYSE:GATX) and Brookfield Infrastructure Partners L.P. (NYSE:BIP) entered into a definitive agreement to acquire Rail Assets of Wells Fargo & Company (NYSE:WFC) for $4.4 billion on May 29, 2025. Consideration will be paid in cash. GATX and Brookfield Infrastructure will acquire approximately 105,000 railcars from Wells Fargo. The sale includes Wells Fargo's entire portfolio of rail operating lease assets.

The Purchase Agreement provides for a termination fee in the amount of $275 million payable by the GATX and Brookfield to the Wells Fargo in certain circumstances including related to the failure of the JV to obtain the debt financing required to close the transaction. Wells Fargo Securities, LLC, BofA Securities, MUFG Bank Ltd., and Sumitomo Mitsui Banking Corporation (SMBC) are providing the joint venture with a fully underwritten $3.2 billion 5-year unsecured term loan and a $250 million unsecured revolving credit facility.

The transaction is subject to customary closing conditions, including required regulatory approvals and clearances, and it is expected to close in the first quarter of 2026 or sooner.

Wells Fargo Securities, LLC served as exclusive financial advisor, and Lee Meyerson, Sven Mickisch and Timothy Gaffney of Simpson Thacher & Bartlett, LLP served as legal counsel to Wells Fargo in connection with the transaction. BofA Securities acted as the sole financial advisor to GATX and Brookfield Infrastructure. Mayer Brown is serving as legal counsel to GATX, Eric C Otness, Ralph E Perez, Jeffrey A Brill, Michael Reed, Jeff A Romero, David M Wagener, Kenneth B Schwartz, Aryan Moniri, Ken D Kumayama of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Brookfield Infrastructure. Morgan Stanley & Co. LLC acted as financial advisor to GATX Corporation.