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.

After the completion, the initial equity ownership will be mix of JV: 30% GATX / 70% Brookfield Infrastructure. This deal is structured with 70% debt financing and 30% equity. GATX guarantees the debt, which consists of a $3.2 billion 5-year unsecured term loan and a $250 million unsecured revolving credit facility. GATX has call options to buy 10% of Brookfield Infrastructure's equity each year for up to 25 years. This allows GATX to gradually acquire 100% of the JV at a pre-determined price, at its own pace. 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. As of September 16, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has been expired. As of December 22, 2025, GATX Corporation and Brookfield Infrastructure Receive All Required Regulatory Clearances and transaction is expected to complete on or about January 1, 2026.

Wells Fargo Securities, LLC served as exclusive financial advisor, and Timothy Gaffney, Lee Meyerson, Sven Mickisch, Louis Argentieri, Makala Kaupalolo, Caroline Geiger, Jeannine McSweeneym, Jonathan Goldstein,Edgar Lewandowski, Jennifer Albrecht, Niels Jensen, Peter Guryan of Simpson Thacher & Bartlett, LLP, Étienne Renaudeau, Malcolm J. (Mick) Tuesley, Brian D. Christiansen of Simpson Thacher & Bartlett united kingdom branch and Henry Llewellyn of Simpson Thacher & Bartlett (Belgium) DE 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. David S. Bakst, John P. Berkery, Rohith P. George, William R. Kucera, Kim A. Leffert, Scott P. Perlman, William H. Stallings, Daniel P. Whitmore, Adam C. Wolk, Stephanie B. Vasconcellos of Mayer Brown LLP and Mayer Brown International LLP 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. Jason P. Wagenmaker of Akin Gump Strauss Hauer & Feld LLP act as legal advisor for GATX Corporation.