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Financial statements

GATX Corporation Announces Definitive Agreement to Acquire 105,000 Railcars from Wells Fargo Bank

Strategic Insights

— 2 min read

GATX Corporation has entered into a definitive agreement to acquire approximately 105,000 railcars from Wells Fargo Bank, N.A. and its affiliates for $4.4 billion through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners. The acquisition is part of a larger transaction that includes the purchase of approximately 223 locomotives from Wells Fargo and the direct acquisition of Wells Fargo's rail and locomotive finance lease portfolio.

Key Takeaways:

  • GATX Corporation will acquire approximately 105,000 railcars from Wells Fargo Bank, N.A. and its affiliates for $4.4 billion through a joint venture with Brookfield Infrastructure Partners L.P.
  • The joint venture will initially have GATX owning 30% of the equity, with Brookfield owning 70%. GATX has annual call options to acquire up to 100% of the joint venture equity over time.
  • The acquisition is part of a larger transaction that includes the purchase of approximately 223 locomotives from Wells Fargo and the direct acquisition of Wells Fargo's rail and locomotive finance lease portfolio.
  • The transaction is subject to regulatory approval and is anticipated to close in the first quarter of 2026 or sooner, subject to customary closing conditions.
  • The historical audited financial statements of Wells Fargo Rail, a carve out business of Wells Fargo, as of and for the years ended December 31, 2024 and 2023, are included in the exhibits of the Form 8-K.
  • The unaudited pro forma condensed combined financial statements of GATX and Wells Fargo Rail, as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024, are also included in the exhibits.
  • Include specific names, programs, organizations, and personal stories, such as Wells Fargo Bank, N.A. and its affiliates, Brookfield Infrastructure Partners L.P., and Thomas A. Ellman, Executive Vice President and Chief Financial Officer of GATX Corporation.
  • Discuss the impact of the acquisition on GATX's revenue and profitability, as well as the potential risks and challenges associated with the transaction.

Statistics:

  • $4.4 billion: The total price of the railcars being acquired by GATX.
  • 105,000: The number of railcars being acquired by GATX.
  • 223: The number of locomotives being purchased directly by GATX from Wells Fargo.
  • $*: The debt financing to be guaranteed by GATX, but exact amount is not specified.
  • 30%: The initial ownership share of the joint venture to be held by GATX.
  • 70%: The initial ownership share of the joint venture to be held by Brookfield.
  • 100%: The maximum amount of joint venture equity that GATX can acquire through annual call options.
  • 2026: The anticipated closing date of the transaction, subject to regulatory approval and customary closing conditions.

Sources:

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION (U.S. SEC)
  • FORM 8-K, filed by GATX Corporation on October 15, 2025
  • Exhibit 99.1: Audited combined financial statements of Wells Fargo Rail as of and for the years ended December 31, 2024 and 2023
  • Exhibit 99.2: Unaudited condensed combined financial statements of Wells Fargo Rail as of June 30, 2025 and for the six months ended June 30, 2025 and June 30, 2024
  • Exhibit 99.3: Unaudited pro forma condensed combined financial statements of GATX and Wells Fargo Rail as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024.

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