Brookfield Infrastructure Partners and GATX Secure Regulatory Approval for $4.4 B Wells Fargo Rail Lease Acquisition

BIP
December 22, 2025

Brookfield Infrastructure Partners (BIP) and GATX Corporation have secured all required regulatory approvals to complete a $4.4 billion transaction that will transfer Wells Fargo’s rail operating lease portfolio to a newly formed joint venture. The deal will give BIP a substantial addition to its rail asset base and broaden its infrastructure mix, while GATX will strengthen its position as a leading rail‑car lessor.

The portfolio consists of roughly 105,000 railcars, and BIP will also acquire Wells Fargo’s separate rail‑finance lease portfolio of about 23,000 railcars and 440 locomotives. The joint venture will be structured with BIP holding a 70% equity stake and GATX holding 30%, with GATX retaining an option to acquire full ownership over time. The transaction is financed with a $3.2 billion five‑year unsecured term loan, a $250 million revolving credit facility, and an initial $400 million equity contribution from GATX.

Regulatory approval removes the last major hurdle, allowing the parties to move forward with closing the transaction in the first quarter of 2026, with an anticipated closing date around January 1, 2026. The approval confirms that the transaction meets all antitrust and competition requirements in the United States and Canada.

Strategically, the acquisition expands BIP’s rail footprint and diversifies its infrastructure portfolio, aligning with its long‑term focus on high‑barrier, long‑life assets that generate stable cash flows. For GATX, the deal consolidates its market share and enhances its fleet mix, supporting its growth strategy in North America. Wells Fargo’s divestiture is part of its broader effort to streamline operations and concentrate on core banking services.

GATX CEO Robert C. Lyons said the acquisition “is an outstanding opportunity to build on GATX’s leading North American platform” and that the joint venture will maintain financial flexibility while creating value through operational synergies. Wells Fargo Commercial Banking EVP David Marks noted that the sale is consistent with the bank’s strategy to simplify its business and focus on core banking products.

The regulatory approval follows BIP’s strong Q3 2025 earnings, which saw revenue of $5.98 billion and earnings per share of $0.44—well above analyst expectations—underscoring the company’s robust financial health and positioning it to pursue further infrastructure investments.

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