GATX and Brookfield Secure Regulatory Approval for $4.4 Billion Wells Fargo Rail Asset Acquisition

GATX
December 22, 2025

GATX Corporation and Brookfield Infrastructure Partners announced that they have received all required regulatory clearances to complete a $4.4 billion joint‑venture acquisition of Wells Fargo’s rail operating lease portfolio. The transaction will be executed through a new joint venture in which GATX holds 30 % equity and Brookfield holds 70 %, with GATX retaining an option to acquire the remaining equity over time.

The deal adds roughly 105,000 railcars from Wells Fargo’s operating lease portfolio to the joint venture, while Brookfield also acquires an additional 23,000 railcars and 440 locomotives from Wells Fargo’s finance‑lease portfolio. The combined fleet will give the joint venture a diversified mix of freight and intermodal assets, positioning it to meet the persistent supply constraints and high demand that have driven leasing rates higher than the broader rail market.

GATX’s strategy has long focused on expanding its North American rail fleet to capture pricing power in a market where new car production is limited and scrapping activity remains robust. By adding Wells Fargo’s assets, GATX will increase its leasing capacity, strengthen its market position, and realize operational synergies through shared management of the fleet. The joint‑venture structure also spreads risk and allows GATX to scale its exposure gradually, aligning with its long‑term growth plan.

The transaction is expected to close on or around January 1, 2026, after the parties secure final financing. The deal will be funded with a $3.2 billion term loan and a $250 million revolving credit facility, supplemented by equity contributions from both GATX and Brookfield. The financing structure provides the liquidity needed to integrate the new assets while preserving capital for future acquisitions.

GATX’s 2024 results—net income of $284.2 million and earnings per share of $7.78—exceeded 2023 levels, reflecting higher leasing revenue and disciplined cost management. The acquisition is projected to be modestly accretive to earnings in the first full year after closing, with larger contributions expected as the expanded fleet reaches full utilization. Brookfield’s Q3 2025 results, with earnings per share of $0.44 versus an estimate of $0.2773 and revenue of $5.98 billion versus an estimate of $2.05 billion, demonstrate the partner’s strong financial performance and its capacity to support the joint venture’s growth.

The partnership combines GATX’s expertise in rail asset ownership and management with Brookfield’s infrastructure investment focus, creating a platform that can leverage scale, operational efficiency, and capital resources to capture opportunities in a consolidating rail leasing market.

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