M&A - GATX CORP

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525131543

Filing Summary: On May 29, 2025, GATX Corporation announced a definitive agreement for the acquisition of approximately 105,000 railcars from Wells Fargo Bank for $4.4 billion. This acquisition will be conducted through a newly formed joint venture with Brookfield Infrastructure Partners, with GATX holding a 30% stake initially and Brookfield holding 70%. GATX has options to acquire full ownership of the joint venture over time. The purchase also includes approximately 223 locomotives directly from Wells Fargo. The transaction is subject to customary conditions, including regulatory approvals, and is expected to close in early 2026. GATX has guaranteed the joint venture’s debt financing and will manage the railcars acquired in the joint venture. In conjunction with the purchase agreement, an Investors Agreement was established to govern relationships and funding obligations among the involved parties. The document outlines that GATX has call options to increase its stake in the joint venture, with certain provisions for the governance and management of the joint venture. A press release detailing the joint venture formation was issued on the same date.