Brookfield Infrastructure, GATX Form $4.4B JV to Acquire Wells Fargo Rail Leasing Business
Brookfield Infrastructure Partners (BIP) and GATX Corporation have formed a joint venture to acquire Wells Fargo’s rail equipment leasing business, valued at approximately $4.4 billion. The transaction, announced on May 30, 2025, transfers Wells Fargo’s entire rail operating lease portfolio, consisting of about 105,000 railcars (primarily freight cars with 97% fleet utilization), to the joint venture. BIP will hold a 70% stake initially, while GATX will own 30%, with an option to acquire full ownership within 10 years.
GATX, a Chicago-based transportation asset manager, will manage the assets and oversee commercial and operational activities, contributing $400 million in equity funded through operating cash flow and financing. BIP, the infrastructure investment arm of Brookfield Asset Management, did not comment but has been active in 2025, including a $1.7 billion divestiture of its 25% stake in Natural Gas Pipeline Company of America to ArcLight Capital Partners, and a $9 billion acquisition of Colonial Enterprises, the largest U.S. pipeline system.
The deal is financed by a $3.2 billion five-year unsecured term loan and a $250 million unsecured revolving credit facility, fully underwritten by Wells Fargo Securities, BofA Securities, MUFG Bank, and Sumitomo Mitsui Banking Corporation. It is expected to close in Q1 2026 or earlier. BofA Securities advised GATX and BIP, with legal counsel from Mayer Brown for GATX and Skadden, Arps, Slate, Meagher & Flom for BIP. Wells Fargo was advised by Wells Fargo Securities and Simpson Thacher & Bartlett.