GATX Corporation · NYSE:GATX
GATX — Merger or Acquisition (May 2025)
14 slides from GATX's merger presentation, May 30, 2025
Slide 1: GATX and Brookfield Infrastructure Acquire Wells Fargo's Rail Assets
GATX and Brookfield Infrastructure Acquire Wells Fargo’s Rail Assets Investor Presentation May 30, 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements Statements in this presentation not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, accordingly, involve known and unknown risks and uncertainties that are difficult to predict and c
Slide 3: Today's Presenters
Today’s Presenters Robert Lyons Chief Executive Officer Thomas Ellman Chief Financial Officer Paul Titterton President, Rail North America 3
Slide 4: Transaction Summary
Transaction Summary ▪ GATX Corporation (“GATX”) and Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield Infrastructure”) have formed a joint venture (“JV”) to acquire Wells Fargo Rail’s (“WFR”) operating lease portfolio, composed of approximately 105,000
Slide 5: Compelling Acquisition Opportunity
Compelling Acquisition Opportunity ▪ Commercial Benefits ▪ A unique opportunity to build on GATX Rail North America’s platform ▪ Further enhances GATX’s fleet diversification across rail car types, end markets, and customers ▪ Proven Track Record • Capitalizes on GATX’s successful track record of ac
Slide 6: Industry and Pro Forma Lessor Ownership Share
Industry and Pro Forma Lessor Ownership Share: North America Industry Ownership Share (Based on approximately 1.65 million railcars) Pro Forma Lessor Ownership Share (Based on approximately 944K lessor- 11% owned railcars) 17% 25% 26% 57% 25% Lessors GATX 57% 9% 14% 15% 13% 13% GATX CIT Trinity AITX
Slide 7: Enhanced Diversification: Complementary Car Types
Enhanced Diversification: Complementary Car Types WFR Assets are highly complementary to GATX’s platform and will further diversify GATX’s fleet 5% 5% 3% 2% 7% 2% 6% 3% 6% 8% 4% 32% GATX 16% 27% 10% WFR Pro Rail North + = 6% America Assets Forma Approximately 105,000 Approximately 215,000 Approximat
Slide 8: Enhanced Diversification: Ability to Place Cars in a Variety of Services
Enhanced Diversification: Ability to Place Cars in a Variety of Services % of Fleet CAR TYPE COMMODITIES CARRIED GATX WFR Assets Pro Forma General Service Tank Liquid Fertilizers, Asphalt, Food-Grade Oils, Lubricating Oils, Light Chemicals, Molten sulfur, Clay 34% 3% 19% TA N K C A R S Cars Slurry,
Slide 9: Proven Track Record of Disciplined Growth
Proven Track Record of Disciplined Growth We have acquired nearly 30,000 railcars in the secondary market since 2014, for approximately $1.5 billion, and have generated attractive returns doing so. 2024 GATX North American Rail Secondary Acquisition Source market 2023 purchases Secondary totaled 201
Slide 10: Value Creation
Value Creation Revenue Opportunities 1 - 105,000 incremental railcars on GATX’s commercial platform - Management fees Platform Opportunities 2 - Broad and diverse existing customer base - Maintenance efficiencies allowing for a better experience for more customers - Overlapping administrative and su
Slide 11: Joint Venture Structure Overview
Joint Venture Structure Overview GATX is expected to control the JV from Day 1 and consolidate in our financial statements Structure At Closing Overview ▪ GATX and Brookfield Infrastructure fund 30% and 70%, respectively, of the equity purchase price Commercial ▪ Partners receive cash flows proporti
Slide 12: Overview of GATX's Call Options
Overview of GATX’s Call Options GATX has the option to acquire 100% of the assets over time Overview of Call Options ▪ GATX will hold a series of call options that give it the option to purchase 10% of Brookfield Infrastructure’s equity every year for up to 25 years, allowing GATX to phase the purch
Slide 13: GATX Capital Spending Levels
GATX Capital Spending Levels GATX’s equity contributions to the JV are anticipated to be modest in relation to overall capital expenditures and consistent with historical investment levels 1,800 $1,700 $1,665 $1,674 1,600 $400 1,400 $1,256 1,200 $1,181 $1,132 $1,064 $ MILLIONS $994 Assumes JV call o
Slide 14: Maintaining a Strong Balance Sheet
Maintaining a Strong Balance Sheet At closing, expect leverage to stay within our target range and no new secured debt Historical Leverage and % of Secured Assets Pro Forma Recourse Leverage Sold aircraft leasing business; 8.0x reduced leverage 50% and % of secured assets 40% 6.0x Stable leverage po