GATX Corporation (GATX)
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Investor Update

May 30, 2025

Operator

Thank you for standing by. My name is Tina, and I will be your conference operator today. At this time, I would like to welcome everyone to the GATX 2025 Investor Meeting. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. At that point, we will take live questions until 8:50 A.M. Central Time. I would now like to turn the conference over to Shari Hellerman, Head of Investor Relations. Please go ahead.

Shari Hellerman
Head of Investor Relations, GATX Corporation

Thank you, Tina. Good morning, and thank you to everyone who has joined us on short notice for our call this morning. For a copy of the press release and presentation slides for this morning's call, please visit the Investor Relations section of the GATX website. After going through the presentation, we will conduct a question-and-answer session for analysts and investors. Today, I'm joined by Bob Lyons, President and Chief Executive Officer; Tom Ellman, Executive Vice President and Chief Financial Officer; and Paul Titterton, Executive Vice President and President of RAIL North America. Please note that some of the information you'll hear during our discussion today will consist of forward-looking statements. Actual results or trends could differ materially from those statements or forecasts.

For more information, please refer to the risk factors included in our earnings release and those discussed in GATX's Form 10-K for 2024 and our other filings with the SEC. GATX assumes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances. I'll pass it over to Bob.

Bob Lyons
President and CEO, GATX Corporation

Thank you, Shari, and thank you all for taking the time to be with us here today. We really appreciate the opportunity to talk with you about this acquisition. This is an outstanding opportunity to acquire the Wells Fargo Rail operating lease portfolio comprised of 105,000 railcars. We're doing so in partnership with Brookfield Infrastructure Partners. I'll just use Brookfield from here forward to keep things short. This JV approach enables us to maintain our very strong capital structure while also giving us full capacity to continue investing in all of our global businesses, which we intend to do given the growth prospects across our markets. GATX is in a unique position to execute this acquisition. We have the leading railcar leasing platform in North America, and this transaction will enable us to leverage the platform to better serve our customers.

In addition to the 105,000 cars we're acquiring, GATX will manage the 23,000 rail cars and 400-plus locomotives that Brookfield is buying directly from Wells Fargo. These rail cars are primarily on financed and levered leases, and they fit well within Brookfield's portfolio. As for the joint venture partnership, GATX's initial equity stake will be 30%. Importantly, we have the option, but not the obligation, to acquire up to 100% of Brookfield's interest over time. This is a really powerful element of this transaction. It allows us to phase in our investment over time, ensuring that we can finance our initial stake and future call options via ordinary course cash flows and financing activities. This gives us a lot of flexibility. The JV will be prudently capitalized with an overall debt-to-equity level similar to GATX's own balance sheet.

We expect that GATX will retain existing credit metrics and our solid investment-grade credit ratings. As noted in the press release, we have $3.45 billion of committed unsecured financing arranged with a consortium of banks through a five-year term loan and a revolver. As for transaction closing, we will initiate the customary regulatory filings. We expect to close in the first quarter of 2026 or sooner. We have a good plan in place to move that along promptly. Moving on to the next page, I will touch on a few highlights of the transaction and the investment and the opportunity for GATX before turning it to Paul, who will discuss the Wells Fargo Rail portfolio, and then to Tom for the joint venture mechanics and financing. First, as I mentioned already, this is an opportunity to fully leverage our RAIL North American platform.

We have outstanding commercial and operational teams, and they do well with hard assets. That is the raw material of our business. We have deep experience in acquiring and integrating railcar portfolios, and we have the systems and experienced people to undertake a smooth transition. We have a maintenance network that operates safely and efficiently, the best in the industry. Over time, we can bring this experience to bear for the benefit of the acquired fleet and the customers utilizing the fleet. Also, we have an expansive customer network, as does Wells Fargo Rail, and there will be overlap as well as new customers. With a more diversified fleet, we can enhance our customer service and experience. My last point is that the partnership with Brookfield is unique in its own right and brings numerous benefits to the forefront.

It brings together our leading global railcar leasing platform with Brookfield, one of the leading global alternative asset managers in the world. The combination of our platform with Brookfield's strengths put us in a very strong spot to execute on this transaction, and it will continue to put us in a good spot to maximize returns from this investment. With that, I'll turn it to Paul, who will cover his section, and then on to Tom.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Thank you, Bob. I'm going to start by just reminding everyone, and most of the folks on this call are already familiar with this market, of the underlying dynamics in the markets we serve, and talk a little bit about how those dynamics are going to change and some of the aspects of the fleet in this business. As you can see from the chart, rail shippers have a choice of several different ways to procure railcars. They can buy them, and you can see some shippers choose to do that. They can source them from their serving railroad, or they can lease them. You can see here today, almost 60% of the North American railcar fleet is sourced from operating lessors like GATX. On the right-hand side here, you can see the share of the lessor market represented by various different participants.

What I will say is this: the lessor market is going to remain a diverse and competitive market. One of the things I always say about the operating lease market, it is a fiercely competitive market with a number of very successful organizations competing to win lessees' business. What this transaction does is make GATX the unquestioned leader in this space. We are going to have one of the most diverse offerings that can be brought to the table by any participant in this railcar market, really in the history of this industry, and we're very excited about that. As we go to the next slide and we talk about the specific diversification benefits for GATX's fleet, you can see here that historically, GATX has always been a tank car-focused operating lessor.

One thing I want to note is that the characteristics of the tank car leasing market are attractive, and GATX is going to continue to be a leader in the tank car leasing market. That is not going to change. What the Wells Fargo integration will do for us is it will give us a lot more balance. You can see when you look on the right-hand side of the slide and see the pro forma fleet makeup, we are still going to, again, be a leader in the tank car space but have a very balanced fleet across car types and, importantly, as well across commodities. If we go to the next slide, we can see some of the detail behind the commodity diversification that we are going to take on here. This is really, I think, a point worth emphasizing.

We have always stated that we believe that we can earn the most attractive risk-adjusted return for our shareholders when we have a diverse exposure to a wide range of car types and commodities. Growing diversification has been an objective of ours for a long time. It is one on which we have executed, but this acquisition really allows us to turbocharge that diversification and really develop one of the most balanced fleets in the industry from a commodity exposure standpoint. Next slide. On the next slide, you can see here this is just a history of the investments that GATX has made. The point I want to hit here is, while the Wells Fargo transaction is different in terms of scale—obviously, it is 105,000 railcars that we are taking on here—it is not different in terms of strategy or approach.

From a strategy and approach standpoint, GATX has been focused on finding attractive opportunities to deploy capital in the secondary market. You can see here that we've been very successful doing that. Really, this is an extension of that strategy, but at a scale that we've never seen before. That is one of the things I think that we're so excited about, the opportunity to do what we do well and earn the kinds of returns we've been earning at this scale is really quite unique. Finally, to my final slide before I turn it over to Tom, a little bit about the value creation opportunity for our North American rail platform. First of all, as is self-evident, there's a large revenue opportunity here from the leasing revenue.

In addition, the management fees that we're going to take on, both as manager of the joint venture and as manager of the finance lease portfolio, that's a real opportunity for GATX as well. We often get asked, frankly, why we don't do more in terms of leveraging our platform to manage. This is a great opportunity to do exactly that. The platform itself, obviously, we're going to have a tremendous opportunity to take advantage of the breadth of the Wells Fargo fleet and customer base. We also do see significant opportunities to benefit from maintenance efficiencies as well as administrative efficiencies. Those are both going to be sources of significant value creation for GATX. I would say that the administrative efficiencies will manifest fairly rapidly. The maintenance efficiencies may take a little bit longer, but we're optimistic about both.

Finally, as all those who know GATX know, we have been a very active participant in the railcar secondary market. This gives us a lot more raw material to play in that market, and we are very excited about the value creation opportunities from doing exactly that.

Tom Ellman
EVP and CFO, GATX Corporation

Thank you, Paul. Good morning, everyone. The point of these last four slides will just be to visually illustrate some of the comments that Bob made at the opening of the presentation. Starting on page 11, on the left-hand side, you can see a visual illustration of the structure, which shows that the joint venture will be owned 70% by Brookfield, 30% by GATX, and will acquire 100% of the Wells Fargo Rail operating lease assets. It is important to note that this is an illustration of how this will work from a financial standpoint. As Paul noted, the business will be operated very consistent with the way GATX does its overall commercial and operating activity. Serving as manager, GATX will be managing 100% of the assets.

Just highlighting a couple of points on the right-hand side, the partners will receive the cash flows proportionate to their equity interest. At the beginning, they would be distributed on this 70%/30% basis that you see on the left-hand side of the chart. From an accounting standpoint, this will be shown consolidated on GATX's financial statements. All the assets, all the liabilities, all the revenue, all the expense will show up on the face of the balance sheet and the income statement. On the balance sheet, there will be, in the equity section, a non-controlling interest number, which takes out the ownership percentage that Brookfield has. Similarly, on the income statement, after total income, you'll have a deduction for the income attributable to the non-controlling interest.

The target debt will be between 70%-75% at the JV level, which is in line with GATX consolidated results. As mentioned previously, GATX will have operational control and integrate the portfolio into our platform on an operating basis. If we flip to the next page, this is just an illustrative description of how the call option mechanics work. Each call option will allow GATX to acquire 10% of Brookfield's initial equity interest at a predetermined price. With Brookfield starting with 70% of the equity, each option allows GATX to acquire an additional 7% of the joint venture. At the bottom of the page, again, we just wanted to show how this works on an illustrative basis. To simplify this, so you can just easily see the 30 and the 70, we've shown equity of $1,000 on the page.

As Bob mentioned in his opening comments, the actual equity is about $1.3 billion, which means Brookfield's initial equity interest is around $900 million and GATX is around $400 million. You can see that if we were to exercise all the options over time, it would take 10 years for GATX to have 100% of the equity. If we flip to the next page, the point of this page is, again, something Bob mentioned in his opening comments, which is that this is very manageable from a GATX capital spending perspective. On the January earnings call, we noted we expected to do about $1.3 billion of investment in 2025, which was a very strong level, but down a bit from the $1.7 billion we've done each of the previous two years.

When you include $400 million of equity investment from this transaction, it's right in line with the last couple of years. On the far right-hand side of the page, we just wanted to show the committed CapEx that we have over the next few years, which primarily is the result of the North American rail supply agreement. When you add the illustrative numbers in from the previous page, you can see that this is extremely manageable from an investment perspective and consistent with Bob's comments that the structure for the deal was designed to make this manageable so we can continue to invest in the same way across our business segments. Flipping to the last page, this just, again, shows our focus on maintaining a strong balance sheet.

The left-hand side just shows over time what the company leverage has been and how little of the assets are secured. We do not expect any new secured debt as a result of this transaction. On the right-hand side of the page, you can see that the leverage is consistent with our historical level and certainly consistent with the targets that we have. Part of the reason this is possible is, again, the JV is expected to be levered in a way very similar to GATX's core business. With that, that ends our prepared presentation. We'll be happy to open it up to questions.

Operator

This time, I would like to remind everyone that we will be taking questions until 8:50 Central Time. To ask a question, press star, then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Our first question comes from the line of Kenney. I apologize, with Goldman Sachs. Please go ahead.

No worries. Thank you. Congrats on the deal, everybody. Just a quick question for me first to start. You mentioned modest EPS accretion in the first full year and more meaningful accretion beyond that. Can you expand upon the magnitude of potential EPS accretion and maybe the puts and takes to think through that there? Maybe any color on near-term dilution if that's also a thought. Thanks.

Tom Ellman
EVP and CFO, GATX Corporation

I'll start and I'll let others chime in. This is Tom. As you know, we typically provide guidance for the year we're in. We're continuing with that approach. Given the expected close of the transaction, either later in 2025 or early in 2026, we certainly would not expect any material impact on the 2025 guidance. As far as beyond that, what we're always looking for is economically accretive investment. We feel very good about what is happening from that perspective. One of the nice features of this transaction is, in addition to that strong economic accretion, we expect in a relatively short period of time for it to be accretive from an accounting perspective as well.

Bob Lyons
President and CEO, GATX Corporation

Yeah. I would just add too, Andrzej, that you mentioned dilution. There will be transaction expenses in 2025 for sure. We'll break those out separately for you.

They shouldn't be too material. The timing of the close of the transaction actually dovetails very well with when we typically would be giving our annual guidance. We will be in a good position to do that as we get towards year-end into the beginning of 2026. We are excited about the prospects. There are certainly, as Paul pointed out, a number of different ways that this will contribute to GATX's bottom line going forward, whether it be just from the cash flows of the portfolio or the relevant fee income too as well. Different avenues to get to a positive outcome.

Makes sense. Just a little bit on the antitrust and approval process. Is there anything we should know about that process for this deal specifically? Are there any concerns there at all, given the size of the deal? Just what's underpinning the first quarter of 2026 completion guidance? Is there a specific approval that's driving that timeline that we should be aware of? Thanks.

Yeah. There's no unique approvals outside the standard that you would expect in the DOJ regulatory filing. That is kind of the main driver. We're giving ourselves some leeway on that outside date of first quarter of 2026. We're all motivated to make that happen sooner, and we'll try to do that. As for the filing itself or antitrust concerns, we think the diversification of the fleet puts us in a very good spot, as well as the fact that this market, whether it's railroad-owned cars, shipper-owned cars, or lessor-owned cars, it's a very large fleet. We still won't have a significant position in any one particular car type going forward. In reality, our customers and railroads still have the same access today and will in the future to acquire railcars as they have today. We think we're in a good position on that front.

Appreciate the thoughts there. One more from me was just on the Wells fleet makeup, maybe in terms of average age and contract composition, if you could speak to how old that fleet is on average. Then maybe just a more conceptual question. If more railcar assets are now going to be in the hands of operating lessors and not financial lessors, how does that impact overall industry pricing discipline in the future? Are there any incremental opportunities with the lower cost of capital financial lessors selling their fleets?

Not really, Andrzej. The dynamics of the market aren't going to change that significantly. We or any other lessor in the marketplace today, or even after this transaction is consummated, don't have unfettered pricing power. That's not going to change. It's a very competitive market. It's going to continue to be a competitive market, whether the cars are in the hands of strategic players in the market like ourselves or other financial lessors.

Got it. That's it for me. I'll hop back into queue. Appreciate it.

Operator

Again, to ask a question, press star one on your telephone keypad. Our next question comes from the line of Justin Bergerman with Gabelli Fund. Please go ahead.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Good morning, Bob. Good morning, Tom. Congratulations on today's news.

Tom Ellman
EVP and CFO, GATX Corporation

Thank you.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Thank you. I'm not sure I heard you comment on the age of the fleet. Is that something you can speak to now? Any sort of outsized commodity exposure or car exposure?

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. I'll take the first one, Justin. Thank you for the congratulations. Good to hear you online. As for the specifics of the Wells Fargo rail portfolio at that detailed level, we're not disclosing that information now. Their composition, they're a very experienced, sophisticated lessor with a diversified fleet that would not look unusually unlike ours from an overall kind of characteristic standpoint. Nothing unusual there. I'll let Paul lay out the diversification of their fleet and how it will look on a combined basis. I'll let Paul comment further.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah, sure. As I noted in my prepared remarks as we went through the slides, I think the diversification benefit here to GATX is quite substantial. Wells Fargo has historically been focused on the freight car markets. When we think about the markets that we serve, we serve all of the same markets, but really in different proportions. As I said earlier, the big thing this is going to do is bring a lot of balance to GATX in terms of car type exposure and commodity exposure. There is really no one commodity or car type to highlight, mainly because the result of this transaction is just a very nicely balanced and diversified fleet across car types and commodities.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Okay. Thank you. That's helpful. Appreciate it. Secondly, is there any way you can help us understand the economics of the management of these railcars and the kind of responsibility for the commercial aspects of the leases and the maintenance, what it means for your business? Because everything else that you've kind of managed and maintained has been 100% owned business.

Tom Ellman
EVP and CFO, GATX Corporation

Sure. Just from a fee structure, we're not breaking anything out in particular, Justin, at this point. It's an economically attractive investment for GATX. We're very excited about that from an operational standpoint. The entire structure of the deal is really geared for GATX to have operational control, which we will. Brookfield's position on this has been that GATX is the strategic player in this market and wants to allow GATX to do what we do best. The governance, the ownership structure, and kind of changing over time and the day-to-day operational control is all focused on that point to let us do what we do well. We will have full operational control on a maintenance standpoint. Right now, as a bank lessor, Wells Fargo utilizes a third-party network. We will continue to utilize that third-party network in the future, given the scale of the fleet.

Over time, if there are opportunities to bring some of that work into our facilities, we will do so.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Okay. Appreciate that detail. Maybe just one final question, if I may. With respect to Brookfield, I mean, clearly they have an enormous balance sheet, and they're going to be remaining, I guess, the owner of the 23,000 car portfolio and locomotive portfolio, which I didn't see separate terms for. What is their desire? I mean, I assume that the deal is structured for them to get attractive returns. Help me understand kind of why they are going to phase out their interest in the JV potentially and why they didn't try and do something like this outright or even bring GATX into their fold. Just help me understand what you understand their incentives to be here.

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. The two pieces of the portfolio are very different. What we're buying in the 105,000 cars is an operating lease portfolio that all the characteristics are very similar to what GATX does today. For us to really pursue the acquisition alongside Brookfield, our objective was to ultimately take full ownership of those assets over time. Brookfield understood that and was very creative in working with us in terms of putting together a structure that worked for both us and them on that front. We wanted to ultimately control or to own all of the assets in that portfolio. This allows us to do it. The 23,000 cars and the 400-plus locomotives is a bit of a different animal in terms that it's a leveraged and financed lease portfolio. Those are much more like secured loans. You would typically see those.

Most of those that are done in the rail industry are typically done by banks or financial institutions or organizations that have access to very attractively priced capital. With the various pockets and pools of capital within Brookfield, they have better homes for that type of financing than GATX would. We looked at the two very differently, but we were able to bring a full solution to Wells Fargo in terms of their full exit from the business.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Okay. Thank you.

Tom Ellman
EVP and CFO, GATX Corporation

Yep. Thank you.

Operator

Our final question comes from the line of Doug Carson with Bank of America. Please go ahead.

Doug Carson
VP and Quantitative Finance Analyst, Bank of America

Yes. Hi. Thank you very much. I'm just wondering if you had a chance to speak with the rate names you had and then also the $3.2 billion of credit facilities. Actually, I think there's a loan that you're going to be taking. Are they going to be sitting on the GATX balance sheet, or are they going to be sitting at the JV? Just trying to get a sense of the leverage you're going to have at the company.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. We expect that the rating agencies will come out with announcements very soon, today, most likely. We do not expect any impact on our ratings. As far as the way the debt works, as noted in your earlier comments, the leverage targets within the JV are very similar to GATX's business as a whole. The JV itself will hold the debt, but the debt in the JV is guaranteed by GATX. The rating agencies are aware of that and it will be reflected in the announcements that they come out with today or shortly.

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. Just add, obviously, with a transaction of this size, for sure, we have been talking with the rating agencies in advance. There is no surprise here. As Tom showed on his last slide, GATX's debt to equity today is 3.2 x. On a pro forma basis, at close, we would be 3.5 x Those are all numbers that have been shared with the rating agencies.

Doug Carson
VP and Quantitative Finance Analyst, Bank of America

Thank you.

Operator

Our next question comes from the line of Beth Gemmakers with Sukhiyana International Group. Please go ahead.

Good morning, and thanks for taking my questions. This deal has—sorry, a sale of the Wells fleet has been rumored really since maybe a year or two after they bought the GE portfolio 19 years ago. What made this the right time for this to come together now where Wells could be content and you guys and your partner, Brookfield, could be content with the outcome?

Tom Ellman
EVP and CFO, GATX Corporation

That's a great question because you're correct. It's been rumored numerous times. First and foremost, over the course of the last few years, the Wells Fargo rail team and Wells Fargo has done a very good job of proactively addressing some issues and some challenges in the portfolio. They've sold down certain of the most challenged car types, scrapped out older equipment, and really did some constructive things to the portfolio to put it in a very good position today where we're in a spot where we can buy and run the portfolio as opposed to buy and fix. That was a big appeal to GATX. We're able to buy it at a level that makes sense for Wells Fargo, as noted in their press release that they issued yesterday, while still generating very attractive returns for us and for Brookfield.

Back to Brookfield, if we look at your illustrative call option slide 12, I mean, I do not know if the price in here is arbitrary or if that is tied to the actual economics in the deal where you say they are fixed, but it has it going down every year in the future in an asset-based inflation area. Is that how the deal is structured? If so, why was that contemplated between you and them? Thank you.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yep.

Tom Ellman
EVP and CFO, GATX Corporation

Beth, come on. Good sharp eye on that. The illustrative numbers are meant to show directionally what's going on. The reason for the phenomenon that you talked about is that we do not expect the JV to make any material additional investments over time. As railcars scrap, the actual number of cars that are in the portfolio will decrease. The options are priced to be consistent with that pattern.

All right. So it's reflected to be a constant or semi-constant measure of the value of the portfolio with some runoff assumed, effectively?

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. That's a good way to think about it.

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. It's a static portfolio with a typical wind down for scrappings and car sales.

I won't call this the last one yet, but your language, I know we've talked a little bit about accretion, and we'll talk more about the quantification of that in next January in your normal course, the guiding. You did have modestly accretive in year one, effectively 2026, and then more material contributions thereafter in the press release. When we think about just the drivers of your confidence in that accretion on a GAAP or accounting basis accelerating, how much of that is coming from you, your equity stake rising over time? How much of that is maybe some cost synergies as you integrate the portfolio? How much of that is just renewing leases that are probably still under market on a lot of this book?

I just want to understand why you feel that accelerates and what the key drivers of that are from an accounting basis. Thank you.

Sure. In summary, very good points that you raise in terms of the different ways to get to accretion. Therein lies the power of the opportunity here because it is not any one specific item in particular. It truly is a combination of five, six, seven different elements that will come together and that we are confident will come together because this is the business we are in. This is what we do, and what we have done for 125 years is generate attractive returns off of the railcar leasing portfolio. There are a lot of different tools we have at our disposal. With a portfolio this size, we will use them all. There is not one particular item I could point to. We are buying the portfolio we believe at the right price at a very attractive valuation for us and one that works for Wells Fargo.

We will be able to generate a good return off of that. As we get into it in the future, we will be able to delineate a little bit more for you on exactly some of those different markers or different avenues we are using. Quite honestly, it is almost like looking at the existing GATX portfolio and saying, "How are you going to generate very attractive income and return in the future?" It is through releasing. It is through extending terms. It is through getting better lease rates. It is through remarketing. It is through maintaining the cars more efficiently. All of those things apply to the portfolio we are going to be acquiring as well with the overlay of the management team.

Thank you for your time today.

Yep.

Operator

Our next question comes from the line of Justin Bergner with Gabelli Fund. Please go ahead.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Thanks for the follow-ups, guys. First off, just the illustrative call option slide, maybe it's just so that the numbers add to 1,000, but it shows GATX equity at 300 and Brookfield at 700. Just to make sure the real numbers are the 400 and the 900, right? And the debt is proportionally a little bit lower versus that illustrative slide?

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. That's exactly right. The numbers shown here are purely so you can kind of see how the math works. The equity investment is $1.3 billion split $900 million/$400 million between Brookfield and GATX.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Okay. Thank you. Then secondly, on the subject of cars, I mean, do you expect a proactive approach to further reduce and triage out the undesired car types from the portfolio? You mentioned that some actions have been taken over the last few years.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. This is Paul speaking. I'll take that. What I will say is, yes, I'll first of all commend the Wells Fargo rail team because they have put this portfolio in good shape. As Bob said, it's not a buy and fix. For the assets that are in the portfolio that do serve some of the challenged markets, the key thing there is have we valued them appropriately? Because as I always say, we can buy almost any railcar and profitably deploy it as long as we've put the right amount of capital into it. In this particular case, I'm not going to get into specific fleets. What I will say is, broadly speaking, this portfolio, both the good and the bad in it, and again, it's mostly good, but the portfolio has been valued appropriately.

Some of the more challenged car types, the value at which we're taking them on is appropriate for those challenges. We feel confident that we can manage them effectively.

Justin Bergner
VP and Portfolio Manager, Gabelli Funds

Okay. Thanks for the follow-ups.

Tom Ellman
EVP and CFO, GATX Corporation

Thank you.

Operator

Our next question comes from the line of Brandon McCartney with Citizen. Please go ahead.

Great. Good morning, everyone. Just had two quick questions. I wanted to first talk about kind of the managerial oversight of the portfolio and the Wells assets. You mentioned you're expecting modest EPS accretion in the first year. What assumptions on remarketing income are kind of baked into that outlook? Do you expect to be as active on the remarketing front relative to the rail North America portfolio, the current portfolio?

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. I appreciate the question. In terms of the components of that accretion in Q1, again, we're not going to fight that here today. We can do that much more accurately for you as we get closer to the close of this transaction into the early part of 2026. There will be remarketing activity for sure on this side of the portfolio, just like there will be on ours. Paul will comment on that.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. What I'll just say here is we talked about the makeup. You can see in our slides the makeup of the fleet. One of the nice things about the Wells fleet is a lot of the car types in that fleet are car types that are some of the most liquid secondary market car types out there, things like grain and plastics. As I said, we think we have really kind of restocked the shelves with a lot of attractive assets to sell in the secondary markets. We view that as a big opportunity as part of this.

Got it. I appreciate the color there. Looking at the Wells assets, I'm wondering if you can comment on the current lease rate profile of that portfolio and maybe your outlook for renewal success. I guess do you see a similar LPI compared to the current rail North American portfolio?

Tom Ellman
EVP and CFO, GATX Corporation

Yeah. Until we get to closure on the transaction, we can't provide too much more color than we've already provided on the characteristics of the portfolio. It's a highly utilized fleet. We can tell you that. As I said, there's not a situation here where we are going to be buying a portfolio that's got an enormous number of unutilized cars that we have to go put on lease. They're doing it. The Wells Fargo rail team's doing a really good job and has done a good job. From a utilization standpoint, it's high.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. Oh, I'm sorry.

Tom Ellman
EVP and CFO, GATX Corporation

From a lease price standpoint, we will deploy all of the strengths and tools we have to continue to have success with renewal success rate and raising lease rates. We will provide more of those details as we get to closure.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Yeah. As far as the nature of the operating statistics we would expect to provide, we would expect to provide the same types of information that we provide on our own fleet.

Understood. I got it. Thanks, everybody. That's all for me.

Tom Ellman
EVP and CFO, GATX Corporation

Great. Thank you.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Thank you.

Operator

Our next question comes from the line of Beth Demayer with Sutter Kuhana International Group. Please go ahead.

Thanks for taking my follow-up. Just one semi-related question. Now that you have a signed deal, is there anything material to the due diligence that you were not able to do in the prior structure that will be a big piece of discovery over the next six to nine months? Or is this more about just getting through the regulatory approvals and final financing?

Tom Ellman
EVP and CFO, GATX Corporation

Beth, it's much the latter. It's just getting through the standard regulatory filings and everything else. The Wells team did a fantastic job in building out the due diligence data room and everything else that we required. When you have rail people talking to rail people, we know what information to ask for, and they know what to provide. We're not anticipating anything significant.

Thank you.

Paul Titterton
EVP and President of RAIL North America, GATX Corporation

Great. Thank you.

Operator

With that, we are at time. I will now hand the call back over to Shari for closing remarks.

Shari Hellerman
Head of Investor Relations, GATX Corporation

I'd just like to thank everyone for joining and for your continued interest in GATX. Please contact me with any follow-up questions. Have a great day.

Operator

This does complete today's conference call. You may now disconnect.

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