GATX CORP 8-K

What Happened

• GATX filed an 8-K on Jan 5, 2026 disclosing the closing of a transaction that created a joint venture (GABX) to acquire a rail portfolio. On Dec 31, 2025 GABX entered a Credit Agreement providing a $3.0 billion unsecured term loan (drawn at closing) and a $250 million unsecured revolving credit facility, and GATX contemporaneously entered a Guaranty Agreement guaranteeing the JV’s obligations. On Jan 1, 2026 the parties executed an Amended & Restated JV LLC Agreement and a Call Option Agreement giving GATX annual call options to acquire full ownership over time. GATX was named exclusive manager of the JV under a management services agreement.

Key Details

• $3.0 billion unsecured term loan was drawn at closing (Dec 31, 2025); $250 million revolver remains available (includes $50M letter of credit and $50M swingline).
• Term loan interest: SOFR + 1.35% (or alternative base rate + 0.25%); revolver priced on a grid tied to GATX’s public credit rating.
• GATX irrevocably and unconditionally guaranteed the JV’s obligations until release or full repayment; certain events (including loss of GATX ownership) can trigger a 0.50% margin increase.
• Governance: during the “GATX Founder Period” GATX appoints 3 directors and Brookfield 2; Call Option Agreement provides series of annual call options that could result in full ownership if exercised.

Why It Matters

• The JV’s financing funded the acquisition and places a $3.0B term loan on the JV’s balance sheet while GATX has direct credit exposure through its guaranty — meaning GATX could be required to pay under the loan if the JV cannot.
• Investors should note potential credit and cashflow implications: the guaranty increases GATX’s contingent liabilities, and the 0.50% margin step-up tied to ownership changes could raise borrowing costs for the JV.
• The management role and call options give GATX operational control and a path to full ownership, which may drive future revenue or cash commitments depending on option exercise and JV performance.