ITEM 1.01 Entry Into A Material Definitive Agreement

GATX Corporation ("GATX") entered into an Underwriting Agreement (the "Underwriting Agreement"), with BofA Securities, Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters listed therein (collectively, the "Underwriters"), dated May 8, 2020, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, $500,000,000 aggregate principal amount of 4.000% Senior Notes due 2030 (the "Notes"), as described in the prospectus supplement, dated May 8, 2020 (the "Prospectus Supplement"), filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-233276 (the "Registration Statement").

The Notes will be issued under the Indenture, dated as of February 6, 2008, between GATX and U.S. Bank National Association, as trustee, and an officers' certificate providing for the issuance of the Notes. The Underwriters are expected to deliver the Notes against payment on May 12, 2020.

Copies of the Underwriting Agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

See Item 1.01

ITEM 9.01 Financial Statements and Exhibits




  (d) Exhibits.


   1.1        Underwriting Agreement, dated May 8, 2020, between GATX and BofA
            Securities, Inc., Morgan Stanley & Co. LLC and Citigroup Global Markets
            Inc., as representatives of the several underwriters named therein.

   4.1        Form of 4.000% Senior Notes due 2030.

   5.1        Opinion of Mayer Brown LLP as to the validity of the securities being
            offered.

  23.1        Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto).

  104       The cover page from this Current Report on Form 8-K, formatted in Inline
            XBRL.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses