DesertXpress Enterprises, known as Brightline West – the company constructing the new 350-km high-speed line from Las Vegas to Rancho Cucamonga, linking Nevada with Southern California – has entered into a transaction support agreement expected to lead to a private exchange by holders of a substantial majority of the USD 2.5 billion issue.
The arrangement is intended to support the continued delivery of the high-speed line, providing Brightline West with the necessary time to secure additional equity funding, debt financing and federal loans for the project, while allowing construction to move forward without interruption.
The contemplated private exchange has already received broad support from a supermajority of holders of the Series 2025A Bonds, who constitute most of the largest holders of the Series 2025A Bonds. Brightline West hopes that 100% of the Series 2025A Bonds will participate in either the private exchange or the follow-on public exchange and is enhancing the terms of the new Series 2025B Bonds that will be received by investors in the exchange.
Brightline West intends to launch the follow-on exchange, on a public basis, promptly after settlement of the private exchange to allow additional holders of the Series 2025A Bonds to participate on the same economic terms. All holders that participate in the exchanges will receive the same compensation:
- A pro rata portion of up to USD 1.8 billion (depending on participation levels) of new senior secured bonds in Brightline West (on a par-for-par basis for exchanged Series 2025A Bonds not being repurchased as described below). The new Series 2025B Bonds will be senior in right of payment to Brightline West’s subordinated debt (including any Series 2025A Bonds that do not participate in the exchange);
- A pro rata repurchase of participating Series 2025A Bonds of approximately USD 700 million, at a 1% premium, reducing Brightline West’s outstanding bond debt (excluding escrow bonds anticipated to be issued substantially concurrently with the closing) to approximately USD 1.8 billion;
- Accrued and unpaid interest on such holder’s Series 2025A Bonds validly tendered for repurchase and exchange to, but not including, the closing date (expected to be on or around November 26, 2025); and
- A pro rata number of warrants for up to 7.5% of the common units of BL Trains Holding West LLC and, in exchange for additional liquidity that may be retained by Brightline West, a pro rata number of warrants for an additional 7.5% of the common units of BL Trains Holding West LLC.
In further support of the project, Brightline West has also committed to raise at least USD 400 million in equity by March 31, 2026 (and expects to receive USD 50 million of such equity on each of January 1, February 1 and March 1 of 2026), USD 250 million of which will be used to redeem the Series 2025B Bonds and the remainder would be used to continue to advance the project.
