BRIGHTLINE WEST ANNOUNCES TRANSACTION SUPPORT AGREEMENT RELATING TO PRIVATE EXCHANGE AND FOLLOW-ON PUBLIC EXCHANGE OF $2.5 BILLION OF SERIES 2025A BONDS

LAS VEGAS (November 20, 2025) – DesertXpress Enterprises, LLC, also known as “Brightline West,” announced today that it has entered into a transaction support agreement that is expected to culminate in a private exchange by holders of a significant majority of the $2.5 billion of Series 2025A Bonds issued by California Infrastructure and Economic Development Bank and the Director of the State of Nevada Department of Business and Industry. Brightline West has begun construction and is finalizing remaining construction contracts. This private exchange and the follow-on public exchange, described below, are intended to facilitate the continued construction of Brightline West’s buildout of the first true high-speed passenger rail system in the United States, which will connect Las Vegas and Southern California. These transactions are designed to allow Brightline West adequate time to obtain the additional equity funding, debt financing and federal loans for the project while enabling construction to progress.

 

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 in the form of, among other things:

 

• A pro rata portion of up to $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 $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 $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 $400 million in equity by March 31, 2026 (and expects to receive $50 million of such equity on each of January 1, February 1 and March 1 of 2026), $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.

 

Counsel to certain of the Series 2025A Bondholders, Herbert Smith Freehills Kramer (US) LLP (“HSF Kramer”), will host a call on Thursday, November 20, at 3 p.m. (ET) (the “Bondholder Call”) for all interested Series 2025A Bondholders to discuss the exchange.

 

If you would like to participate in the Bondholder Call, please reach out to Benjamin Sieck (benjamin.sieck@hsfkramer.com) and Ayla Lima (ayla.lima@hsfkramer.com) of HSF Kramer, with the name of the holder and the principal amount of Series 2025A Bonds held by such holder. Upon receipt of this information, Mr. Sieck or Ms. Lima will provide dial-in information for the Bondholder Call.

 

Brightline West will also hold a call on Friday, November 21, at 10 a.m. (ET) (the “Company Call”) where it will provide a further update on the status of project and the exchange. Please join the event conference 5-10 minutes prior to the start time using the Participant Passcode listed below.

 

Link to join: Join Conference | GlobalMeet

Participant Passcode: 762888

 

Select national and local dial-in numbers are as follows:

United States: 800 330 6730

United States, New York: +1 646 769 9500

United States, Chicago: +1 312 471 1351

United States, Los Angeles: +1 213 279 1575

United States, Miami: +1 786 297 8585

 

A more complete list of access numbers is also available at this link.

 

Forward-Looking Statements

The statements contained in this press release, that are not purely historical, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements can be identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “targets,” “projects,” “contemplates” or the negative terms or other comparable words, or by discussions of strategy, plans or intentions. Examples of forward-looking statements are statements that concern the private and follow-on public exchanges and the Company’s future plans, strategies, revenues, costs, projects and liquidity. The forward-looking statements contained herein are based on the Company’s expectations and are necessarily dependent upon assumptions, estimates and data that the Company believes are reasonable as of the date made but that may be incorrect, incomplete or imprecise or not reflective of actual results. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors, such as the Company’s ability to consummate the private exchange and follow-on public exchange, the Company’s ability to obtain commitments and enter into definitive agreements for other debt financing, the actual terms of any such debt financing, the Company’s ability to obtain third-party equity financing, the Company’s ability to execute construction contracts, the actual terms of these construction contracts, and the Company’s ability to commence construction, equipping and operations of the project. The Company does not undertake to update or revise any of the forward-looking statements contained herein, irrespective of whether the forward-looking statements contained herein will be realized. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors.

 

About Brightline West

Brightline is the only private provider of modern, eco-friendly, intercity passenger rail service in America – offering a guest-first experience designed to reinvent train travel and take cars off the road by connecting city pairs and congested corridors that are too short to fly and too long to drive. Brightline West will connect Las Vegas and Southern California with the first true high-speed passenger rail system in the nation. The 218-mile, all-electric rail service will include a flagship station in Las Vegas, with additional stations in Victor Valley and Rancho Cucamonga. At speeds up to 200 miles per hour, trains will take passengers from Las Vegas to Rancho Cucamonga in about two hours, twice as fast as the normal drive time. Brightline is currently operating its first passenger rail system connecting Central and South Florida with stations in Miami, Aventura, Fort Lauderdale, Boca Raton, West Palm Beach, and Orlando.

 

Media Contact

Antonio Castelan

Brightline West Communications

acastelan@brightlinewest.com