BRIGHTLINE WEST LAUNCHES FOLLOW-ON PUBLIC EXCHANGE OFFER FOR 2025A BONDS FOLLOWING 96.3% BONDHOLDER PARTICIPATION IN PRIVATE EXCHANGE OFFER; FOLLOW-ON EXCHANGE OFFER TO EXPIRE ON DECEMBER 10, 2025

LAS VEGAS (December 9, 2025) – On November 26, 2025, DesertXpress Enterprises, LLC (“Brightline West” or the “Company”) successfully completed a private exchange offer (the “Private Exchange Transaction”) for a portion of outstanding California Infrastructure and Economic Development Bank Senior Subordinated Secured Revenue Bonds (Brightline Passenger Rail Project), Series 2025A (Green Bonds) (the “California Series 2025A Bonds”), and Director of the State of Nevada Department of Business and Industry Senior Subordinated Secured Revenue Bonds (Brightline West Passenger Rail Project), Series 2025A (Green Bonds) (the “Nevada Series 2025A Bonds” and, collectively with the California Series 2025A Bonds, the “Series 2025A Bonds”). Of the outstanding $2.5 billion aggregate principal amount of Series 2025A Bonds outstanding, holders of approximately 96.3% of such Series 2025A Bonds participated in the Private Exchange Transaction.

 

On Monday, December 1, 2025, Brightline West launched a public exchange offer (the “Public Exchange Transaction”), allowing the remaining approximately 3.7% of the holders of Series 2025A Bonds the opportunity to participate in the Public Exchange Transaction on the same economic terms as the Private Exchange Transaction. Holders of the Series 2025A Bonds should refer to the Invitation to Tender and Exchange Bonds (the “Invitation”) available on the Electronic Municipal Market Access (“EMMA”) website at the following link: https://emma.msrb.org/P11895373-P11448253-P11894739.pdf.

 

The Series 2025A Bonds are subject to certain conditions that, if not satisfied by November 28, 2025 (the “Outside Date”), would have required the Company to redeem the Series 2025A Bonds in full. The Company did not satisfy these conditions on or prior to the Outside Date nor did the Company redeem the Series 2025A Bonds in full according to their terms on or before the Outside Date, which constituted an event of default under the indentures governing the Series 2025A Bonds. Series 2025A Bonds not tendered in connection with the Private Exchange became defaulted securities as of the Outside Date.

 

Brightline West encourages holders of Series 2025A Bonds who did not participate in the Private Exchange Transaction to participate in the Public Exchange Transaction. The new Series 2025B Bonds offered in exchange for the Series 2025A Bonds contain enhanced terms compared to the Series 2025A Bonds, as further described in the Invitation.

 

Holders of Series 2025A Bonds who wish to participate in the Public Exchange Transaction may tender their Series 2025A Bonds through DTC’s Automated Tender Option Program. For further information on how to tender Series 2025A Bonds, holders should contact Kroll Issuer Services (US), the Exchange and Information Agent for the Invitation at (877) 309-6288 or brightline@is.kroll.com. The deadline to participate in the Public Exchange Transaction is December 10, 2025 at 5:00 p.m., New York City time.

 

All holders of Series 2025A Bonds who participate in the Public Exchange Transaction will receive the same compensation that holders received in connection with the Private Exchange Transaction, which includes, 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 of the Public Exchange Transaction) 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, 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. 

Herbert Smith Freehills Kramer (US) LLP (“HSF Kramer”) acted as advisor to certain holders of Series 2025A Bonds who participated in the Private Exchange Transaction. Holders of the 2025A Bonds who wish to participate in the Public Exchange Transaction are encouraged to reach out to Benjamin Sieck (benjamin.sieck@kramerlevin.com) and Ayla Lima (ayla.lima@hsfkramer.com) of HSF Kramer for more information.

 

Brightline West has begun construction and is finalizing remaining construction contracts. The Private Exchange Transaction and the Public Exchange Transaction, 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.

 

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

 

Investor Relations Contact

Alexandra Levin

SVP, Capital Formation & Investor Relations

Alexandra.levin@gobrightline.com