Brightline West Sets Out Bond Exchange Plan to Support High-Speed Rail Funding

Brightline West has agreed a transaction support arrangement to advance the refinancing of its existing Series 2025A Bonds, which total 2.5 billion USD.

The company, formally known as DesertXpress Enterprises, LLC, said the agreement is expected to lead to a private exchange involving a substantial majority of current bondholders. The Series 2025A Bonds were originally issued through the California Infrastructure and Economic Development Bank and the Director of the Nevada Department of Business and Industry.

The move comes as construction progresses on Brightline West’s planned high-speed rail link between Las Vegas and Southern California. According to the company, the exchange process is designed to provide additional time to complete its broader funding strategy, which includes securing further equity, arranging additional debt facilities and pursuing federal loan support.

Brightline West note that most large holders of the Series 2025A Bonds have already indicated support for the private exchange. It aims for full participation across the existing bond base through a combination of the private transaction and a subsequent public exchange. To encourage involvement, the company has revised terms attached to the new Series 2025B Bonds that will be issued as part of the swap.

A follow-on public exchange is planned shortly after the completion of the private deal. All investors who take part in either exchange are expected to receive the same package of consideration. This includes:

• A pro rata share of up to 1.8 billion USD in new senior secured Series 2025B Bonds, issued on a par-for-par basis for eligible Series 2025A Bonds. The new bonds will rank ahead of Brightline West’s subordinated debt, including any Series 2025A Bonds that remain outstanding
• A pro rata repurchase of around 700 million USD of Series 2025A Bonds at a 1 percent premium. The company anticipates that this will lower its outstanding bond debt (excluding escrow bonds to be issued at closing) to about 1.8 billion USD.
• Accrued and unpaid interest on bonds tendered for exchange or repurchase, up to but not including the closing date, which is expected on or around 26 November 2025.
• A pro rata allocation of warrants representing up to 7.5 percent of the common units of BL Trains Holding West LLC, plus an additional pro rata allocation of warrants for a further 7.5 per cent of the same entity. The latter is linked to liquidity to be retained by Brightline West following the exchange.

In addition to the bond transactions, Brightline West has committed to raise at least 400 million USD in equity by 31 March 2026. It expects to receive 50 million USD in each of January, February and March 2026. Of the total, 250 million USD is earmarked for redeeming Series 2025B Bonds, with the remainder intended to support continued project development.