Brightline West bond exchange plan backs rail funding

Brightline West bond exchange plan is at the centre of a new financing push for the company’s high-speed rail corridor between Las Vegas and Southern California. As reported by Railway-News, the company, formally known as DesertXpress Enterprises, LLC, has agreed a transaction support arrangement to refinance 2.5 billion USD of outstanding Series 2025A Bonds.

This is reported by the railway transport news portal Railway Supply.

These Series 2025A Bonds, totalling 2.5 billion USD, were originally issued through the California Infrastructure and Economic Development Bank together with the Director of the Nevada Department of Business and Industry.

By putting this agreement in place, Brightline West is preparing a refinancing of Series 2025A Bonds that will extend the time available to complete its wider funding strategy, which combines further equity, additional debt facilities and potential federal loan support while construction of the Las Vegas–Southern California high-speed rail link continues. Earlier coverage by Railway Supply has underlined how this corridor is positioned as a key high-speed connection between Southern California and Las Vegas.

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Structure of the Brightline West bond exchange plan

Under the plan, Brightline West first aims to run a private exchange with a substantial majority of existing Series 2025A bondholders, followed by a public exchange offer. This private and public bond exchange structure is intended to secure full participation across the bondholder base. The company notes that most large holders have already indicated support, and to encourage wider take-up it has revised the terms of the new securities that investors will receive.

According to a Brightline West press release, the transaction support agreement sets the framework for this private exchange and follow-on public offer. The same announcement confirms that construction has begun and that the financing steps are aligned with the broader development of the 218-mile all-electric high-speed rail line.

Terms of the new senior secured Series 2025B Bonds

Investors who take part in either exchange are expected to receive the same package of consideration. At its core is 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. These new senior secured Series 2025B Bonds will rank ahead of Brightline West’s subordinated debt, including any Series 2025A Bonds that remain in place after the transaction. For investors, the Brightline West Series 2025A and 2025B bonds will therefore sit within a clearer hierarchy in the capital structure.

The package also includes a pro rata repurchase of around 700 million USD of Series 2025A Bonds at a 1 percent premium. Brightline West anticipates that this mix of new issuance and repurchase will reduce its outstanding bond debt, excluding escrow bonds to be issued at closing, to about 1.8 billion USD. Bondholders whose securities are tendered for exchange or repurchase will additionally receive accrued and unpaid interest up to, but not including, the closing date, which is expected on or around 26 November 2025.

Warrants in BL Trains Holding West LLC and equity raise

Alongside the debt elements, the consideration package features warrants in BL Trains Holding West LLC. Participating investors will receive a pro rata allocation of warrants representing up to 7.5 percent of the common units of this entity, together with a further pro rata allocation of warrants for another 7.5 percent. The second block is linked to the level of liquidity that Brightline West retains following the exchange, giving bondholders additional upside if the company’s financial position strengthens.

Beyond the exchange itself, Brightline West has committed to raise at least 400 million USD in equity by 31 March 2026 to support continued project development. It expects to receive 50 million USD in each of January, February and March 2026, with 250 million USD earmarked for redeeming Series 2025B Bonds and the remaining funds dedicated to advancing the high-speed rail project.

Through the Brightline West bond exchange plan and this 400 million USD equity raise, the company aims to put in place a funding structure capable of delivering the Las Vegas–Southern California high-speed rail link and underpin the broader Brightline West high-speed rail funding plan.

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