MIAMI, Fla. – Brightline Holdings LLC (the “Company” or “Brightline”) today announced that the Settlement Date for its previously announced tender offers to purchase for cash (the “Tender Offers”) up to an Aggregate Maximum Repurchase Amount of $250 million for the 6.250% Series 2019A Bonds due 2049, CUSIP number 34061YAB6 (the “2024 Tranche”) and the 6.500% Series 2019A Bonds due 2049, CUSIP number 34061YAD2 (the “2029 Tranche” and, together with the 2024 Tranche, the “Securities”), each of which is part of the $1,750,000,000 Florida Development Finance Corporation Surface Transportation Facility Revenue Bonds (Brightline Passenger Rail Project), Series 2019A (the “Series 2019A Bonds”), issued by the Florida Development Finance Corporation (“FDFC”), will be December 23, 2020 and that the Company is reducing the Aggregate Maximum Repurchase Amount to $225 million and correspondingly reducing the Tranche Tender Cap for the 2024 Tranche to $75 million (from $100 million). The Expiration Date and Withdrawal Deadline expire at 11:59 p.m., New York City time, on December 18, 2020, unless earlier terminated or further extended by the Company.  

 

The Tender Offers are being made in connection with the remarketing by Brightline Trains Florida LLC, a Delaware limited liability company and a subsidiary of the Company (the “Florida PABs Borrower”), of $950,000,000 Florida Development Finance Corporation Surface Transportation Facility Revenue Bonds (Brightline Passenger Rail Project), Series 2019B (the “Series 2019B Bonds”) issued by the FDFC (“the Series 2019B Remarketing”). The Settlement Date for the Tender Offers is also the closing date for the Series 2019B Remarketing.  The Series 2019B Remarketing is a separate financing transaction from the Tender Offers. 

 

The Company also today announced the following:

 

• Accounts under common management collectively own a majority of the Series 2019A Bonds and are expected to tender a majority of the Securities (the “Significant Bondholder”).

 

• The Company expects the Significant Bondholder to purchase a portion of the Series 2019B Bonds in the Series 2019B Remarketing.

 

• The Company expects the Significant Bondholder to purchase from the Company up to $210 million of the Securities on the same economic terms as the remarketed Series 2019B Bonds through a remarketing by the Florida PABs Borrower, of up to $60 million of the 2024 Tranche and up to $150 million of the 2029 Tranche. The Company expects that the remarketing of the Securities will close on December 23, 2020, which is also the expected Settlement Date for the Tender Offers and for the Series 2019B Remarketing. The Significant Bondholder has agreed not to trade in such remarketed Series 2019A Bonds for a period of 60 days after the closing of the remarketing of the Series 2019A Bonds.

 

• Immediately upon closing of the remarketing of the Securities, the Company expects to hold $15 million of the 2024 Tranche.

 

Except as expressly modified by this press release, the terms and conditions of the Tender Offers in the Offer to Purchase, dated November 30, 2020 (the “Offer to Purchase”), remain unchanged, but the Company reserves the right to further extend, amend or terminate one or both Tender Offers. Capitalized terms used and not defined in this press release have the respective meanings given to them in the Offer to Purchase.

 

Each of the Tender Offers is conditioned upon, among other things, (i) the receipt by the Company or the availability of sufficient funds (as determined in the Company’s reasonable discretion) to pay the Tender Offer Consideration plus Accrued Interest on the applicable Settlement Date and (ii) the Company’s having obtained the consent of the required lenders under any applicable financing documents to permit the consummation of the Tender Offers. 

 

The Company currently intends to fund the Tender Offers using cash on hand and the proceeds of short-term financing provided by Morgan Stanley & Co. LLC.

 

Information Relating to the Tender Offers

 

Morgan Stanley & Co. LLC is the dealer manager for the Tender Offers and is also the representative of several remarketing agents in connection with the Series 2019B Remarketing and the sole remarketing agent in connection with the remarketing of the Securities.

 

Investors with questions regarding the Tender Offers may contact Morgan Stanley & Co. LLC at (212) 296-3049. Globic Advisors is the tender and information agent for the Tender Offers. The Offer to Purchase may be obtained from Globic Advisors, free of charge, by calling toll-free at (800) 974-5771 (bankers and brokers can call collect at (212) 227-9622) or emailing rstevens@globic.com.

 

In order to comply with the procedures of The Depository Trust Company, the Company may technically cause a portion of the Securities to be canceled.

 

None of the Company or its affiliates (including the Florida PABs Borrower), their respective boards of directors, the dealer manager, the tender and information agent, the FDFC or the Trustee is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

 

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers or solicitations are unlawful. The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase and the information or documents filed by the Florida PABs Borrower on emma.msrb.org because they contain important information.

 

Forward-Looking Statements

 

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are generally identified by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. The inclusion of any forward-looking information should not be regarded as a representation by the Company that the future plans, estimates or expectations contemplated by the Company will be achieved. Forward-looking statements are not historical facts, but instead represent only the Company’s belief as of the date of this press release regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These risks include but are not limited to the Company’s ability to complete any of the Tender Offers (including obtaining the required consents under any applicable financing documents) and the Florida PABs Borrower’s ability to complete the Series 2019B Remarketing. Furthermore, new risks and uncertainties arise from time to time, some of which may be beyond the Company’s control, and it is not possible for the Company to predict those events or how they may affect the Company. Except as may be required by law, the Company and its affiliates assume no duty to update or revise its forward-looking statements based on new information, future events or otherwise.

 

About Brightline

 

Brightline is the first privately funded passenger rail system in America in over a century and was recognized by Fast Company as one of the Most Innovative Companies in travel. Brightline is designed to reinvent travel and take cars off the road by connecting city pairs and congested corridors that are too close to fly and too long to drive. Providing fast, efficient, hospitality-driven transportation featuring the latest in customer-friendly amenities, Brightline currently operates in Florida between Miami, Fort Lauderdale and West Palm Beach, with plans to develop new stations in Boca Raton, Aventura and Port Miami. Construction to Orlando is underway and will be complete in late 2022. Brightline West, which will connect Las Vegas and Southern California, is shovel ready and expect to launch service in 2024.

 

Media Contact      Ben Porritt, (703) 981-2712

 

Investor Contact   Alexandra Levin, (516) 400-7343