MIAMI, Fla. –Brightline Holdings LLC (the “Company” or “Brightline”) today announced the expiration and results for its previously announced tender offers (the “Tender Offers”) to purchase for cash up to an Aggregate Maximum Repurchase Amount of $225,220,000 (increased from $225,000,000) for the securities listed in the table below (collectively, the “Securities”), exclusive of Accrued Interest. The Company increased the Tranche Tender Cap for the 2024 Tranche to $75,045,000 (from $75,000,000) and for the 2029 Tranche to $150,175,000 (from $150,000,000) and correspondingly the Aggregate Maximum Repurchase Amount as set forth above. Such increases were made so that the Company will purchase $225 million aggregate principal amount of the Securities after giving effect to the proration terms outlined in the Offer to Purchase (as defined below). The Tender Offers were made pursuant to the terms and conditions set forth in the offer to purchase, dated November 30, 2020 (the “Offer to Purchase”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

As of the previously announced expiration date and time of 11:59 p.m., New York City time, on December 18, 2020 (the “Expiration Date”), according to information provided by Globic Advisors, the tender and information agent for the Tender Offers, a total of $1,150,835,000 aggregate principal amount of Securities had been validly tendered and not validly withdrawn in the Tender Offers. Withdrawal rights for the Securities expired at 11:59 p.m., New York City time, on December 18, 2020. The table below sets forth the aggregate principal amount and percentage of the Securities validly tendered and not validly withdrawn by the Expiration Date that will be accepted for purchase by the Company.

 

Security(a)(b)	Mandatory Tender Date	CUSIP Number	Principal Amount Previously Outstanding	Tranche Tender Cap	Principal Amount Tendered	Percent Tendered of Amount Outstanding	Principal Amount to be Purchased(c)	Tender Offer Consideration(d)
6.250% Series 2019A Bonds due 2049 (the “2024 Tranche”)	January 1, 2024	34061YAB6	$250,000,000	$75,045,000	$207,580,000	83.03%	$75,000,000	$1,000.00
6.500% Series 2019A Bonds due 2049 (the “2029 Tranche”)	January 1, 2029	34061YAD2	$1,000,000,000	$150,175,000	$943,255,000	94.33%	$150,000,000	$1,000.00

 

(a)     Each tranche of Securities is part of the $1.75 billion Florida Development Finance Corporation Surface Transportation Facility Revenue Bonds (Brightline Florida Passenger Rail Project), Series 2019A issued by the Florida Development Finance Corporation (“FDFC”), pursuant to an Indenture of Trust, dated as of April 18, 2019 (as amended and supplemented, the “Indenture”), between the FDFC and Deutsche Bank National Trust Company, as trustee (the “Trustee”). The proceeds of the Securities were loaned to Brightline Trains Florida LLC (f/k/a Virgin Trains USA Florida LLC) (the “Florida PABs Borrower”) pursuant to a senior loan agreement.

 

(b)     The offers with respect to each tranche of Securities were subject to an Aggregate Maximum Repurchase Amount of up to $225,220,000.  The Company, the indirect parent of the Florida PABs Borrower, will not allocate the Aggregate Maximum Repurchase Amount between the tranches of Securities. Each tranche of Securities was subject to the applicable Tranche Tender Cap independent of the other Tranche Tender Cap.

 

(c)     Reflects the aggregate principal amount of Securities to be purchased after giving effect to the proration terms in the Offer to Purchase.

 

(d)     The Tender Offer Consideration for Securities validly tendered prior to or at the Expiration Date and accepted for purchase is per $1,000 principal amount. No additional tender consideration will be payable. No offer to purchase was made for the 6.375% Series 2019A Bonds due 2049 (CUSIP number 34061YAC4).

 

Payment for the Securities that are validly tendered prior to or at the Expiration Date and that are accepted for purchase will be made on December 23, 2020 (the “Settlement Date”).

 

The “Tender Offer Consideration” for each $1,000 principal amount of each tranche of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offers is specified on the table above, which consideration is 100% of the principal amount for both tranches of Securities. No additional tender consideration will be payable. Only holders of the Securities who validly tendered and did not validly withdraw their Securities at or prior to the Expiration Date are eligible to receive the Tender Offer Consideration for any such Securities accepted for purchase.  

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date to, but not including, the applicable Settlement Date  (“Accrued Interest”).

 

Brightline expects to fund the Tender Offers using cash on hand and the proceeds of short-term financing provided by Morgan Stanley & Co. LLC. 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 Florida Passenger Rail Project), Series 2019B 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.

 

 As previously announced, 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 having obtained the consent of the required lenders under any applicable financing documents to permit the consummation of the Tender Offers. 

   

Information Relating to the Tender Offers

 

Morgan Stanley & Co. LLC is the dealer manager for the Tender Offers. 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.     

 

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 did 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 were unlawful. The full details of the Tender Offers 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