Mayer Brown advises Morgan Stanley on $5.35 billion refinancing for Florida’s high-speed rail system

Mayer Brown advised Morgan Stanley on groundbreaking transactions that provided financing to support design, development, and construction of high speed rail projects for Brightline Trains Florida (Brightline), a high-speed passenger rail system connecting major populations in Florida. The proceeds of the various financings were used to completely overhaul Brightline’s capital structure by refinancing over $5 billion in debt and funding various reserve accounts.

Brightline’s current rail project runs a total of approximately 235 miles from Miami to Orlando with up to 36 one-way trains daily that are capable of speeds of up to 125 miles per hour. The transactions were also designed to facilitate future steps to expand the Brightline project from Orlando to Tampa. The transactions involved a complex, bespoke structure that included the following financings:

$2.219 billion in investment grade rated, tax-exempt private activity bonds (PABs) issued by the Florida Development Finance Corporation (FDFC) and partially insured by Assured Guaranty Municipal Corp.;
$25 million under a senior secured revolving credit facility;
$1.325 billion in taxable high-yield senior secured notes;
$80 million under an unsecured subordinated credit facility;
$925 million in unrated, tax-exempt PABs issued by FDFC; and
$775 million in preferred equity.

The recapitalization spanned across a variety of different financing markets and drew upon the knowledge of several parts of Mayer Brown, with the various financings incorporating elements from project finance, municipal bond finance, and high-yield corporate finance. The transactions also included Brightline’s debut high-yield issuance.

The team was led by partners David Narefsky, George Miller and included partners David Bakst, Joaquin C de Baca, Steven Garden and counsel Jeromy Cannon, Mike Loquercio, and Cory Menees and associates Christophe Wassaf, Casey Williams, Gonzalo Go, Victoria McGrath, Marc Leong, Nicholas Kohler, K.P. Ifediba, and Kameryn Garel-McCullough in the firm’s Chicago, Charlotte, and New York offices.

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