Virgin Trains USA LLC (Brightline) entered into an agreement to acquire DesertXpress Enterprises, LLC for $120 million on September 17, 2018. Under the terms of the agreement, Brightline agreed to pay a cash consideration of approximately $60 million and issue stocks worth $60 million at closing in exchange of all the membership interests in DesertXpress. A deposit of $2 million is payable if the deal is not closed by November 30, 2018 which will be adjusted as part of cash component of the consideration. The consideration terms are subject to certain adjustments based on the debt at closing and success of the planned IPO of Brightline. The cash portion of the consideration is intended to be funded from the proceeds of the public offering with planned amount of $100 million, a concurrent private placement with Corvina Holdings Limited, an affiliate of Virgin Enterprises Limited and/or other debt or equity financing, including a planned $2.3 billion debt financing for the construction of North Segment of Brightline’s operations. Under certain scenarios, the deposit amount $2 million will be retained by the sellers as part of termination effects. As part of a stockholder agreement signed in relation to the DesertXpress transaction, Anthony Marnell (Tony Marnell), founder and Chief Executive Officer of Marnell Companies, has been designated to class II director of Virgin Trains. The transaction is subject to customary closing conditions including federal approvals including a decision by the Bureau of Land Management and approval from the Surface Transportation Board. The deal is also subject to non-failure of closure of Tharaldson Land transaction. As of October 26, 2018, Surface Transportation Board exempted this condition. Closing of the transaction was previously expected to occur in second quarter of 2019 while as of January 30, 2019, the closing is now expected in the first quarter of 2019. Gregory Gilbert of Holland & Hart LLP acted as legal advisor to DesertXpress and sellers. Damien R. Zoubek, Keith Hallam, Andrew W. Needham, Christopher K. Fargo and Matthew Morreale of Cravath, Swaine & Moore LLP acted as legal advisors to Brightline. Virgin Trains USA LLC (Brightline) cancelled the acquisition of DesertXpress Enterprises, LLC on September 17, 2019.