0000950103-23-001639.txt : 20230201 0000950103-23-001639.hdr.sgml : 20230201 20230201162330 ACCESSION NUMBER: 0000950103-23-001639 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230130 FILED AS OF DATE: 20230201 DATE AS OF CHANGE: 20230201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corvina Holdings LTD CENTRAL INDEX KEY: 0001368872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40267 FILM NUMBER: 23577106 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: 441534602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: X0 ZIP: JE1 1BJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Branson Sir Richard CENTRAL INDEX KEY: 0001368963 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40267 FILM NUMBER: 23577104 MAIL ADDRESS: STREET 1: RICHARD'S HOUSE, THE VALLEY STREET 2: VIRGIN GORDA CITY: NECKER ISLAND STATE: D8 ZIP: POBOX 1091 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Virgin Group Holdings LTD CENTRAL INDEX KEY: 0001402303 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40267 FILM NUMBER: 23577105 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ BUSINESS PHONE: #44 1534 602000 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER, JERSEY STATE: X0 ZIP: JE1 1BJ REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Virgin Investments Ltd CENTRAL INDEX KEY: 0001791283 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40267 FILM NUMBER: 23577107 BUSINESS ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: Y9 ZIP: X0 JE1 1BJ BUSINESS PHONE: 442074662766 MAIL ADDRESS: STREET 1: LA MOTTE CHAMBERS CITY: ST HELIER STATE: Y9 ZIP: X0 JE1 1BJ ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin Orbit Holdings, Inc. CENTRAL INDEX KEY: 0001843388 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 981576914 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4022 EAST CONANT STREET CITY: LONG BEACH STATE: CA ZIP: 90808 BUSINESS PHONE: (562) 706-7108 MAIL ADDRESS: STREET 1: 4022 EAST CONANT STREET CITY: LONG BEACH STATE: CA ZIP: 90808 FORMER COMPANY: FORMER CONFORMED NAME: NextGen Acquisition Corp. II DATE OF NAME CHANGE: 20210129 4 1 dp188079_4-viltd.xml FORM 4 X0306 4 2023-01-30 0 0001843388 Virgin Orbit Holdings, Inc. VORB 0001791283 Virgin Investments Ltd CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001368872 Corvina Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001402303 Virgin Group Holdings LTD CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 0001368963 Branson Sir Richard CRAIGMUIR CHAMBERS ROAD TOWN TORTOLA D8 VG1110 VIRGIN ISLANDS, BRITISH 0 0 1 0 Common Stock 252126308 I See Footnote 12.0% Senior Secured Convertible Note 2.894 2023-01-30 4 P 0 10000000 10000000 A 2024-10-15 2024-11-04 Common Stock 3455425 3455425 D Virgin Investments Limited ("VIL") is the record holder of the securities reported herein. VIL's sole shareholder is Corvina Holdings Limited, whose sole shareholder is Virgin Group Holdings Limited. Sir Richard Branson owns and has the ability to appoint and remove the management of Virgin Group Holdings Limited and, as such, may indirectly control the decisions of Virgin Group Holdings Limited, regarding the voting and disposition of securities owned by Virgin Group Holdings Limited. As a result, each of the foregoing entities and Mr. Branson may be deemed to share beneficial ownership of the securities held by VIL. On January 30, 2023, Virgin Orbit Holdings, Inc. ("Issuer") sold and issued to VIL a senior secured convertible note (the "Convertible Note") in the principal amount of $10.0 million, which is convertible into shares of Issuer's common stock, par value $0.0001 per share (the "Common Stock") or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. Subject to any limitations under the rules of the Nasdaq Stock Market, the Convertible Note will automatically convert into Qualified Securities (as defined below) at a conversion price equal to the purchase price paid by investors in the relevant Qualified Financing (as defined below) if, prior to the earliest to occur of the Maturity Date (as defined below), any Fundamental Change Effective Date and the effective date of any Merger Event (each as defined in the Convertible Note), Issuer consummates a bona fide third-party financing of the Common Stock or securities convertible into or exchangeable for Common Stock for gross cash proceeds of at least $50.0 million in one or more related and substantially similar and simultaneous transactions at the same price (a "Qualified Financing" and the securities sold in such Qualified Financing, the "Qualified Securities"). VIL will have the option to convert all or a portion of the Convertible Note in accordance with such terms in a financing by the Issuer that would have been a Qualified Financing but for the gross cash proceeds in such financing being less than $50.0 million, with such conversion effected as described above as if such financing were a Qualified Financing. Additionally, on or after October 15, 2024, VIL has the right to convert all or any portion of the Convertible Note into shares of Common Stock at an initial conversion rate of 345.5425 shares of Common Stock per $1,000 principal amount of the Convertible Note (subject to adjustments as provided in the Convertible Note, the "Fixed Conversion Rate"). In the event of a Fundamental Change, a Merger Event (each as defined in the Convertible Note) or a redemption of the Convertible Note by the Issuer, or if any automatic conversion in connection with a Qualified Financing would be subject to limitations set forth in the relevant rules of the Nasdaq Stock Market, VIL has the right to convert the Convertible Note at the Fixed Conversion Rate. Prior to the Maturity Date, the Issuer may redeem all or part of the Convertible Note for cash at a redemption price equal to 100% of the principal amount of the Convertible Note to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Issuer undergoes a Fundamental Change (as defined in the Convertible Note), then, subject to certain conditions, VIL may require the Issuer to repurchase for cash all or any portion of the Convertible Note at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Note to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. Represents the date of maturity (the "Maturity Date"), unless earlier repurchased, converted or redeemed in accordance with its terms prior to such date. Initially, a maximum of 3,455,425 shares of the Common Stock may be issued upon conversion of the Convertible Note based on the Fixed Conversion Rate, subject to adjustment provisions included in the Convertible Note. The Convertible Note is not currently convertible and will be convertible prior to October 15, 2024 only upon the satisfaction of certain conditions and during certain periods. Virgin Investments Limited, By: /s/ James Cahillane, as attorney-in-fact 2023-02-01 Corvina Holdings Limited, By: /s/ James Cahillane, as attorney-in-fact 2023-02-01 Virgin Group Holdings Limited, By: /s/ James Cahillane, as attorney-in-fact 2023-02-01 Sir Richard Branson, By: /s/ James Cahillane, as attorney-in-fact 2023-02-01