Through its parent company Vieco U.S.A., Inc Virgin Orbit, the responsive launch and space solutions company, and NextGen Acquisition Corp. ll (NextGen), a special acquisition company, have announced they have entered into a definitive merger agreement by which Virgin Orbit will become a publicly traded company.
Expected to close in the fourth quarter of this year, the transaction is expected to generate up to US$483 million in cash, which includes up to US$383 million in cash held in a trust account of NextGen and a US$100 million fully committed PIPE (private investment in public equity.) and the merger will see the Virgin Orbit name retained. The transaction values Virgin Orbit at an implied pro forma enterprise value of approximately US$3.2 billion and will be subject to, among other things, approval by NextGen’s shareholders and the satisfaction or waiver of other customary closing conditions.
Virgin Orbit’s existing shareholder base is comprised of Virgin Group, (“Virgin”), Mubadala Investment Company (“Mubadala”), and management and employees. Existing Virgin Orbit shareholders will roll 100% of their equity into the combined company. Assuming no redemptions by NextGen’s shareholders, existing Virgin Orbit shareholders should retain ownership of approximately 85% of the combined company, NextGen’s public shareholders are expected to own approximately 10% of the combined company, with PIPE investors and the SPAC sponsor expected to own approximately 3% and 2%, respectively, in each case, immediately following closing.
Virgin Orbit has developed a proprietary air-launch technology, coupled with world-class manufacturing infrastructure and a proven team to transform space access for a diverse and global customer base. Since its founding in 2017, Virgin Orbit has developed the world’s first air-launched, liquid-fueled launch system.
