Virgin Galactic Holdings, Inc (SPCE): debt financing — Virgin Galactic repurchases ~$354.6M of 2.50% notes; issues $212.5M 9.80% first lien notes

Virgin Galactic Holdings, Inc

Repurchased ~$354.6M of existing 2.50% convertible notes due 2027, reducing outstanding from $425M to ~$70.4M.
Raised cash via registered direct offering of 2.2M shares and pre-funded warrants for 8.4M shares.
Issued $212.5M of 9.80% First Lien Notes due 2028 in private placement, plus warrants to purchase 31.7M shares at $6.696.
New Notes secured by first-priority liens on substantially all assets; mandatory redemption of ~$30.4M by Sep 30, 2026.
No underwriting fees; transactions closed December 18, 2025.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Virgin Galactic Holdings, Inc incurred senior notes of $212.5 million with Wilmington Savings Fund Society, FSB at 9.80% maturing December 31, 2028.

Instrument: senior notes
Principal: $212.5 million
Counterparty: Wilmington Savings Fund Society, FSB
Rate: 9.80%
Maturity: December 31, 2028
Event: incurrence

Exact text from the filing

the Company issued and sold for cash, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), (i) approximately $212.5 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (the “New Notes”)

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Virgin Galactic Holdings, Inc issued convertible note to certain investors for approximately $212.5 million aggregate principal amount.

Security: convertible note
Purchaser: certain investors
Consideration: approximately $212.5 million aggregate principal amount

Exact text from the filing

the Company issued and sold for cash, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), (i) approximately $212.5 million aggregate principal amount of a new series of its 9.80% First Lien Notes due 2028 (the “New Notes”) (which includes approximately $9.9 million aggregate principal amount of additional New Notes pursuant to adjustments under the Subscription Agreements) and (ii) warrants to purchase approximately 31.7 million shares of its Common Stock (the “Purchase Warrants”)

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Virgin Galactic Holdings, Inc issued approximately 31.7 million shares of its Common Stock of warrant to certain investors.

Security: warrant
Shares: approximately 31.7 million shares of its Common Stock
Purchaser: certain investors

Exact text from the filing

warrants to purchase approximately 31.7 million shares of its Common Stock (the “Purchase Warrants”) (which includes a number of additional Purchase Warrants pursuant to adjustments under the Subscription Agreements), with an exercise price equal to $6.696

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Virgin Galactic Holdings, Inc entered into New Notes Indenture with Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent valued at approximately $212.5 million aggregate principal amount (effective 2025-12-18).

Action: entry
Agreement: notes offering
Counterparty: Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent
Value: approximately $212.5 million aggregate principal amount
Effective: 2025-12-18

Exact text from the filing

On December 18, 2025, the Company completed the closing of the sale for the New Notes pursuant to an indenture (the “New Notes Indenture”), by and among the Company, the Subsidiary Guarantors (as defined below) party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

Virgin Galactic Holdings, Inc entered into Registration Rights Agreement with certain investors (effective 2025-12-18).

Action: entry
Counterparty: certain investors
Effective: 2025-12-18

Exact text from the filing

In connection with the issuance of the Purchase Warrants and the New Notes, the Company entered into a registration rights agreement, dated December 18, 2025 (the “Registration Rights Agreement”), with certain investors and with customary terms

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10 debt financings filed in the last 30 days. Browse all debt financings →

Virgin Galactic Holdings, Inc filing history →

Source: SEC EDGAR

accession 0001193125-25-325124

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