Virgin Orbit Holdings, Inc.: debt financing — Virgin Orbit cuts 85% of workforce (675 employees) and secures $10.9M convertible note from Virgin Investments

Virgin Orbit Holdings, Inc.

Workforce reduction of ~675 employees (~85% of total) to reduce expenses after failing to secure meaningful funding.
Estimated aggregate charges of ~$15M, including $8.8M severance and $6.5M other costs; substantially complete by April 3, 2023.
Issued $10.9M senior secured convertible note to Virgin Investments Limited at 12% interest (16% upon default), maturing Nov 4, 2024.
Note automatically converts into Qualified Securities if a third-party financing of at least $50M occurs; VIL can also convert at fixed rate of 345.5425 shares per $1,000 principal.
Proceeds used to fund severance and other costs related to the workforce reduction.

item 1.01 item 2.05 item 2.03 item 3.02 item 9.01

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 Orbit Holdings, Inc. incurred convertible notes of $10.9 million with Virgin Investments Limited at 12.0% (or 16.0% upon the occurrence and during the continuance of an event of de maturing November 4, 2024.

Instrument: convertible notes
Principal: $10.9 million
Counterparty: Virgin Investments Limited
Rate: 12.0% (or 16.0% upon the occurrence and during the continuance of an event of de
Maturity: November 4, 2024
Event: incurrence

Exact text from the filing

On March 30, 2023, Virgin Orbit Holdings, Inc. (the “Company”) sold and issued to Virgin Investments Limited (“VIL”) a senior secured convertible note (the “Convertible Note”) in the principal amount of $10.9 million

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

Virgin Orbit Holdings, Inc. entered into Subscription Agreement with Virgin Investments Limited valued at $10.9 million (effective 2023-03-30).

Action: entry
Agreement: notes offering
Counterparty: Virgin Investments Limited
Value: $10.9 million
Effective: 2023-03-30

Exact text from the filing

On March 30, 2023, Virgin Orbit Holdings, Inc. (the “Company”) sold and issued to Virgin Investments Limited (“VIL”) a senior secured convertible note (the “Convertible Note”) in the principal amount of $10.9 million, which is convertible into shares of the Company’s common stock or other Qualified Securities (as defined below), subject to certain conditions and limitations set forth in the Convertible Note. The Company sold and issued the Convertible Note pursuant to a subscription agreement, dated as of March 30, 2023 (the “Subscription Agreement”), between the Company, VIL and the Company’s domestic subsidiaries named therein that are jointly and severally guaranteeing the Company’s obligations under the Convertible Note (the “Guarantors”).

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Source: SEC EDGAR

accession 0001843388-23-000063

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