Filed Pursuant to Rule 424(b)(5)
Registration No. 333-256607
PROSPECTUS SUPPLEMENT
(To prospectus dated June 29, 2021)
Virgin Galactic Holdings, Inc.
Up to $300,000,000 of Common Stock
We have entered into a distribution agency agreement (the
“Distribution Agency Agreement”) with Credit Suisse Securities
(USA) LLC (“Credit Suisse”), Morgan Stanley & Co. LLC (“Morgan
Stanley”) and Goldman Sachs & Co. LLC (collectively with Credit
Suisse and Morgan Stanley, the “Agents”), dated August 4, 2022,
relating to the sale of shares of our common stock offered by this
prospectus supplement and the accompanying prospectus. In
accordance with the terms of the Distribution Agency Agreement, we
may offer and sell shares of our common stock, $0.0001 par value
per share, having an aggregate offering price of up to $300,000,000
from time to time through or to the Agents, acting as our agents or
as principal.
Our common stock is listed on the New York Stock Exchange (the
“NYSE”) under the symbol “SPCE”. On August 3, 2022, the last
reported sale price of our common stock was $8.25 per
share.
Sales of our common stock, if any, under this prospectus supplement
and the accompanying prospectus will be made in sales deemed to be
“at the market offerings” as defined in Rule 415 promulgated under
the Securities Act of 1933, as amended, or the Securities Act. No
Agent is required to sell any specific amount of securities, but
each will act as our sales agent using commercially reasonable
efforts consistent with its normal trading and sales practices.
There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
The Agents will be entitled to compensation at a commission rate of
up to 2.0% of the gross sales price per share sold under the
Distribution Agency Agreement. See “Plan of Distribution” beginning
on page S-10 for additional information regarding the compensation
to be paid to the Agents. In connection with the sale of shares of
our common stock on our behalf, the Agents will be deemed to be
“underwriters” within the meaning of the Securities Act and the
compensation of the Agents will be deemed to be underwriting
commissions or discounts. We have also agreed to provide
indemnification and contribution to the Agents with respect to
certain liabilities, including liabilities under the Securities
Act.
Investing in our common stock involves risks. You should read
carefully and consider the risks referenced under “Risk Factors”
beginning on page S-6
of this prospectus supplement, as well as the other information
contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus before making a decision
to invest in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Credit Suisse
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Morgan Stanley
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Goldman Sachs & Co. LLC
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The date of this prospectus supplement is August 4,
2022.
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to the offering of shares of our
common stock having an aggregate offering price of up to
$300,000,000 from time to time pursuant to a distribution agency
agreement (the “Distribution Agency Agreement”) with Credit Suisse
Securities (USA) LLC (“Credit Suisse”), Morgan Stanley & Co.
LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC
(collectively with Credit Suisse and Morgan Stanley, the “Agents”).
Before buying any of the shares of common stock that we are
offering, we urge you to carefully read this prospectus supplement,
together with the information incorporated by reference as
described under the headings “Where You Can Find Additional
Information; Incorporation by Reference” in this prospectus
supplement, the accompanying prospectus and any free writing
prospectus that we have authorized for use in connection with this
offering. These documents contain important information that you
should consider when making your investment decision. In general,
when we refer to the prospectus, we are referring to both the
prospectus supplement and the accompanying prospectus
combined.
This prospectus describes the terms of this offering of shares of
common stock and also adds to and updates information contained in
the documents incorporated by reference into this prospectus. To
the extent there is a conflict between the information contained in
this prospectus, on the one hand, and the information contained in
any document incorporated by reference into this prospectus that
was filed with the Securities and Exchange Commission (the “SEC”)
before the date of this prospectus, on the other hand, you should
rely on the information in this prospectus. If any statement in one
of these documents is inconsistent with a statement in another
document having a later date—for example, a document incorporated
by reference into this prospectus—the statement in the document
having the later date modifies or supersedes the earlier
statement.
We have not, and the Agents have not, authorized any other person
to provide you with information that is in addition to or different
from that contained or incorporated by reference in this
prospectus, along with the information contained in any permitted
free writing prospectuses we have authorized for use in connection
with this offering. Neither we nor the Agents take any
responsibility for, or can provide any assurance as to the
reliability of, any information other than the information
contained or incorporated by reference in this prospectus or any
permitted free writing prospectuses we have authorized for use in
connection with this offering. You should assume that the
information appearing in this prospectus supplement, the
accompanying prospectus, the documents incorporated by reference
into this prospectus, and in any free writing prospectus that we
may authorize for use in connection with this offering, is accurate
only as of the date of those respective documents or any earlier
date specified for such information unless we indicate otherwise.
Our business, financial condition, results of operations and
prospects may have changed since those dates. You should read this
prospectus supplement, the accompanying prospectus, the documents
incorporated by reference into this prospectus, and any free
writing prospectus that we may authorize for use in connection with
this offering, in their entirety before making an investment
decision.
Information contained on, or accessible through, our website is not
part of this prospectus. We and the Agents are offering to sell,
and seeking offers to buy, shares of common stock only in
jurisdictions where offers and sales are permitted. The
distribution of this prospectus and the offering of the common
stock in certain jurisdictions may be restricted by law. Persons
outside the United States who come into possession of this
prospectus must inform themselves about, and observe any
restrictions relating to, the offering of the common stock and the
distribution of this prospectus outside the United States. This
prospectus does not constitute, and may not be used in connection
with, an offer to sell, or a solicitation of an offer to buy, any
securities offered by this prospectus by any person in any
jurisdiction in which it is unlawful for such person to make such
an offer or solicitation.
Unless the context otherwise requires, we use the terms “Virgin
Galactic,” “company,” “we,” “us,” and “our” in this prospectus to
refer to Virgin Galactic Holdings, Inc. and its
subsidiaries.
PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights information contained elsewhere in
this prospectus supplement and the accompanying prospectus and
documents incorporated by reference. It does not contain all of the
information that may be important to you. You should read this
entire prospectus supplement and the accompanying prospectus and
documents incorporated by reference carefully, including the
section titled “Risk Factors” and our historical consolidated
financial statements and related notes incorporated by reference
herein.
We are a vertically integrated aerospace company pioneering human
spaceflight for private individuals and researchers. Our spaceship
operations consist of commercial human spaceflight and flying
commercial research and development payloads into space. Our
operations also include the design and development, manufacturing,
ground and flight testing, and post-flight maintenance of our
spaceflight vehicles. We focus our efforts in spaceflights using
our reusable technology for human tourism and for research and
education. We intend to offer our customers a unique, multi-day
experience culminating in a spaceflight that includes several
minutes of weightlessness and views of Earth from space. As part of
our commercial operations, we have exclusive access to the Gateway
to Space facility at Spaceport America located in New Mexico.
Spaceport America is the world’s first purpose built commercial
spaceport and will be the site of our initial commercial
spaceflight operations. We believe the site provides us with a
competitive advantage when creating our spaceflight plans as it not
only has a desert climate with relatively predictable weather
conditions preferable to support our spaceflights, it also has
airspace that is restricted for surrounding commercial air traffic
that facilitates frequent and consistent flight
scheduling.
We were initially formed on May 5, 2017 as a Cayman Islands
exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. On
October 25, 2019, we domesticated as a Delaware corporation and
consummated the merger transactions contemplated by the Agreement
and Plan of Merger, dated as of July 29, 2019, as amended on
October 2, 2019, by and among us, Vieco USA, Inc., Vieco 10
Limited, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle
Holdings, Inc., Virgin Galactic Holdings, LLC and the other parties
thereto (the “Virgin Galactic Business Combination”). From the time
of our formation to the time of the consummation of the Virgin
Galactic Business Combination in October 2019, our name was “Social
Capital Hedosophia Holdings Corp.”
Our principal executive offices are located at 1700 Flight Way,
Tustin, California 92782 and our telephone number is (575)
424-2100.
THE OFFERING
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Issuer |
Virgin Galactic Holdings, Inc. |
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Shares of common stock offered by us |
Shares of our common stock having an aggregate offering price of up
to $300,000,000. |
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Shares of common stock to be outstanding immediately after this
offering |
Up to 295,054,282 shares, assuming sales of 36,363,636 shares of
common stock are made in this offering at an offering price of
$8.25 per share, which was the last reported sale price of shares
of our common stock on the New York Stock Exchange (the “NYSE”) on
August 3, 2022. The actual number of shares that may be issued will
vary depending on the sales price under this offering. |
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Plan of distribution |
“At the market offering” that may be made from time to time through
or to the Agents, as sales agents or principal under the
Distribution Agency Agreement. See “Plan of Distribution” beginning
on page S-10.
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Use of proceeds |
We intend to use the net proceeds from this offering for general
corporate purposes, including working capital, general and
administrative matters and development of our spaceship fleet and
other infrastructure to scale our commercial operations. See the
section titled “Use of Proceeds” on page S-7
of this prospectus supplement.
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Market for common stock |
Our common stock is listed on the NYSE under the symbol
“SPCE”. |
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Risk factors |
Investing in our common stock involves a high degree of risk. See
“Risk Factors” beginning on page S-6
of this prospectus supplement, on page 7 of the accompanying
prospectus and in any subsequent prospectus supplement for a
discussion of factors you should carefully consider before
investing in our common stock.
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The number of shares of our common stock that will be outstanding
immediately after this offering as shown above is based on
258,690,646 shares of common stock issued and outstanding as of
June 30, 2022 and excludes:
•shares
of common stock issuable upon the conversion of $425 million
aggregate principal amount of our convertible senior notes due
2027;
•2,182,805
shares of common stock issuable upon the exercise of options
outstanding as of June 30, 2022, with a weighted-average exercise
price of $12.99 per share;
•4,487,590
shares of common stock issuable upon the vesting and settlement of
restricted stock units (“RSUs”) outstanding as of June 30,
2022;
•367,391
shares of common stock issuable upon the vesting and settlement of
performance stock units (“PSUs”) outstanding as of June 30, 2022;
and
•15,625,273
shares of common stock reserved for future issuance under our 2019
Incentive Award Plan (the “2019 Plan”) as of June 30,
2022.
Unless otherwise indicated, all information in this prospectus
supplement assumes no conversion of the convertible senior notes,
exercise of the outstanding options or settlement of the
outstanding RSUs or PSUs referred to above.
RISK FACTORS
Investing in our securities involves risks. You should carefully
consider the risks, uncertainties and other factors described in
our most recent Annual Report on Form 10-K, as supplemented and
updated by subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that we have filed or will file with the SEC,
and in other documents which are incorporated by reference into
this prospectus, including the risk factors and other information
contained in or incorporated by reference into this prospectus
before investing in any of our securities. Our business, financial
condition, results of operations, cash flows or prospects could be
materially adversely affected by any of these risks. The risks and
uncertainties described in the documents incorporated by reference
herein are not the only risks and uncertainties that we may
face.
Risks Relating to Our Common Stock and this Offering
We have broad discretion as to the use of proceeds from this
offering and may not use the proceeds effectively.
Our management will retain broad discretion as to the allocation of
the proceeds and may spend these proceeds in ways in which you may
not agree. The failure of our management to apply these funds
effectively could result in unfavorable returns and uncertainty
about our prospects, each of which could cause the price of our
common stock to decline.
If you purchase shares of our common stock in this offering, you
will incur immediate and substantial dilution.
The price per share of common stock being offered may be higher
than the net tangible book value per share of our outstanding
common stock. Assuming that an aggregate of 36,363,636 shares of
common stock are sold at a price of $8.25 per share, the last
reported sale price of shares of our common stock on the NYSE on
August 3, 2022, for aggregate gross proceeds of $300,000,000, and
after deducting commissions and estimated offering expenses payable
by us, new investors in this offering would incur immediate
dilution of $5.05 per share. In addition, you may also experience
additional dilution after this offering on any future equity
issuances. To the extent we issue equity securities, our
stockholders will experience substantial additional dilution. See
“Dilution” for additional information.
The actual number of shares of common stock we will issue under the
Distribution Agency Agreement, at any one time or in total, is
uncertain.
Subject to certain limitations in the Distribution Agency Agreement
and compliance with applicable law, we have the discretion to
deliver a placement notice to the Agents at any time throughout the
term of the Distribution Agency Agreement. The number of shares of
common stock that are sold by an Agent after our delivery of a
placement notice to such Agent will depend on the market price of
the shares of common stock during the sales period and limits we
set with the Agents. Because the price per share of each share sold
will fluctuate based on the market price of shares of our common
stock during the sales period, it is not possible at this stage to
predict the number of shares of common stock that will or may be
ultimately issued.
The shares of common stock offered hereby will be sold in “at the
market offerings,” and investors who buy common stock at different
times will likely pay different prices.
Investors who purchase shares of common stock in this offering at
different times will likely pay different prices, and so may
experience different outcomes in their investment results. We will
have discretion, subject to market demand, to vary the timing,
prices, and numbers of shares of common stock sold, and there is no
minimum or maximum per share sales price. Investors may experience
a decline in the value of their shares of common stock as a result
of share sales made at prices lower than the prices they
paid.
USE OF PROCEEDS
We will retain broad discretion over the use of the net proceeds,
if any, from the sale of the securities offered hereby. We may
issue and sell shares of common stock having aggregate sales
proceeds of up to $300,000,000 from time to time. Because there is
no minimum offering amount required as a condition to close this
offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this
time.
We intend to use the net proceeds from the sale by us of the
securities to which this prospectus supplement relates for general
corporate purposes, including working capital, general and
administrative matters and development of our spaceship fleet and
other infrastructure to scale our commercial operations. We may
also use a portion of our net proceeds to co-develop, acquire or
invest in products, technologies or businesses that are
complementary to our business. However, we currently have no
agreements or commitments to complete any such
transaction.
Pending the use of the net proceeds, we may invest the proceeds in
interest-bearing, investment-grade securities, certificates of
deposit or government securities.
DILUTION
If you invest in our common stock in this offering, your ownership
interest will be immediately diluted to the extent of the
difference between the assumed public offering price per share and
the as adjusted net tangible book value per share of our common
stock after this offering.
Historical net tangible book value per share represents our total
tangible assets less our total liabilities divided by the total
number of shares of common stock outstanding. As of June 30, 2022,
our historical net tangible book value was approximately $650
million, or $2.51 per share, based on 258,690,646 shares of common
stock outstanding as of that date.
After giving effect to receipt of the net proceeds from our sale of
shares of our common stock at an assumed public offering price of
$8.25 per share, the last reported sale price of our common stock
on the NYSE on August 3, 2022, after deducting the estimated
commissions and estimated offering expenses payable by us, our as
adjusted net tangible book value as of June 30, 2022 would have
been approximately $944 million, or $3.20 per share. This
represents an immediate increase in as adjusted net tangible book
value of $0.69 per share to our existing stockholders and an
immediate dilution of $5.05 per share to new investors
participating in this offering.
The following table illustrates this dilution to new investors on a
per share basis:
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Assumed public offering price per share of common stock |
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8.25 |
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Historical net tangible book value per share as of June 30,
2022
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2.51 |
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Increase in net tangible book value per share attributable to new
investors participating in this offering |
0.69 |
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As adjusted net tangible book value per share of common stock
immediately after this offering |
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3.20 |
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Dilution per share of common stock to new investors participating
in this offering |
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5.05 |
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The shares sold in this offering, if any, will be sold from time to
time at various prices. An increase of $1.00 per share in the price
at which the shares are sold from an assumed offering price of
$8.25 per share shown in the table above, assuming all of our
common stock in the aggregate amount of $300,000,000 is sold at
that price, would cause our as adjusted net tangible book value per
share after the offering to be $3.24 per share and would increase
the dilution in net tangible book value per share to new investors
to $6.01 per share, after deducting commissions and estimated
aggregate offering expenses payable by us. A decrease of $1.00 per
share in the price at which the shares are sold from an assumed
offering price of $8.25 per share shown in the table above,
assuming all of our common stock in the aggregate amount of
$300,000,000 is sold at that price, would cause our as adjusted net
tangible book value per share after the offering to be $3.15 per
share and would decrease the dilution in net tangible book value
per share to new investors to $4.10 per share, after deducting
commissions and estimated aggregate offering expenses payable by
us. This information is supplied for illustrative purposes
only.
To the extent that outstanding rights to acquire common stock are
converted, exercised or settled, investors purchasing our common
stock in this offering will experience further dilution. In
addition, we may choose to raise additional capital due to market
conditions or strategic considerations even if we believe we have
sufficient funds for our current or future operating plans.
Further, to the extent that we raise additional capital through the
sale of equity or convertible debt securities, the issuance of
these securities could result in further dilution to our
stockholders.
The number of shares of common stock to be outstanding after this
offering is based on 258,690,646 shares of common stock outstanding
as of June 30, 2022, and excludes:
•shares
of common stock issuable upon the conversion of $425 million
aggregate principal amount of our convertible senior notes due
2027;
•2,182,805
shares of common stock issuable upon the exercise of options
outstanding as of June 30, 2022, with a weighted-average exercise
price of $12.99 per share;
•4,487,590
shares of common stock issuable upon the vesting and settlement of
RSUs outstanding as of June 30, 2022;
•367,391
shares of common stock issuable upon the vesting and settlement of
PSUs outstanding as of June 30, 2022; and
•15,625,273
shares of common stock reserved for future issuance under the 2019
Plan as of June 30, 2022.
PLAN OF DISTRIBUTION
We have entered into the Distribution Agency Agreement with the
Agents, pursuant to which we may offer and sell shares of common
stock having an aggregate offering price of up to $300,000,000 from
time to time through or to the Agents. Sales of our common stock,
if any, will be made at market prices by any method permitted by
law, including without limitation (i) by means of ordinary brokers’
transactions (whether or not solicited), (ii) to or through a
market maker, (iii) directly on or through any national securities
exchange or facility thereof, a trading facility of a national
securities association, an alternative trading system or any other
market venue, (iv) in the over-the-counter market, (v) in privately
negotiated transactions or (vi) through a combination of any such
methods.
We may also sell shares of our common stock to an Agent as
principal for its own account at a price agreed upon at the time of
sale.
The Agents will offer our common stock subject to the terms and
conditions of Distribution Agency Agreement on a daily basis or as
otherwise agreed upon by us and the Agents. We will designate the
maximum amount of common stock to be sold through an Agent on a
daily basis or otherwise determine such maximum amount together
with such Agent. Subject to the terms and conditions of the
Distribution Agency Agreement, the Agents will use their respective
commercially reasonable efforts, consistent with their normal
trading and sales practices, to sell on our behalf all of the
shares of common stock requested to be sold by us. We or the Agents
may suspend the offering of our common stock being made through the
Agents pursuant to the Distribution Agency Agreement upon proper
notice to the other party. We and the Agents have the right, by
giving written notice as specified in the Distribution Agency
Agreement, to terminate the Distribution Agency Agreement in such
party’s sole discretion at any time.
The compensation payable to each Agent as sales agent will be an
amount up to 2.0% of the gross sales price of the shares sold
through them pursuant to the Distribution Agency Agreement. We
estimate that the total expenses of the offering payable by us,
excluding any commissions or expense reimbursement payable to the
Agents under the terms of the Distribution Agency Agreement, will
be approximately $300,000.
Settlement for sales of common stock will occur, unless the parties
agree otherwise, on the second business day that is also a trading
day following the date on which any sales were made.
We have agreed in the Distribution Agency Agreement to provide
indemnification and contribution to the Agents against certain
liabilities, including liabilities under the Securities
Act.
Our common stock is listed on the NYSE and trades under the symbol
“SPCE”. The transfer agent for our common stock is Continental
Stock Transfer & Trust Company.
The Agents and/or their respective affiliates have provided, and
may in the future provide, various investment banking and other
financial services for us and our affiliates, for which services
they have received and, may in the future receive, customary
fees.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Latham & Watkins LLP. The Agents are
being represented in connection with this offering by Skadden,
Arps, Slate, Meagher & Flom LLP.
EXPERTS
The consolidated financial statements of Virgin Galactic Holdings,
Inc. as of December 31, 2021 and 2020, and for each of the years in
the three-year period ended December 31, 2021, and management’s
assessment of the effectiveness of internal control over financial
reporting as of December 31, 2021, have been incorporated by
reference herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY
REFERENCE
Available Information
We have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to, among other securities,
the shares of common stock offered by this prospectus supplement
and accompanying prospectus. This prospectus supplement and the
accompanying prospectus do not contain all of the information
included in the registration statement. For further information
pertaining to us and our common stock we are offering under this
prospectus supplement and the accompanying prospectus, you should
refer to the registration statement and its exhibits. Statements
contained in this prospectus supplement and the accompanying
prospectus concerning any of our contracts, agreements or other
documents are not necessarily complete. If a contract or document
has been filed as an exhibit to the registration statement, we
refer you to the copy of the contract or document that has been
filed. Each statement in this prospectus supplement and the
accompanying prospectus relating to a contract or document filed as
an exhibit is qualified in all respects by the filed
exhibit.
We are subject to the informational requirements of the Exchange
Act and file annual, quarterly and current reports and other
information with the SEC. Our filings with the SEC are available to
the public on the SEC’s website at http://www.sec.gov. You may
access these materials free of charge as soon as reasonably
practicable after they are electronically filed with or furnished
to the SEC. Those filings are also available to the public on, or
accessible through, our website under the heading “Investor
Information” at www.virgingalactic.com. The information on our web
site, however, is not, and should not be deemed to be, a part of
this prospectus supplement and accompanying
prospectus.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information
into this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information
that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a
previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or a
subsequently filed document incorporated by reference modifies or
replaces that statement.
This prospectus supplement and the accompanying prospectus
incorporate by reference the documents set forth below that have
previously been filed with the SEC:
•Our
Annual Report on Form 10-K for the year ended December 31, 2021,
filed with the SEC on February 28, 2022 (the "2021 Annual
Report").
•The
information specifically incorporated by reference into our 2021
Annual Report from our Definitive Proxy Statement on Schedule 14A,
filed with the SEC on April 27, 2022.
•Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022,
filed with the SEC on May 5, 2022.
•Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2022,
filed with the SEC on August 4, 2022.
•Our
Current Reports on Form 8-K filed with the SEC on January 13, 2022
(but only with respect to the information filed under Item 8.01 and
the related Exhibit 99.2), January 14, 2022, January 20, 2022,
February 18, 2022, March 18, 2022, June 13, 2022, July 6, 2022,
July 8, 2022 and July 20, 2022.
•The
description of our common stock contained in our registration
statement on Form 8-A, dated September 11, 2017, filed with the SEC
on September 12, 2017 and any amendment or report filed with
the
SEC for the purpose of updating the description, including Exhibit
4.4 to our Annual Report on Form 10-K for the year ended December
31, 2019.
All reports and other documents we subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the termination of this offering,
including all such documents we may file with the SEC after the
date of the initial registration statement and prior to the
effectiveness of the registration statement, but excluding any
information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed
to be part of this prospectus from the date of the filing of such
reports and documents.
You may request a free copy of any of the documents incorporated by
reference in this prospectus by writing or telephoning us at the
following address:
Virgin Galactic Holdings, Inc.
1700 Flight Way
Tustin, California 92782
(575) 424-2100
Exhibits to the filings will not be sent, however, unless those
exhibits have specifically been incorporated by reference in this
prospectus or any accompanying prospectus supplement.
PROSPECTUS
Virgin Galactic Holdings, Inc.
$1,000,000,000
Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Warrants
Purchase Contracts
Units
We may offer and sell up to $1,000,000,000 in the aggregate of the
securities identified above from time to time in one or more
offerings. This prospectus provides you with a general description
of the securities.
Each time we offer and sell securities, we will provide a
supplement to this prospectus that contains specific information
about the offering and the amounts, prices and terms of the
securities. The supplement may also add, update or change
information contained in this prospectus with respect to that
offering. You should carefully read this prospectus and the
applicable prospectus supplement before you invest in any of our
securities.
We may offer and sell the securities described in this prospectus
and any prospectus supplement to or through one or more
underwriters, dealers and agents, or directly to purchasers, or
through a combination of these methods. If any underwriters,
dealers or agents are involved in the sale of any of the
securities, their names and any applicable purchase price, fee,
commission or discount arrangement between or among them will be
set forth, or will be calculable from the information set forth, in
the applicable prospectus supplement to the extent appropriate or
required by law. See the sections of this prospectus entitled
“About This Prospectus” and “Plan of Distribution” for more
information. No securities may be sold without delivery of this
prospectus and the applicable prospectus supplement describing the
method and terms of the offering of such securities.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE
"RISK
FACTORS"
ON PAGE
5
OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED
BY REFERENCE HEREIN OR THEREIN CONCERNING FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on the New York Stock Exchange under the
symbol “SPCE.” On June 16, 2021, the last reported sale price of
our common stock on the New York Stock Exchange was $35.37 per
share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is June 29, 2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the U.S. Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. By using a shelf registration
statement, we may sell securities from time to time and in one or
more offerings as described in this prospectus. Each time that we
offer and sell securities, we will provide a prospectus supplement
to this prospectus that contains specific information about the
securities being offered and sold and the specific terms of that
offering. To the extent permitted by law, we may also authorize one
or more free writing prospectuses to be provided to you that may
contain material information relating to these offerings. Such
prospectus supplement or free writing prospectus may also add,
update or change information contained in this prospectus with
respect to that offering. If there is any inconsistency between the
information in this prospectus and the applicable prospectus
supplement or free writing prospectus, you should rely on the
prospectus supplement or free writing prospectus, as applicable.
Before purchasing any securities, you should carefully read both
this prospectus and the applicable prospectus supplement (and any
applicable free writing prospectuses), together with the additional
information described under the heading “Where You Can Find More
Information; Incorporation by Reference.”
We have not authorized anyone to provide you with any information
or to make any representations other than those contained in this
prospectus, any applicable prospectus supplement or any free
writing prospectuses prepared by or on behalf of us or to which we
have referred you. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that
others may give you. We will not make an offer to sell these
securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this
prospectus is accurate only as of the date on its respective cover,
that the information appearing in any applicable free writing
prospectus is accurate only as of the date of that free writing
prospectus, and that any information incorporated by reference is
accurate only as of the date of the document incorporated by
reference or, in each case, any earlier date specified for
such
information, unless we indicate otherwise. Our business, financial
condition, results of operations and prospects may have changed
since those dates. This prospectus incorporates by reference, and
any prospectus supplement or free writing prospectus may contain
and incorporate by reference, market data and industry statistics
and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these
sources are reliable, we do not guarantee the accuracy or
completeness of this information and we have not independently
verified this information. In addition, the market and industry
data and forecasts that may be included or incorporated by
reference in this prospectus, any prospectus supplement or any
applicable free writing prospectus may involve estimates,
assumptions and other risks and uncertainties and are subject to
change based on various factors, including those discussed under
the heading “Risk Factors” contained in this prospectus, the
applicable prospectus supplement and any applicable free writing
prospectus, and under similar headings in other documents that are
incorporated by reference into this prospectus. Accordingly,
investors should not place undue reliance on this
information.
When we refer to “we,” “our,” “us” and the “Company” in this
prospectus, we mean Virgin Galactic Holdings, Inc. and its
consolidated subsidiaries, unless otherwise specified. When we
refer to “you,” we mean the potential holders of the applicable
series of securities.
WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE
Available Information
We file reports, proxy statements and other information with the
SEC. The SEC maintains a web site that contains reports, proxy and
information statements and other information about issuers, such as
us, who file electronically with the SEC. The address of that
website is
http://www.sec.gov.
You may access these materials free of charge as soon as reasonably
practicable after they are electronically filed with or furnished
to the SEC.
Our web site address is www.virgingalactic.com. The information on
our web site, however, is not, and should not be deemed to be, a
part of, or incorporated by reference into, this
prospectus.
This prospectus and any prospectus supplement are part of a
registration statement that we filed with the SEC and do not
contain all of the information in the registration statement. The
full registration statement may be obtained from the SEC or us, as
provided above. Forms of the indenture and other documents
establishing the terms of any offered securities are or may be
filed as exhibits to the registration statement or documents
incorporated by reference in the registration statement. Statements
in this prospectus or any prospectus supplement about these
documents are summaries and each statement is qualified in all
respects by reference to the document to which it refers. You
should refer to the actual documents for a more complete
description of the relevant matters. You may inspect a copy of the
registration statement through the SEC’s website, as provided
above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information
into this prospectus, which means that we can disclose important
information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information
that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a
previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or a
subsequently filed document incorporated by reference modifies or
replaces that statement.
This prospectus and any accompanying prospectus supplement
incorporate by reference the documents set forth below that have
previously been filed with the SEC:
•Our
Annual Report on Form 10-K for the year ended December 31, 2020,
filed with the SEC on March 1, 2021, as amended by Amendments No. 1
and No. 2 to the Annual Report on Form 10-K/A, filed with the SEC
on March 11, 2021 and May 10, 2021, respectively.
•Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021,
filed with the SEC on May 11, 2021.
•Our
Current Reports on Form 8-K filed with the SEC on February 25, 2021
(Items 5.02 and 8.01 only), March 26, 2021, April 30, 2021 (Item
4.02 only) and June 14, 2021.
•The
description of our Common Stock contained in our registration
statement on Form 8-A, dated September 11, 2017, filed with the SEC
on September 12, 2017 and any amendment or report filed with the
SEC for the purpose of updating the description, including Exhibit
4.4 to our Annual Report on Form 10-K for the year ended December
31, 2019.
All reports and other documents we subsequently file pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, which we refer to as the “Exchange Act” in this
prospectus, prior to the termination of this offering, including
all such documents we may file with the SEC after the date of the
initial
registration statement and prior to the effectiveness of the
registration statement, but excluding any information furnished to,
rather than filed with, the SEC, will also be incorporated by
reference into this prospectus and deemed to be part of this
prospectus from the date of the filing of such reports and
documents.
You may request a free copy of any of the documents incorporated by
reference in this prospectus by writing or telephoning us at the
following address:
Virgin Galactic Holdings, Inc.
166 North Roadrunner Parkway, Suite 1C
Las Cruces, New Mexico 88011
(575) 424-2100
Exhibits to the filings will not be sent, however, unless those
exhibits have specifically been incorporated by reference in this
prospectus or any accompanying prospectus supplement.
THE COMPANY
We are a vertically integrated aerospace company pioneering human
spaceflight for private individuals and researchers. Our spaceship
operations consist of commercial human spaceflight and flying
commercial research and development payloads into space. Our
operations also include the design and development, manufacturing,
ground and flight testing, and post-flight maintenance of our
spaceflight vehicles. We focus our efforts in spaceflights using
our reusable technology for human tourism and for research and
education. We intend to offer our customers a
unique, multi-day experience culminating in a spaceflight
that includes several minutes of weightlessness and views of Earth
from space. As part of our commercial operations, we have exclusive
access to the Gateway to Space facility at Spaceport America
located in New Mexico. Spaceport America is the world’s first
purpose built commercial spaceport and will be the site of our
initial commercial spaceflight operations. We believe the site
provides us with a competitive advantage when creating our
spaceflight plans as it not only has a desert climate with
relatively predictable weather conditions preferable to support our
spaceflights, it also has airspace that is restricted for
surrounding commercial air traffic that facilitates frequent and
consistent flight scheduling.
We were initially formed on May 5, 2017 as a Cayman Islands
exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. On
October 25, 2019, we domesticated as a Delaware corporation and
consummated the merger transactions contemplated by the Agreement
and Plan of Merger, dated as of July 29, 2019, as amended on
October 2, 2019, by and among us, Vieco USA, Inc. (“Vieco US”),
Vieco 10 Limited, TSC Vehicle Holdings, Inc., Virgin Galactic
Vehicle Holdings, Inc., Virgin Galactic Holdings, LLC and the other
parties thereto (the “Virgin Galactic Business Combination”). From
the time of our formation to the time of the consummation of the
Virgin Galactic Business Combination in October 2019, our name was
“Social Capital Hedosophia Holdings Corp.”
Our principal executive offices are located at 166 North Roadrunner
Parkway, Suite 1C, Las Cruces, New Mexico 88011, and our telephone
number is (575) 424-2100.
RISK FACTORS
Investment in any securities offered pursuant to this prospectus
and the applicable prospectus supplement involves risks.
You should carefully consider the risk factors incorporated by
reference to our most recent Annual Report on Form 10-K, as
amended, and any subsequent Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K, and all other information contained or
incorporated by reference into this prospectus, as updated by our
subsequent filings under the Exchange Act, and the risk factors and
other information contained in the applicable prospectus supplement
and any applicable free writing prospectus before acquiring any of
such securities. The risks and uncertainties we have described are
not the only ones facing our company. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also affect our business operations. The occurrence
of any of these risks might cause you to lose all or part of your
investment in the offered securities. The discussion of risks
includes or refers to forward-looking statements. You should read
the explanation of the qualifications and limitations on such
forward-looking statements contained or incorporated by reference
into this prospectus and in any applicable prospectus
supplement.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the securities
as set forth in the applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is not complete and
may not contain all the information you should consider before
investing in our capital stock. This description is summarized
from, and qualified in its entirety by reference to, our
certificate of incorporation and bylaws, which have been publicly
filed with the SEC. See “Where
You Can Find More Information; Incorporation by
Reference.”
The summary below is also qualified by reference to the provisions
of the General Corporation Law of the State of Delaware (the
“DGCL”).
Authorized Capital Stock
The total amount of our authorized capital stock consists of
700,000,000 shares of common stock, par value $0.0001 per share,
and 10,000,000 shares of preferred stock, par value $0.0001 per
share.
Common Stock
General
Holders of our common stock are not entitled to preemptive or other
similar subscription rights to purchase any of our securities. Our
common stock is neither convertible nor redeemable. Unless our
board of directors determines otherwise, we expect to issue all
shares of our capital stock in uncertificated form.
Voting Rights
Each holder of our common stock is entitled to one vote per share
on each matter submitted to a vote of stockholders, as provided by
our certificate of incorporation. Our bylaws provide that the
holders of a majority of the capital stock issued and outstanding
and entitled to vote thereat, present in person or represented by
proxy, will constitute a quorum at all meetings of stockholders for
the transaction of business. When a quorum is present, the
affirmative vote of a majority of the votes cast is required to
take action, unless otherwise specified by law, the Stockholders’
Agreement, dated October 25, 2019, by and among us, Virgin
Investments Limited, a company limited by shares under the laws of
the British Virgin Islands (“VIL”), SCH Sponsor Corp., a Cayman
Islands exempted company (the “Sponsor”), Chamath Palihapitiya and
the other parties thereto (as may be amended from time to time, the
“Stockholders’ Agreement”), our bylaws or our certificate of
incorporation, and except for the election of directors, which is
determined by a plurality vote. There are no cumulative voting
rights.
Dividend Rights
Each holder of shares of our common stock is entitled to the
payment of dividends and other distributions as may be declared by
our board of directors from time to time out of our assets or funds
legally available for dividends or other distributions. These
rights are subject to the preferential rights of the holders of our
preferred stock, if any, and any contractual limitations on our
ability to declare and pay dividends.
Other Rights
Each holder of our common stock is subject to, and may be adversely
affected by, the rights of the holders of any series of our
preferred stock that we may designate and issue in the
future.
Liquidation Rights
If we are involved in voluntary or involuntary liquidation,
dissolution or winding up of our affairs, or a similar event, each
holder of our common stock will participate pro rata in all assets
remaining after payment of liabilities, subject to prior
distribution rights of our preferred stock, if any, then
outstanding.
Anti-Takeover Effects of the Certificate of Incorporation and the
Bylaws
Our certificate of incorporation and our bylaws contain provisions
that may delay, defer or discourage another party from acquiring
control of our company. We expect that these provisions, which are
summarized below, will discourage coercive takeover practices and
inadequate takeover bids. These provisions are also
designed
to encourage persons seeking to acquire control of our company to
first negotiate with our board of directors, which we believe may
result in an improvement of the terms of any such acquisition in
favor of our stockholders. However, they also give our board of
directors the power to discourage mergers that some stockholders
may favor.
Special Meetings of Stockholders
Our certificate of incorporation provides that a special meeting of
stockholders may be called by the (a) the chairperson of our board
of directors or (b) our board of directors.
No Stockholder Action by Written Consent
Our certificate of incorporation provides that any action required
or permitted to be taken by our stockholders of the Corporation
must be effected at a duly called annual or special meeting of
stockholders and not by written consent.
Removal of Directors
Pursuant to the Stockholders’ Agreement, VIL has the exclusive
right to remove one or more of the VIL directors from our board of
directors and Mr. Palihapitiya has the exclusive right to remove
one or more of Mr. Palihapitiya’s directors from our board of
directors. VIL and Mr. Palihapitiya have the exclusive right to
designate directors for election to our board of directors to fill
vacancies created by reason of death, removal or resignation of
their respective designees as contemplated by the Stockholders’
Agreement.
VIL’s Approval Rights
Amendment to Certificate of Incorporation and Bylaws
The DGCL provides generally that the affirmative vote of a majority
of the outstanding stock entitled to vote on amendments to a
corporation’s certificate of incorporation or bylaws is required to
approve such amendment, unless a corporation’s certificate of
incorporation or bylaws, as the case may be, requires a greater
percentage. Our bylaws may be further amended, altered, changed or
repealed by a majority vote of our board of directors. However,
pursuant to the Stockholders’ Agreement, no amendment to our
certificate of incorporation or bylaws may be made without VIL’s
prior written consent for so long as VIL has the right to designate
at least one director to our board of directors under the
Stockholders’ Agreement.
Operational Matters
VIL has expansive rights of approval for certain material
operational and other matters for us, including:
•for
so long as VIL is entitled to designate at least one director to
our board of directors under the Stockholders’ Agreement, in
addition to any vote or consent of the stockholders or our board of
directors as required by law, we and our subsidiaries must obtain
VIL’s prior written consent to engage in:
◦any
business combination or similar transaction;
◦a
liquidation or related transaction; or
◦an
issuance of capital stock in excess of 5% of our then issued and
outstanding shares or those of any of our subsidiaries;
and
•for
so long as VIL is entitled to designate at least two directors to
our board of directors under the Stockholders’ Agreement, in
addition to any vote or consent of our stockholders or board of
directors as required by law, we must obtain VIL’s prior written
consent to engage in:
◦a
business combination or similar transaction having a fair market
value of $10.0 million or more;
◦a
non-ordinary course sale of assets or equity interest having a fair
market value of $10.0 million or more;
◦an
acquisition of any business or assets having a fair market value of
$10.0 million or more;
◦approval
of any non-ordinary course investment having a fair market value of
$10.0 million or more;
◦an
issuance or sale of any shares of our capital stock, other than an
issuance of shares of our capital stock upon the exercise of
options to purchase shares of our capital stock;
◦making
any dividends or distribution to our stockholders other than those
made in connection with the cessation of services of
employees;
◦incurring
indebtedness outside of the ordinary course in an amount greater
than $25.0 million in a single transaction or $100.0 million in
aggregate consolidated indebtedness;
◦amendment
of the terms of the Stockholders’ Agreement or the Amended and
Restated Registration Rights Agreement, dated October 25, 2019, by
and among us, VIL, the Sponsor and Mr. Palihapitiya;
◦a
liquidation or similar transaction;
◦transactions
with any interested stockholder pursuant to Item 404 of Regulation
S-K; or
◦increasing
or decreasing the size of our board of directors.
Delaware Anti-Takeover Statute
Section 203 of the DGCL provides that if a person acquires 15% or
more of the voting stock of a Delaware corporation, such person
becomes an “interested stockholder” and may not engage in certain
“business combinations” with such corporation for a period of three
years from the time such person acquired 15% or more of such
corporation’s voting stock, unless: (1) the board of directors of
such corporation approves the acquisition of stock or the merger
transaction before the time that the person becomes an interested
stockholder, (2) the interested stockholder owns at least 85% of
the outstanding voting stock of such corporation at the time the
merger transaction commences (excluding voting stock owned by
directors who are also officers and certain employee stock plans)
or (3) the merger transaction is approved by the board of directors
of such corporation and at a meeting of stockholders, not by
written consent, by the affirmative vote of two-thirds of the
outstanding voting stock which is not owned by the interested
stockholder. A Delaware corporation may elect in its certificate of
incorporation or bylaws not to be governed by this particular
Delaware law.
Under our certificate of incorporation, we have opted out of
Section 203 of the DGCL.
Under certain circumstances, this provision would make it more
difficult for us to effect various transactions with a person who
would be an “interested stockholder” for these purposes. However,
this provision would not be likely to discourage any parties
interested in entering into a potential transaction with us, other
than VIL and its affiliates. This provision may encourage VIL and
VIL’s affiliates, to the extent they are interested in entering
into certain significant transactions with us, to negotiate in
advance with the full board of directors because the board approval
requirement would be satisfied by the affirmative vote of at least
a majority of our directors that are not designees of
VIL.
Corporate Opportunity
Under our certificate of incorporation, an explicit waiver
regarding corporate opportunities is granted to certain “exempted
persons” (including VIL and Mr. Palihapitiya and their respective
affiliates, successors, directly or indirectly managed funds or
vehicles, partners, principals, directors, officers, members,
managers and employees, including any of the foregoing who serve as
our directors). Such “exempted persons” will not include us or
our
officers or employees and such waiver will not apply to any
corporate opportunity that is expressly offered to any of our
directors in their capacity as such (in which such opportunity we
do not renounce an interest or expectancy). Our certificate of
incorporation provides that, to the fullest extent permitted by
law, (i) the exempted persons do not have any fiduciary duty to
refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us, (ii) we renounce
any interest or expectancy in, or in being offered an opportunity
to participate in, business opportunities that are from time to
time presented to the exempted persons, even if the opportunity is
one that we might reasonably be deemed to have pursued or had the
ability or desire to pursue if granted the opportunity to do so and
(iii) no exempted person will have any duty to communicate or offer
such business opportunity to us and no exempted person will be
liable to us for breach of any fiduciary or other duty, as a
director or officer or otherwise, by reason of the fact that such
exempted person pursues or acquires such business opportunity,
directs such business opportunity to another person or fails to
present such business opportunity, or information regarding such
business opportunity, to us.
Limitations on Liability and Indemnification of Officers and
Directors
Our certificate of incorporation limits the liability of our
officers and directors to the fullest extent permitted by the DGCL,
and our bylaws provide that we will indemnify them to the fullest
extent permitted by such law. We have entered into and expect to
continue to enter into agreements to indemnify our directors,
officers and other employees as determined by our board of
directors. Under the terms of such indemnification agreements, we
are required to indemnify each of our directors and officers, to
the fullest extent permitted by the laws of the state of Delaware,
if the basis of the indemnitee’s involvement was by reason of the
fact that the indemnitee is or was our director or officer or was
serving at our request in an official capacity for another entity.
We must indemnify our officers and directors against all reasonable
fees, expenses, charges and other costs of any type or nature
whatsoever, including any and all expenses and obligations paid or
incurred in connection with investigating, defending, being a
witness in, participating in (including on appeal), or preparing to
defend, be a witness or participate in any completed, actual,
pending or threatened action, suit, claim or proceeding, whether
civil, criminal, administrative or investigative, or establishing
or enforcing a right to indemnification under the indemnification
agreement. The indemnification agreements also require us, if so
requested, to advance all reasonable fees, expenses, charges and
other costs that such director or officer incurred, provided that
such person will return any such advance if it is ultimately
determined that such person is not entitled to indemnification by
us. Any claims for indemnification by our directors and officers
may reduce our available funds to satisfy successful third-party
claims against us and may reduce the amount of money available to
us.
Exclusive Jurisdiction of Certain Actions
Our certificate of incorporation requires, to the fullest extent
permitted by law, that derivative actions brought in our name
against our directors, officers or employees for breach of
fiduciary duty, any provision of the DGCL, our certificate of
incorporation or our bylaws or other similar actions may be brought
only in the Court of Chancery in the State of Delaware and, if
brought outside of Delaware, the stockholder bringing the suit will
be deemed to have consented to service of process on such
stockholder’s counsel. Notwithstanding the foregoing, our
certificate of incorporation provides that the exclusive forum
provision will not apply to suits brought to enforce a duty or
liability created by the Securities Act of 1933, as amended (the
“Securities Act”), the Exchange Act or any other claim for which
the federal courts have exclusive jurisdiction. Section 22 of the
Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and
regulations thereunder. Similarly, Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to
enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. Although we believe this
provision benefits us by providing increased consistency in the
application of Delaware law in the types of lawsuits to which it
applies, the provision may have the effect of discouraging lawsuits
against our directors and officers.
Transfer Agent
The transfer agent for our common stock is Continental Stock
Transfer & Trust Company.
DESCRIPTION OF DEBT SECURITIES
The following description, together with the additional information
we include in any applicable prospectus supplement or free writing
prospectus, summarizes certain general terms and provisions of the
debt securities that we may offer under this prospectus. When we
offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the supplement to what extent
the general terms and provisions described in this prospectus apply
to a particular series of debt securities. The terms of any debt
securities offered under a prospectus supplement may differ from
the terms described below.
We may issue debt securities either separately, or together with,
or upon the conversion or exercise of or in exchange for, other
securities described in this prospectus. Debt securities may be our
senior, senior subordinated or subordinated obligations and, unless
otherwise specified in a supplement to this prospectus, the debt
securities will be our direct, unsecured obligations and may be
issued in one or more series.
The debt securities will be issued under an indenture between us
and Wilmington Trust, National Association, as trustee. We have
summarized select portions of the indenture below. The summary is
not complete. The form of the indenture has been filed as an
exhibit to the registration statement of which this prospectus
forms a part and you should read the indenture for provisions that
may be important to you. In the summary below, we have included
references to the section numbers of the indenture so that you can
easily locate these provisions. Capitalized terms used in the
summary and not defined herein have the meanings specified in the
indenture.
As used in this section only, “Virgin Galactic,” “we,” “our” or
“us” refer to Virgin Galactic Holdings, Inc. excluding our
subsidiaries, unless expressly stated or the context otherwise
requires.
General
The terms of each series of debt securities will be established by
or pursuant to a resolution of our board of directors and set forth
or determined in the manner provided in a resolution of our board
of directors, in an officer’s certificate or by a supplemental
indenture. (Section 2.2) The particular terms of each series of
debt securities will be described in a prospectus supplement
relating to such series (including any pricing supplement or term
sheet).
We can issue an unlimited amount of debt securities under the
indenture that may be in one or more series with the same or
various maturities, at par, at a premium, or at a discount.
(Section 2.1) We will set forth in a prospectus supplement
(including any pricing supplement or term sheet) relating to any
series of debt securities being offered, the aggregate principal
amount and the following terms of the debt securities, if
applicable:
•the
title and ranking of the debt securities (including the terms of
any subordination provisions);
•the
price or prices (expressed as a percentage of the principal amount)
at which we will sell the debt securities;
•any
limit on the aggregate principal amount of the debt
securities;
•the
date or dates on which the principal of the securities of the
series is payable;
•the
rate or rates (which may be fixed or variable) per annum or the
method used to determine the rate or rates (including any
commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date or
dates from which interest will accrue, the date or dates on which
interest will commence and be payable and any regular record date
for the interest payable on any interest payment date;
•the
place or places where principal of, and interest, if any, on the
debt securities will be payable (and the method of such payment),
where the securities of such series may be surrendered for
registration of transfer or exchange, and where notices and demands
to us in respect of the debt securities may be
delivered;
•the
period or periods within which, the price or prices at which and
the terms and conditions upon which we may redeem the debt
securities;
•any
obligation we have to redeem or purchase the debt securities
pursuant to any sinking fund or analogous provisions or at the
option of a holder of debt securities and the period or periods
within which, the price or prices at which and in the terms and
conditions upon which securities of the series shall be redeemed or
purchased, in whole or in part, pursuant to such
obligation;
•the
dates on which and the price or prices at which we will repurchase
debt securities at the option of the holders of debt securities and
other detailed terms and provisions of these repurchase
obligations;
•the
denominations in which the debt securities will be issued, if other
than denominations of $1,000 and any integral multiple
thereof;
•whether
the debt securities will be issued in the form of certificated debt
securities or global debt securities;
•the
portion of principal amount of the debt securities payable upon
declaration of acceleration of the maturity date, if other than the
principal amount;
•the
currency of denomination of the debt securities, which may be
United States Dollars or any foreign currency, and if such currency
of denomination is a composite currency, the agency or
organization, if any, responsible for overseeing such composite
currency;
•the
designation of the currency, currencies or currency units in which
payment of principal of, premium and interest on the debt
securities will be made;
•if
payments of principal of, premium or interest on the debt
securities will be made in one or more currencies or currency units
other than that or those in which the debt securities are
denominated, the manner in which the exchange rate with respect to
these payments will be determined;
•the
manner in which the amounts of payment of principal of, premium, if
any, or interest on the debt securities will be determined, if
these amounts may be determined by reference to an index based on a
currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index;
•any
provisions relating to any security provided for the debt
securities;
•any
addition to, deletion of or change in the Events of Default
described in this prospectus or in the indenture with respect to
the debt securities and any change in the acceleration provisions
described in this prospectus or in the indenture with respect to
the debt securities;
•any
addition to, deletion of or change in the covenants described in
this prospectus or in the indenture with respect to the debt
securities;
•any
depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the debt
securities;
•the
provisions, if any, relating to conversion or exchange of any debt
securities of such series, including if applicable, the conversion
or exchange price and period, provisions as to whether conversion
or exchange will be mandatory, the events requiring an adjustment
of the conversion or exchange price and provisions affecting
conversion or exchange;
•any
other terms of the debt securities, which may supplement, modify or
delete any provision of the indenture as it applies to that series,
including any terms that may be required under applicable law or
regulations or advisable in connection with the marketing of the
securities; and
•whether
any of our direct or indirect subsidiaries will guarantee the debt
securities of that series, including the terms of subordination, if
any, of such guarantees. (Section 2.2)
We may issue debt securities that provide for an amount less than
their stated principal amount to be due and payable upon
declaration of acceleration of their maturity pursuant to the terms
of the indenture. We will provide you with information on the
federal income tax considerations and other special considerations
applicable to any of these debt securities in the applicable
prospectus supplement.
If we denominate the purchase price of any of the debt securities
in a foreign currency or currencies or a foreign currency unit or
units, or if the principal of and any premium and interest on any
series of debt securities is payable in a foreign currency or
currencies or a foreign currency unit or units, we will provide you
with information on the restrictions, elections, general tax
considerations, specific terms and other information with respect
to that issue of debt securities and such foreign currency or
currencies or foreign currency unit or units in the applicable
prospectus supplement.
Transfer and Exchange
Each debt security will be represented by either one or more global
securities registered in the name of The Depository Trust Company,
or the Depositary, or a nominee of the Depositary (we will refer to
any debt security represented by a global debt security as a
“book-entry debt security”), or a certificate issued in definitive
registered form (we will refer to any debt security represented by
a certificated security as a “certificated debt security”) as set
forth in the applicable prospectus supplement. Except as set forth
under the heading “Global Debt Securities and Book-Entry System”
below, book-entry debt securities will not be issuable in
certificated form.
Certificated Debt Securities. You may transfer or exchange
certificated debt securities at any office we maintain for this
purpose in accordance with the terms of the indenture. (Section
2.4) No service charge will be made for any transfer or exchange of
certificated debt securities, but we may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection with a transfer or exchange. (Section 2.7)
You may effect the transfer of certificated debt securities and the
right to receive the principal of, premium and interest on
certificated debt securities only by surrendering the certificate
representing those certificated debt securities and either
reissuance by us or the trustee of the certificate to the new
holder or the issuance by us or the trustee of a new certificate to
the new holder.
Global Debt Securities and Book-Entry System. Each global debt
security representing book-entry debt securities will be deposited
with, or on behalf of, the Depositary, and registered in the name
of the Depositary or a nominee of the Depositary. Please see
“Global Securities.”
Covenants
We will set forth in the applicable prospectus supplement any
restrictive covenants applicable to any issue of debt securities.
(Article IV)
No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus supplement,
the debt securities will not contain any provisions which may
afford holders of the debt securities protection in the event we
have a change in control or in the event of a highly leveraged
transaction (whether or not such transaction results in a change in
control) which could adversely affect holders of debt
securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of our properties and
assets to any person (a “successor person”) unless:
•we
are the surviving corporation or the successor person (if other
than Virgin Galactic) is a corporation organized and validly
existing under the laws Delaware and expressly assumes our
obligations on the debt securities and under the indenture;
and
•immediately
after giving effect to the transaction, no Default or Event of
Default, shall have occurred and be continuing.
Notwithstanding the above, any of our subsidiaries may consolidate
with, merge into or transfer all or part of its properties to us.
(Section 5.1)
Events of Default
“Event of Default” means with respect to any series of debt
securities, any of the following:
•default
in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of such
default for a period of 30 days (unless the entire amount of the
payment is deposited by us with the trustee or with a paying agent
prior to the expiration of the 30-day period);
•default
in the payment of principal of any security of that series at its
maturity;
•default
in the performance or breach of any other covenant or warranty by
us in the indenture (other than a covenant or warranty that has
been included in the indenture solely for the benefit of a series
of debt securities other than that series), which default continues
uncured for a period of 60 days after we receive written notice
from the trustee or Virgin Galactic and the trustee receive written
notice from the holders of not less than 25% in principal amount of
the outstanding debt securities of that series as provided in the
indenture;
•certain
voluntary or involuntary events of bankruptcy, insolvency or
reorganization of Virgin Galactic;
•any
other Event of Default provided with respect to debt securities of
that series that is described in the applicable prospectus
supplement. (Section 6.1)
No Event of Default with respect to a particular series of debt
securities (except as to certain events of bankruptcy, insolvency
or reorganization) necessarily constitutes an Event of Default with
respect to any other series of debt securities. (Section 6.1) The
occurrence of certain Events of Default or an acceleration under
the indenture may constitute an event of default under certain
indebtedness of ours or our subsidiaries outstanding from time to
time.
We will provide the trustee written notice of any Default or Event
of Default within 30 days of becoming aware of the occurrence of
such Default or Event of Default, which notice will describe in
reasonable detail the status of such Default or Event of Default
and what action we are taking or propose to take in respect
thereof. (Section 6.1)
If an Event of Default with respect to debt securities of any
series at the time outstanding occurs and is continuing, then the
trustee or the holders of not less than 25% in principal amount of
the outstanding debt securities of that series may, by a notice in
writing to us (and to the trustee if given by the holders), declare
to be due and payable immediately the principal of (or, if the debt
securities of that series are discount securities, that portion of
the principal amount as may be specified in the terms of that
series) and accrued and unpaid interest, if any, on
all
debt securities of that series. In the case of an Event of Default
resulting from certain events of bankruptcy, insolvency or
reorganization, the principal (or such specified amount) of and
accrued and unpaid interest, if any, on all outstanding debt
securities will become and be immediately due and payable without
any declaration or other act on the part of the trustee or any
holder of outstanding debt securities. At any time after a
declaration of acceleration with respect to debt securities of any
series has been made, but before a judgment or decree for payment
of the money due has been obtained by the trustee, the holders of a
majority in principal amount of the outstanding debt securities of
that series may rescind and annul the acceleration if all Events of
Default, other than the non-payment of accelerated principal and
interest, if any, with respect to debt securities of that series,
have been cured or waived as provided in the indenture. (Section
6.2) We refer you to the prospectus supplement relating to any
series of debt securities that are discount securities for the
particular provisions relating to acceleration of a portion of the
principal amount of such discount securities upon the occurrence of
an Event of Default.
The indenture provides that the trustee may refuse to perform any
duty or exercise any of its rights or powers under the indenture
unless the trustee receives indemnity satisfactory to it against
any cost, liability or expense which might be incurred by it in
performing such duty or exercising such right or power. (Section
7.1(e)) Subject to certain rights of the trustee, the holders of a
majority in principal amount of the outstanding debt securities of
any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the trustee
with respect to the debt securities of that series. (Section
6.12)
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to
the indenture or for the appointment of a receiver or trustee, or
for any remedy under the indenture, unless:
•that
holder has previously given to the trustee written notice of a
continuing Event of Default with respect to debt securities of that
series; and
•the
holders of not less than 25% in principal amount of the outstanding
debt securities of that series have made written request, and
offered indemnity or security satisfactory to the trustee, to the
trustee to institute the proceeding as trustee, and the trustee has
not received from the holders of not less than a majority in
principal amount of the outstanding debt securities of that series
a direction inconsistent with that request and has failed to
institute the proceeding within 60 days. (Section 6.7)
Notwithstanding any other provision in the indenture, the holder of
any debt security will have an absolute and unconditional right to
receive payment of the principal of, premium and any interest on
that debt security on or after the due dates expressed in that debt
security and to institute suit for the enforcement of payment.
(Section 6.8)
The indenture requires us, within 120 days after the end of our
fiscal year, to furnish to the trustee a statement as to compliance
with the indenture. (Section 4.3) If a Default or Event of Default
occurs and is continuing with respect to the securities of any
series and if it is known to a responsible officer of the trustee,
the trustee shall mail to each Securityholder of the securities of
that series notice of a Default or Event of Default within 90 days
after it occurs or, if later, after a responsible officer of the
trustee has knowledge of such Default or Event of Default. The
indenture provides that the trustee may withhold notice to the
holders of debt securities of any series of any Default or Event of
Default (except in payment on any debt securities of that series)
with respect to debt securities of that series if the trustee
determines in good faith that withholding notice is in the interest
of the holders of those debt securities. (Section 7.5)
Modification and Waiver
We and the trustee may modify, amend or supplement the indenture or
the debt securities of any series without the consent of any holder
of any debt security:
•to
cure any ambiguity, defect or inconsistency;
•to
comply with covenants in the indenture described above under the
heading “Consolidation, Merger and Sale of Assets”;
•to
provide for uncertificated securities in addition to or in place of
certificated securities;
•to
add guarantees with respect to debt securities of any series or
secure debt securities of any series;
•to
surrender any of our rights or powers under the
indenture;
•to
add covenants or events of default for the benefit of the holders
of debt securities of any series;
•to
comply with the applicable procedures of the applicable
depositary;
•to
make any change that does not adversely affect the rights of any
holder of debt securities;
•to
provide for the issuance of and establish the form and terms and
conditions of debt securities of any series as permitted by the
indenture;
•to
effect the appointment of a successor trustee with respect to the
debt securities of any series and to add to or change any of the
provisions of the indenture to provide for or facilitate
administration by more than one trustee; or
•to
comply with requirements of the SEC in order to effect or maintain
the qualification of the indenture under the Trust Indenture Act.
(Section 9.1)
We may also modify and amend the indenture with the consent of the
holders of at least a majority in principal amount of the
outstanding debt securities of each series affected by the
modifications or amendments. We may not make any modification or
amendment without the consent of the holders of each affected debt
security then outstanding if that amendment will:
•reduce
the amount of debt securities whose holders must consent to an
amendment, supplement or waiver;
•reduce
the rate of or extend the time for payment of interest (including
default interest) on any debt security;
•reduce
the principal of or premium on or change the fixed maturity of any
debt security or reduce the amount of, or postpone the date fixed
for, the payment of any sinking fund or analogous obligation with
respect to any series of debt securities;
•reduce
the principal amount of discount securities payable upon
acceleration of maturity;
•waive
a default in the payment of the principal of, premium or interest
on any debt security (except a rescission of acceleration of the
debt securities of any series by the holders of at least a majority
in aggregate principal amount of the then outstanding debt
securities of that series and a waiver of the payment default that
resulted from such acceleration);
•make
the principal of or premium or interest on any debt security
payable in currency other than that stated in the debt
security;
•make
any change to certain provisions of the indenture relating to,
among other things, the right of holders of debt securities to
receive payment of the principal of, premium and interest on those
debt securities and to institute suit for the enforcement of any
such payment and to waivers or amendments; or
•waive
a redemption payment with respect to any debt security. (Section
9.3)
Except for certain specified provisions, the holders of at least a
majority in principal amount of the outstanding debt securities of
any series may on behalf of the holders of all debt securities of
that series waive our compliance with provisions of the indenture.
(Section 9.2) The holders of a majority in principal amount of the
outstanding debt securities of any series may on behalf of the
holders of all the debt securities of such series waive any past
default under the indenture with respect to that series and its
consequences, except a default in the payment of the principal of,
premium or any interest on any debt security of that series;
provided, however, that the holders of a majority in principal
amount of the outstanding debt securities of any series may rescind
an acceleration and its consequences, including any related payment
default that resulted from the acceleration. (Section
6.13)
Defeasance of Debt Securities and Certain Covenants in Certain
Circumstances
Legal Defeasance.
The indenture provides that, unless otherwise provided by the terms
of the applicable series of debt securities, we may be discharged
from any and all obligations in respect of the debt securities of
any series (subject to certain exceptions). We will be so
discharged upon the irrevocable deposit with the trustee, in trust,
of money and/or U.S. government obligations or, in the case of debt
securities denominated in a single currency other than U.S.
Dollars, government obligations of the government that issued or
caused to be issued such currency, that, through the payment of
interest and principal in accordance with their terms, will provide
money or U.S. government obligations in an amount sufficient in the
opinion of a nationally recognized firm of independent public
accountants or investment bank to pay and discharge each
installment of principal, premium and interest on and any mandatory
sinking fund payments in respect of the debt securities of that
series on the stated maturity of those payments in accordance with
the terms of the indenture and those debt securities.
This discharge may occur only if, among other things, we have
delivered to the trustee an opinion of counsel stating that we have
received from, or there has been published by, the United States
Internal Revenue Service a ruling or, since the date of execution
of the indenture, there has been a change in the applicable United
States federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the holders of
the debt securities of that series will not recognize income, gain
or loss for United States federal income tax purposes as a result
of the deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amounts and in the
same manner and at the same times as would have been the case if
the deposit, defeasance and discharge had not occurred. (Section
8.3)
Defeasance of Certain Covenants.
The indenture provides that, unless otherwise provided by the terms
of the applicable series of debt securities, upon compliance with
certain conditions:
•we
may omit to comply with the covenant described under the heading
“Consolidation, Merger and Sale of Assets” and certain other
covenants set forth in the indenture, as well as any additional
covenants which may be set forth in the applicable prospectus
supplement; and
•any
omission to comply with those covenants will not constitute a
Default or an Event of Default with respect to the debt securities
of that series (“covenant defeasance”).
The conditions include:
•depositing
with the trustee money and/or U.S. government obligations or, in
the case of debt securities denominated in a single currency other
than U.S. Dollars, government obligations of the government that
issued or caused to be issued such currency, that, through the
payment of interest and principal in accordance with their terms,
will provide money in an amount sufficient in the opinion of a
nationally recognized firm of independent public accountants or
investment bank to pay and discharge each installment of principal
of, premium and interest on and any mandatory sinking fund payments
in respect of the debt securities of that series on the stated
maturity of those payments in accordance with the terms of the
indenture and those debt securities; and
•delivering
to the trustee an opinion of counsel to the effect that the holders
of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a
result of the deposit and related covenant defeasance and will be
subject to United States federal income tax on the same amounts and
in the same manner and at the same times as would have been the
case if the deposit and related covenant defeasance had not
occurred. (Section 8.4)
No Personal Liability of Directors, Officers, Employees or
Securityholders
None of our past, present or future directors, officers, employees
or securityholders, as such, will have any liability for any of our
obligations under the debt securities or the indenture or for any
claim based on, or in respect or by reason of, such obligations or
their creation. By accepting a debt security, each holder waives
and releases all such liability. This waiver and release is part of
the consideration for the issue of the debt securities. However,
this waiver and release may not be effective to waive liabilities
under U.S. federal securities laws, and it is the view of the SEC
that such a waiver is against public policy.
Governing Law
The indenture and the debt securities, including any claim or
controversy arising out of or relating to the indenture or the
securities, will be governed by the laws of the State of New
York.
The indenture will provide that we, the trustee and the holders of
the debt securities (by their acceptance of the debt securities)
irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding
arising out of or relating to the indenture, the debt securities or
the transactions contemplated thereby.
The indenture will provide that any legal suit, action or
proceeding arising out of or based upon the indenture or the
transactions contemplated thereby may be instituted in the federal
courts of the United States of America located in the City of New
York or the courts of the State of New York in each case located in
the City of New York, and we, the trustee and the holder of the
debt securities (by their acceptance of the debt securities)
irrevocably submit to the non-exclusive jurisdiction of such courts
in any such suit, action or proceeding. The indenture will further
provide that service of any process, summons, notice or document by
mail (to the extent allowed under any applicable statute or rule of
court) to such party’s address set forth in the indenture will be
effective service of process for any suit, action or other
proceeding brought in any such court. The indenture will further
provide that we, the trustee and the holders of the debt securities
(by their acceptance of the debt securities) irrevocably and
unconditionally waive any objection to the laying of venue of any
suit, action or other proceeding in the courts specified above and
irrevocably and unconditionally waive and agree not to plead or
claim any such suit, action or other proceeding has been brought in
an inconvenient forum. (Section 10.10)
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer depositary shares rather than
full shares of preferred stock. Each depositary share will
represent ownership of and entitlement to all rights and
preferences of a fraction of a share of preferred stock of a
specified series (including dividend, voting, redemption and
liquidation rights). The applicable fraction will be specified in a
prospectus supplement. The shares of preferred stock represented by
the depositary shares will be deposited with a depositary named in
the applicable prospectus supplement, under a deposit agreement
among us, the depositary and the holders of the certificates
evidencing depositary shares, or depositary receipts. Depositary
receipts will be delivered to those persons purchasing depositary
shares in the offering. The depositary will be the transfer agent,
registrar and dividend disbursing agent for the depositary shares.
Holders of depositary receipts agree to be bound by the deposit
agreement, which requires holders to take certain actions such as
filing proof of residence and paying certain charges. The terms of
any depositary shares offered under a prospectus supplement may
differ from the terms described below.
We urge you to read the applicable prospectus supplement and any
related free writing prospectus, as well as the complete deposit
agreement that contains the terms of the depositary
shares.
The summary of the terms of the depositary shares contained in this
prospectus does not purport to be complete and is subject to, and
qualified in its entirety by, the provisions of the deposit
agreement and our certificate of incorporation and the certificate
of designation that are, or will be, filed with the SEC for the
applicable series of preferred stock.
Dividends
The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock
represented by the depositary shares to the record holders of
depositary receipts in proportion to the number of depositary
shares owned by such holders on the relevant record date, which
will be the same date as the record date fixed by us for the
applicable series of preferred stock. The depositary, however, will
distribute only such amount as can be distributed without
attributing to any depositary share a fraction of one cent, and any
balance not so distributed will be added to and treated as part of
the next sum received by the depositary for distribution to record
holders of depositary receipts then outstanding.
In the event of a distribution other than in cash, the depositary
will distribute property received by it to the record holders of
depositary receipts entitled thereto, in proportion, as nearly as
may be practicable, to the number of depositary shares owned by
such holders on the relevant record date, unless the depositary
determines (after consultation with us) that it is not feasible to
make such distribution, in which case the depositary may (with our
approval) adopt any other method for such distribution as it deems
equitable and appropriate, including the sale of such property (at
such place or places and upon such terms as it may deem equitable
and appropriate) and distribution of the net proceeds from such
sale to such holders.
Liquidation Preference
In the event of the liquidation, dissolution or winding up of the
affairs of Virgin Galactic, whether voluntary or involuntary, the
holders of each depositary share will be entitled to the fraction
of the liquidation preference accorded each share of the applicable
series of preferred stock as set forth in the applicable prospectus
supplement.
Redemption
If the series of preferred stock represented by the applicable
series of depositary shares is redeemable, such depositary shares
will be redeemed from the proceeds received by the depositary
resulting from the redemption, in whole or in part, of the
preferred stock held by the depositary. Whenever we redeem any
preferred stock held by the depositary, the depositary will redeem
as of the same redemption date the number of depositary shares
representing the shares of preferred stock so redeemed. The
depositary will mail the notice of redemption promptly upon
receipt
of such notice from us and not less than 30 nor more than 60 days
prior to the date fixed for redemption of the preferred stock and
the depositary shares to the record holders of the depositary
receipts.
Voting
Promptly upon receipt of notice of any meeting at which the holders
of the series of preferred stock represented by the applicable
series of depositary shares are entitled to vote, the depositary
will mail the information contained in such notice of meeting to
the record holders of the depositary receipts as of the record date
for such meeting. Each such record holder of depositary receipts
will be entitled to instruct the depositary as to the exercise of
the voting rights pertaining to the number of shares of preferred
stock represented by such record holder’s depositary shares. The
depositary will endeavor, insofar as practicable, to vote such
preferred stock represented by such depositary shares in accordance
with such instructions, and we will agree to take all action which
may be deemed necessary by the depositary in order to enable the
depositary to do so. The depositary will abstain from voting any of
the preferred stock to the extent that it does not receive specific
instructions from the holders of depositary receipts.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the principal office of
the depositary and payment of any unpaid amount due the depositary,
and subject to the terms of the deposit agreement, the owner of the
depositary shares evidenced thereby is entitled to delivery of the
number of whole shares of preferred stock and all money and other
property, if any, represented by such depositary shares. Partial
shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing
the number of whole shares of preferred stock to be withdrawn, the
depositary will deliver to such holder at the same time a new
depositary receipt evidencing such excess number of depositary
shares. Holders of preferred stock thus withdrawn will not
thereafter be entitled to deposit such shares under the deposit
agreement or to receive depositary receipts evidencing depositary
shares therefor.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares and
any provision of the deposit agreement may at any time and from
time to time be amended by agreement between us and the depositary.
However, any amendment which materially and adversely alters the
rights of the holders (other than any change in fees) of depositary
shares will not be effective unless such amendment has been
approved by at least a majority of the depositary shares then
outstanding. No such amendment may impair the right, subject to the
terms of the deposit agreement, of any owner of any depositary
shares to surrender the depositary receipt evidencing such
depositary shares with instructions to the depositary to deliver to
the holder of the preferred stock and all money and other property,
if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.
The deposit agreement will be permitted to be terminated by us upon
not less than 30 days prior written notice to the applicable
depositary if a majority of each series of preferred stock affected
by such termination consents to such termination, whereupon such
depositary will be required to deliver or make available to each
holder of depositary receipts, upon surrender of the depositary
receipts held by such holder, such number of whole or fractional
shares of preferred stock as are represented by the depositary
shares evidenced by such depositary receipts together with any
other property held by such depositary with respect to such
depositary receipts. In addition, the deposit agreement will
automatically terminate if (a) all outstanding depositary shares
thereunder shall have been redeemed, (b) there shall have been a
final distribution in respect of the related preferred stock in
connection with any liquidation, dissolution or winding-up of
Virgin Galactic and such distribution shall have been distributed
to the holders of depositary receipts evidencing the depositary
shares representing such preferred stock or (c) each share of the
related preferred stock shall have been converted into stock of
Virgin Galactic not so represented by depositary
shares.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements.
We will pay charges of the depositary in connection with the
initial deposit of the preferred stock and initial issuance of the
depositary shares, and redemption of the preferred stock and all
withdrawals of preferred stock by owners of depositary shares.
Holders of depositary receipts will pay transfer, income and other
taxes and governmental charges and certain other charges as are
provided in the deposit agreement to be for their accounts. In
certain circumstances, the depositary may refuse to transfer
depositary shares, may withhold dividends and distributions and
sell the depositary shares evidenced by such depositary receipt if
such charges are not paid. The applicable prospectus supplement
will include information with respect to fees and charges, if any,
in connection with the deposit or substitution of the underlying
securities, the receipt and distribution of dividends, the sale or
exercise of rights, the withdrawal of the underlying security, and
the transferring, splitting or grouping of receipts. The applicable
prospectus supplement will also include information with respect to
the right to collect the fees and charges, if any, against
dividends received and deposited securities.
Miscellaneous
The depositary will forward to the holders of depositary receipts
all notices, reports and proxy soliciting material from us which
are delivered to the depositary and which we are required to
furnish to the holders of the preferred stock. In addition, the
depositary will make available for inspection by holders of
depositary receipts at the principal office of the depositary, and
at such other places as it may from time to time deem advisable,
any notices, reports and proxy soliciting material received from us
which are received by the depositary as the holder of preferred
stock. The applicable prospectus supplement will include
information about the rights, if any, of holders of receipts to
inspect the transfer books of the depositary and the list of
holders of receipts.
Neither the depositary nor Virgin Galactic assumes any obligation
or will be subject to any liability under the deposit agreement to
holders of depositary receipts other than for its negligence or
willful misconduct. Neither the depositary nor Virgin Galactic will
be liable if it is prevented or delayed by law or any circumstance
beyond its control in performing its obligations under the deposit
agreement. The obligations of Virgin Galactic and the depositary
under the deposit agreement will be limited to performance in good
faith of their duties thereunder, and they will not be obligated to
prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity
is furnished. Virgin Galactic and the depositary may rely on
written advice of counsel or accountants, on information provided
by holders of the depositary receipts or other persons believed in
good faith to be competent to give such information and on
documents believed to be genuine and to have been signed or
presented by the proper party or parties.
In the event the depositary shall receive conflicting claims,
requests or instructions from any holders of depositary receipts,
on the one hand, and us, on the other hand, the depositary shall be
entitled to act on such claims, requests or instructions received
from us.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering to us notice of
its election to do so, and we may at any time remove the
depositary, any such resignation or removal to take effect upon the
appointment of a successor depositary and its acceptance of such
appointment. Such successor depositary must be appointed within 60
days after delivery of the notice for resignation or removal and
must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least
$150,000,000.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of shares of our common
stock or preferred stock or of debt securities. We may issue
warrants independently or together with other securities, and the
warrants may be attached to or separate from any offered
securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and the investors
or a warrant agent. The following summary of material provisions of
the warrants and warrant agreements are subject to, and qualified
in their entirety by reference to, all the provisions of the
warrant agreement and warrant certificate applicable to a
particular series of warrants. The terms of any warrants offered
under a prospectus supplement may differ from the terms described
below. We urge you to read the applicable prospectus supplement and
any related free writing prospectus, as well as the complete
warrant agreements and warrant certificates that contain the terms
of the warrants.
The particular terms of any issue of warrants will be described in
the prospectus supplement relating to the issue. Those terms may
include:
•the
number of shares of common stock or preferred stock purchasable
upon the exercise of warrants to purchase such shares and the price
at which such number of shares may be purchased upon such
exercise;
•the
designation, stated value and terms (including, without limitation,
liquidation, dividend, conversion and voting rights) of the series
of preferred stock purchasable upon exercise of warrants to
purchase preferred stock;
•the
principal amount of debt securities that may be purchased upon
exercise of a debt warrant and the exercise price for the warrants,
which may be payable in cash, securities or other
property;
•the
date, if any, on and after which the warrants and the related debt
securities, preferred stock or common stock will be separately
transferable;
•the
terms of any rights to redeem or call the warrants;
•the
date on which the right to exercise the warrants will commence and
the date on which the right will expire;
•United
States Federal income tax consequences applicable to the warrants;
and
•any
additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange, exercise and settlement of
the warrants.
Holders of equity warrants will not be entitled:
•to
vote, consent or receive dividends;
•receive
notice as shareholders with respect to any meeting of shareholders
for the election of our directors or any other matter;
or
•exercise
any rights as shareholders of Virgin Galactic.
Each warrant will entitle its holder to purchase the principal
amount of debt securities or the number of shares of preferred
stock or common stock at the exercise price set forth in, or
calculable as set forth in, the applicable prospectus supplement.
Unless we otherwise specify in the applicable prospectus
supplement, holders of
the warrants may exercise the warrants at any time up to the
specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become
void.
A holder of warrant certificates may exchange them for new warrant
certificates of different denominations, present them for
registration of transfer and exercise them at the corporate trust
office of the warrant agent or any other office indicated in the
applicable prospectus supplement. Until any warrants to purchase
debt securities are exercised, the holder of the warrants will not
have any rights of holders of the debt securities that can be
purchased upon exercise, including any rights to receive payments
of principal, premium or interest on the underlying debt securities
or to enforce covenants in the applicable indenture. Until any
warrants to purchase common stock or preferred stock are exercised,
the holders of the warrants will not have any rights of holders of
the underlying common stock or preferred stock, including any
rights to receive dividends or payments upon any liquidation,
dissolution or winding up on the common stock or preferred stock,
if any.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of debt or
equity securities issued by us. Each purchase contract will entitle
the holder thereof to purchase or sell, and obligate us to sell or
purchase, on specified dates, such securities at a specified
purchase price, which may be based on a formula, all as set forth
in the applicable prospectus supplement. Any purchase contracts we
issue will be physically settled by delivery of such securities.
The applicable prospectus supplement will also specify the methods
by which the holders may purchase or sell such securities and any
acceleration, cancellation or termination provisions or other
provisions relating to the settlement of a purchase
contract.
DESCRIPTION OF UNITS
We may issue units consisting of any combination of the other types
of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we
will issue under a separate agreement. We may enter into unit
agreements with a unit agent. Each unit agent will be a bank or
trust company that we select. We will indicate the name and address
of the unit agent in the applicable prospectus supplement relating
to a particular series of units. The terms of any units offered
under a prospectus supplement may differ from the terms described
below.
We urge you to read the applicable prospectus supplement and any
related free writing prospectus, as well as the complete unit
certificate that contains the terms of the units.
The following description, together with the additional information
included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this
prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you
related to the series of units being offered, as well as the
complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms
and provisions and we will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate
by reference from another report that we file with the SEC, the
form of each unit agreement relating to units offered under this
prospectus.
If we offer any units, certain terms of that series of units will
be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
•the
title of the series of units;
•identification
and description of the separate constituent securities comprising
the units;
•the
price or prices at which the units will be issued;
•the
date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
•a
discussion of certain United States federal income tax
considerations applicable to the units; and
•any
other terms of the units and their constituent
securities.
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we indicate differently in any applicable prospectus
supplement or free writing prospectus, the securities initially
will be issued in book-entry form and represented by one or more
global notes or global securities, or, collectively, global
securities. The global securities will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York, as
depositary, or DTC, and registered in the name of Cede & Co.,
the nominee of DTC. Unless and until it is exchanged for individual
certificates evidencing securities under the limited circumstances
described below, a global security may not be transferred except as
a whole by the depositary to its nominee or by the nominee to the
depositary, or by the depositary or its nominee to a successor
depositary or to a nominee of the successor
depositary.
DTC has advised us that it is:
•a
limited-purpose trust company organized under the New York Banking
Law;
•a
“banking organization” within the meaning of the New York Banking
Law;
•a
member of the Federal Reserve System;
•a
“clearing corporation” within the meaning of the New York Uniform
Commercial Code; and
•a
“clearing agency” registered pursuant to the provisions of Section
17A of the Exchange Act.
DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among its participants of
securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in participants’ accounts, thereby eliminating the need for
physical movement of securities certificates. “Direct participants”
in DTC include securities brokers and dealers, including
underwriters, banks, trust companies, clearing corporations and
other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation, or DTCC. DTCC is the
holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others,
which we sometimes refer to as indirect participants, that clear
through or maintain a custodial relationship with a direct
participant, either directly or indirectly. The rules applicable to
DTC and its participants are on file with the SEC.
Purchases of securities under the DTC system must be made by or
through direct participants, which will receive a credit for the
securities on DTC’s records. The ownership interest of the actual
purchaser of a security, which we sometimes refer to as a
beneficial owner, is in turn recorded on the direct and indirect
participants’ records. Beneficial owners of securities will not
receive written confirmation from DTC of their purchases. However,
beneficial owners are expected to receive written confirmations
providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect
participants through which they purchased securities. Transfers of
ownership interests in global securities are to be accomplished by
entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the global securities,
except under the limited circumstances described
below.
To facilitate subsequent transfers, all global securities deposited
by direct participants with DTC will be registered in the name of
DTC’s partnership nominee, Cede & Co., or such other name as
may be requested by an authorized representative of DTC. The
deposit of securities with DTC and their registration in the name
of Cede & Co. or such other nominee will not change the
beneficial ownership of the securities. DTC has no knowledge of the
actual beneficial owners of the securities. DTC’s records reflect
only the identity of the direct participants to whose accounts the
securities are credited, which may or may not be the beneficial
owners. The participants are responsible for keeping account of
their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive
payments and may transfer securities only through the facilities of
the depositary and its direct and indirect participants. If
applicable, we will maintain an office or agency in the location
specified in the prospectus supplement for the applicable
securities, where notices and demands in respect of the securities
and the indenture may be delivered to us and where certificated
securities may be surrendered for payment, registration of transfer
or exchange.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and
by direct participants and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any
legal requirements in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the
securities of a particular series are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each
direct participant in the securities of such series to be
redeemed.
Neither DTC nor Cede & Co. (or such other DTC nominee) will
consent or vote with respect to the securities. Under its usual
procedures, DTC will provide us with an omnibus proxy as soon as
possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the securities of such series are
credited on the record date, identified in a listing attached to
the omnibus proxy.
So long as securities are in book-entry form, we will make payments
on those securities to the depositary or its nominee, as the
registered owner of such securities, by wire transfer of
immediately available funds. If securities are issued in definitive
certificated form under the limited circumstances described below
and unless if otherwise provided in the description of the
applicable securities herein or in the applicable prospectus
supplement, we will have the option of making payments by check
mailed to the addresses of the persons entitled to payment or by
wire transfer to bank accounts in the United States designated in
writing to the applicable trustee or other designated party at
least 15 days before the applicable payment date by the persons
entitled to payment, unless a shorter period is satisfactory to the
applicable trustee or other designated party.
Redemption proceeds, distributions and dividend payments on the
securities will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative of DTC. DTC’s
practice is to credit direct participants’ accounts upon DTC’s
receipt of funds and corresponding detail information from us on
the payment date in accordance with their respective holdings shown
on DTC records. Payments by participants to beneficial owners will
be governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in
bearer form or registered in “street name.” Those payments will be
the responsibility of participants and not of DTC or us, subject to
any statutory or regulatory requirements in effect from time to
time. Payment of redemption proceeds, distributions and dividend
payments to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC, is our
responsibility, disbursement of payments to direct participants is
the responsibility of DTC, and disbursement of payments to the
beneficial owners is the responsibility of direct and indirect
participants.
Except under the limited circumstances described below, purchasers
of securities will not be entitled to have securities registered in
their names and will not receive physical delivery of securities.
Accordingly, each beneficial owner must rely on the procedures of
DTC and its participants to exercise any rights under the
securities and the indenture.
The laws of some jurisdictions may require that some purchasers of
securities take physical delivery of securities in definitive form.
Those laws may impair the ability to transfer or pledge beneficial
interests in securities.
DTC may discontinue providing its services as securities depositary
with respect to the securities at any time by giving reasonable
notice to us. Under such circumstances, in the event that a
successor depositary is not obtained, securities certificates are
required to be printed and delivered.
As noted above, beneficial owners of a particular series of
securities generally will not receive certificates representing
their ownership interests in those securities. However,
if:
•DTC
notifies us that it is unwilling or unable to continue as a
depositary for the global security or securities representing such
series of securities or if DTC ceases to be a clearing agency
registered under the Exchange Act at a time when it is required to
be registered and a successor depositary is not appointed within 90
days of the notification to us or of our becoming aware of DTC’s
ceasing to be so registered, as the case may be;
•we
determine, in our sole discretion, not to have such securities
represented by one or more global securities; or
•an
Event of Default has occurred and is continuing with respect to
such series of securities,
we will prepare and deliver certificates for such securities in
exchange for beneficial interests in the global securities. Any
beneficial interest in a global security that is exchangeable under
the circumstances described in the preceding sentence will be
exchangeable for securities in definitive certificated form
registered in the names that the depositary directs. It is expected
that these directions will be based upon directions received by the
depositary from its participants with respect to ownership of
beneficial interests in the global securities.
Euroclear and Clearstream
If so provided in the applicable prospectus supplement, you may
hold interests in a global security through Clearstream Banking
S.A., which we refer to as “Clearstream,” or Euroclear Bank
S.A./N.V., as operator of the Euroclear System, which we refer to
as “Euroclear,” either directly if you are a participant in
Clearstream or Euroclear or indirectly through organizations which
are participants in Clearstream or Euroclear. Clearstream and
Euroclear will hold interests on behalf of their respective
participants through customers’ securities accounts in the names of
Clearstream and Euroclear, respectively, on the books of their
respective U.S. depositaries, which in turn will hold such
interests in customers’ securities accounts in such depositaries’
names on DTC’s books.
Clearstream and Euroclear are securities clearance systems in
Europe. Clearstream and Euroclear hold securities for their
respective participating organizations and facilitate the clearance
and settlement of securities transactions between those
participants through electronic book-entry changes in their
accounts, thereby eliminating the need for physical movement of
certificates.
Payments, deliveries, transfers, exchanges, notices and other
matters relating to beneficial interests in global securities owned
through Euroclear or Clearstream must comply with the rules and
procedures of those systems. Transactions between participants in
Euroclear or Clearstream, on one hand, and other participants in
DTC, on the other hand, are also subject to DTC’s rules and
procedures.
Investors will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers and other transactions
involving any beneficial interests in global securities held
through those systems only on days when those systems are open for
business. Those systems may not be open for business on days when
banks, brokers and other institutions are open for business in the
United States.
Cross-market
transfers between participants in DTC, on the one hand, and
participants in Euroclear or Clearstream, on the other hand, will
be effected through DTC in accordance with the DTC’s rules on
behalf of Euroclear or Clearstream, as the case may be, by their
respective U.S. depositaries; however, such cross-market
transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in such system
in accordance with the rules and procedures and within the
established deadlines (European time) of such system. Euroclear or
Clearstream, as the case may be, will, if the transaction meets its
settlement requirements, deliver instructions to its U.S.
depositary to take action to effect final settlement on its behalf
by delivering or receiving interests in the global securities
through DTC, and making or receiving payment in accordance with
normal procedures for same-day fund settlement. Participants in
Euroclear or Clearstream may not deliver instructions directly to
their respective U.S. depositaries.
Due
to time zone differences, the securities accounts of a participant
in Euroclear or Clearstream purchasing an interest in a global
security from a direct participant in DTC will be credited, and any
such crediting will be reported to the relevant participant in
Euroclear or Clearstream, during the securities settlement
processing day (which must be a business day for Euroclear or
Clearstream) immediately following the settlement date of DTC. Cash
received in Euroclear or Clearstream as a result of sales of
interests in a global security by or through a participant in
Euroclear or Clearstream to a direct participant in DTC will be
received with value on the settlement date of DTC but will be
available in the relevant Euroclear or Clearstream cash account
only as of the business day for Euroclear or Clearstream following
DTC’s settlement date.
Other
The information in this section of this prospectus concerning DTC,
Clearstream, Euroclear and their respective book-entry systems has
been obtained from sources that we believe to be reliable, but we
do not take responsibility for this information. This information
has been provided solely as a matter of convenience. The rules and
procedures of DTC, Clearstream and Euroclear are solely within the
control of those organizations and could change at any time.
Neither we nor the trustee nor any agent of ours or of the trustee
has any control over those entities and none of us takes any
responsibility for their activities. You are urged to contact DTC,
Clearstream and Euroclear or their respective participants directly
to discuss those matters. In addition, although we expect that DTC,
Clearstream and Euroclear will perform the foregoing procedures,
none of them is under any obligation to perform or continue to
perform such procedures and such procedures may be discontinued at
any time. Neither we nor any agent of ours will have any
responsibility for the performance or nonperformance by DTC,
Clearstream and Euroclear or their respective participants of these
or any other rules or procedures governing their respective
operations.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant to
underwritten public offerings, negotiated transactions or block
trades or through underwriters or dealers, through agents and/or
directly to one or more purchasers, or a combination of these
methods. The securities may be distributed from time to time in one
or more transactions:
•at
a fixed price or prices, which may be changed;
•at
market prices prevailing at the time of sale;
•at
prices related to such prevailing market prices; or
•at
negotiated prices.
Each time that we sell securities covered by this prospectus, we
will provide a prospectus supplement or supplements that will
describe the method of distribution and set forth the terms and
conditions of the offering of such securities, including the
offering price of the securities and the proceeds to us, to the
extent appropriate.
Offers to purchase the securities being offered by this prospectus
may be solicited directly. Agents may also be designated to solicit
offers to purchase the securities from time to time. Any agent
involved in the offer or sale of our securities will be identified
in a prospectus supplement, to the extent appropriate.
If a dealer is utilized in the sale of the securities being offered
by this prospectus, the securities will be sold to the dealer, as
principal. The dealer may then resell the securities to the public
at varying prices to be determined by the dealer at the time of
resale.
If an underwriter is utilized in the sale of the securities being
offered by this prospectus, an underwriting agreement will be
executed with the underwriter at the time of sale and the name of
any underwriter will be provided in the prospectus supplement that
the underwriter will use to make resales of the securities to the
public. In connection with the sale of the securities, we or the
purchasers of securities for whom the underwriter may act as agent,
may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation
in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for which they
may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a
dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the
dealer.
Any compensation paid to underwriters, dealers or agents in
connection with the offering of the securities, and any discounts,
concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement,
to the extent appropriate. Underwriters, dealers and agents
participating in the distribution of the securities may be deemed
to be underwriters within the meaning of the Securities Act of
1933, as amended, and any discounts and commissions received by
them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. We may
enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the
Securities Act, or to contribute to payments they may be required
to make in respect thereof and to reimburse those persons for
certain expenses.
Any common stock will be listed on the New York Stock Exchange, but
any other securities may or may not be listed on a national
securities exchange. To facilitate the offering of securities,
certain persons participating in the offering may engage in
transactions that stabilize, maintain or otherwise affect the price
of the securities. This may include over-allotments or short sales
of the securities, which involve the sale by persons participating
in the offering of more securities than were sold to them. In these
circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by
exercising their over-allotment option, if any. In addition, these
persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to
dealers participating in the offering may be reclaimed if
securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the
securities at a level above that which might otherwise prevail in
the open market. These transactions may be discontinued at any
time.
We may engage in at the market offerings into an existing trading
market in accordance with Rule 415(a)(4) under the Securities Act.
In addition, we may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable
prospectus supplement so indicates, in connection with those
derivatives, the third parties may sell securities covered by this
prospectus and the applicable prospectus supplement, including in
short sale transactions. If so, the third party may use securities
pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of stock, and may use
securities received from us in settlement of those derivatives to
close out any related open borrowings of stock. The third party in
such sale transactions will be an underwriter and, if not
identified in this prospectus, will be named in the applicable
prospectus supplement (or a post-effective amendment). In addition,
we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the
securities short using this prospectus and an applicable prospectus
supplement. Such financial institution or other third party may
transfer its economic short position to investors in our securities
or in connection with a concurrent offering of other
securities.
The material terms of any lock-up provisions in respect of any
given offering will be described in the applicable prospectus
supplement.
The underwriters, dealers and agents may engage in transactions
with us, or perform services for us, in the ordinary course of
business for which they receive compensation.
LEGAL MATTERS
Latham & Watkins LLP will pass upon certain legal matters
relating to the issuance and sale of the securities offered hereby
on behalf of Virgin Galactic Holdings, Inc. Additional legal
matters may be passed upon for us or any underwriters, dealers or
agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of Virgin Galactic Holdings,
Inc. as of December 31, 2020 and 2019, and for each of the years in
the three-year period ended December 31, 2020, and management’s
assessment of the effectiveness of internal control over financial
reporting as of December 31, 2020, have been incorporated by
reference herein in reliance upon the reports of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The audit report on the effectiveness of internal control over
financial reporting as of December 31, 2020, expresses an opinion
that Virgin Galactic Holdings, Inc. did not maintain effective
internal control over financial reporting as of December 31, 2020
because of the effect of a material weakness on the achievement of
the objectives of the control criteria and contains an explanatory
paragraph that states a material weakness related to the
identification and evaluation of the appropriate technical
accounting pronouncements and other literature for the
classification and measurement of the warrants related to the
Company's business combination transaction did not include
consideration of validating the conclusions with additional
technical resources has been identified and included in
management’s assessment.
Up to $300,000,000 of Common Stock
PROSPECTUS SUPPLEMENT
August 4, 2022
Credit Suisse
Morgan Stanley
Goldman Sachs & Co. LLC
Virgin Galactic (NYSE:SPCE)
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