Virgin Orbit’s Merger With NextGen Acquisition Corp. II

Skadden, Arps, Slate, Meagher & Flom advised NextGen Acquisition Corp. II, while Latham & Watkins advised Virgin Orbit in the deal. Sullivan & Cromwell represented the placement agents. Harneys acted for Vieco 10 Limited.

Virgin Orbit, the responsive launch and space solutions company, through its parent company Vieco USA, Inc. (“Virgin Orbit” or the “Company”) and NextGen Acquisition Corp. II (“NextGen”) (NASDAQ: NGCA), a special purpose acquisition company, have entered into a definitive merger agreement under which Virgin Orbit will become a publicly-traded company.

Upon closing, the transaction is expected to provide the combined company up to $483 million in cash proceeds, including up to $383 million of cash held in the trust account of NextGen (assuming no redemptions) and a $100 million fully committed PIPE; the combined company will retain the Virgin Orbit name and is expected to be listed on Nasdaq under the ticker symbol “VORB.” The transaction values Virgin Orbit at an implied pro forma enterprise value of approximately US$3.2 billion and is expected to close around the end of the year, subject to, among other things, approval by NextGen’s shareholders and the satisfaction or waiver of other customary closing conditions.

Credit Suisse Securities (USA) LLC is serving as lead financial advisor and lead capital markets advisor to Virgin Orbit and co-lead placement agent for the PIPE transaction. Perella Weinberg Partners L.P. and LionTree LLC are also serving as additional financial advisors to Virgin Orbit.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to NextGen and as co-lead placement agent for the PIPE transaction. Rothschild & Co is acting as an additional financial advisor to NextGen.

Update: On the closing of the transaction, which was approved by NextGen stockholders on 28 December 2021, NextGen changed its name to “Virgin Orbit Holdings, Inc.” and began trading on NASDAQ on 30 December 2021 under the ticker symbols “VORB” and “VORBW”.

Virgin Orbit builds and operates one of the most flexible and responsive satellite launchers ever invented: LauncherOne, a dedicated launch service for commercial and government-built small satellites. LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft, Cosmic Girl, which allows Virgin Orbit to operate from locations all over the world in order to best serve each customer’s needs.

NextGen Acquisition Corp. II is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group.

Latham & Watkins represented Virgin Orbit in the transaction with a corporate deal team led by New York partner Justin Hamill (Picture), with associates Nima Movahedi, Shannon Cheng, Daniel Weissman, and Nancy Zhu. Advice was also provided on capital markets matters by Washington, D.C. partner Rachel Sheridan, Orange County partner Drew Capurro, and Washington, D.C. counsel Charles Cassidy, with associates Katherine Lovejoy and Juan Grana; on tax matters by Century City partner Pardis Zomorodi and Century City counsel William Kessler; on benefits and compensation matters by Los Angeles partner Michelle Carpenter, with associates Megan Ampe and Aaron Tso; on employment matters by Chicago partner Nineveh Alkhas; on intellectual property matters by Bay Area partner Anthony Klein, with associates Morgan Brubaker and Ryan Clore; on FCC matters by Washington, D.C. counsel Elizabeth Park; on CFIUS and ITAR matters by Washington, D.C. partner Les Carnegie, with associates Zachary Eddington and Andrew Galdes; on government contracts matters by Washington, D.C. counsel Kyle Jefcoat; on UK regulatory matters by London associate Stephanie Adams; on environmental matters by Orange County partner Christopher Norton; on FCPA matters by London partner Nathan Seltzer, with associate Christopher Ting; and on antitrust matters by Washington, D.C. partner Amanda Reeves and Washington, D.C. counsels Joseph Simei and Peter Todaro. 

The Skadden team included M&A partners Howard Ellin and June Dipchand, counsel Demetrius Warrick and associate Dmitriy Godunov; Capital Markets partner David Goldschmidt and associates Jenna Godfrey (Washington, D.C.) and Jennifer Friedman; Executive Compensation and Benefits partner
Joseph Penko; Labor and Employment partner Karen Corman (Los Angeles); Intellectual Property & Technology counsel Jessica Cohen; and Corporate Restructuring partner Shana Elberg. All attorneys are based in New York unless otherwise noted.

The Harneys’ team was led by Rachel Graham, Corporate Partner.  

Involved fees earner: Rachel Graham – Harneys; Stephanie Adams – Latham & Watkins; Nineveh Alkhas – Latham & Watkins; Megan Ampe – Latham & Watkins; Morgan Brubaker – Latham & Watkins; Drew Capurro – Latham & Watkins; Les Carnegie – Latham & Watkins; Michelle Carpenter – Latham & Watkins; Charles Cassidy III – Latham & Watkins; Shannon Cheng – Latham & Watkins; Ryan Clore – Latham & Watkins; Zachary Eddington – Latham & Watkins; Andrew Galdes – Latham & Watkins; Juan Grana – Latham & Watkins; Justin Hamill – Latham & Watkins; Kyle Jefcoat – Latham & Watkins; William Kessler – Latham & Watkins; Anthony Klein – Latham & Watkins; Katherine Lovejoy – Latham & Watkins; Nima Movahedi – Latham & Watkins; Christopher Norton – Latham & Watkins; Elizabeth Park – Latham & Watkins; Amanda Reeves – Latham & Watkins; Nathan Seltzer – Latham & Watkins; Rachel Sheridan – Latham & Watkins; Joseph Simei – Latham & Watkins; Christopher Ting – Latham & Watkins; Peter Todaro – Latham & Watkins; Aaron Tso – Latham & Watkins; Daniel Weissman – Latham & Watkins; Nancy Zhu – Latham & Watkins; Pardis Zomorodi – Latham & Watkins; Jessica Cohen – Skadden; Karen Corman – Skadden; June Dipchand – Skadden; Shana Elberg – Skadden; Howard Ellin – Skadden; Jennifer Friedman – Skadden; Jenna Godfrey – Skadden; Dmitriy Godunov – Skadden; David Goldschmidt – Skadden; Joseph Penko – Skadden; Demetrius Warrick – Skadden;

Law Firms: Harneys; Latham & Watkins; Skadden;

Clients: NextGen Acquisition Corp. II; Vieco 10 Limited; Virgin Orbit;