IPOA Social Capital Hedosophia Holdings Corp

13D

13D

13D

13D

13D

13D

13D

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Virgin Galactic Holdings, Inc., a Delaware corporation (the “Issuer”) whose principal executive offices are located at 166 North Roadrunner Parkway, Suite 1C, Las Cruces, NM 88011.

The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Vieco USA, Inc. (“Vieco US”);

Vieco 10 Limited (“V10”);

Virgin Investments Limited (“VIL”);

Virgin Group Investments LLC (“VGIL”);

Corvina Holdings Limited (“Corvina”);

Virgin Group Holdings Limited (“VGHL”); and

Sir Richard Branson.

Vieco US and VGIL are each organized under the laws of the State of Delaware. Sir Richard Branson is a citizen of the United Kingdom. Each of the other Reporting Persons is organized under the laws of the British Virgin Islands. The address of Sir Richard Branson is Headland House, Moskito Island, VG 1150, British Virgin Islands. The business address of Vieco US is 65 Bleecker Street, 6th Floor, New York, NY 10012. The business address of each of the other Reporting Persons is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. The principal business of Sir Richard Branson is entrepreneurship. The principal business of each of the other Reporting Persons is investing in securities, including the securities of the Issuer.

Information with respect to the directors and officers of Vieco US, V10, VIL, VGIL, Corvina and VGHL (collectively, the “Related Persons”), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on the attached Schedule A, which is incorporated herein by reference.

The Reporting Persons, SCH Sponsor Corp. (“Sponsor”) and Chamath Palihapitiya may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Shares beneficially owned by Sponsor and Mr. Palihapitiya are not the subject of this Schedule 13D and accordingly, neither Sponsor nor Mr. Palihapitiya is included as a Reporting Person. For a description of the relationship between the Reporting Persons, Sponsor and Mr. Palihapitiya, see Item 4 below.

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On October 25, 2019, in connection with the closing of the Business Combination (as defined herein), Vieco US acquired 130,000,000 shares of Common Stock from the Issuer in exchange for the contribution of all outstanding shares and interests in each of TSC Vehicle Holdings, Inc. (“TSCV”), Virgin Galactic Vehicle Holdings, Inc. (“VGVH”) and VGH, LLC (together with TSCV and VGVH, the “VG Companies”) to the Issuer. At the closing of the Business Combination, the Issuer also repurchased 5,209,562 shares of Common Stock from Vieco US at a price of $10.00 per share and Vieco US simultaneously elected to have Chamath Palihapitiya purchase 10,000,000 shares of Common Stock from Vieco US in a secondary purchase pursuant to the Purchase Agreement (as defined herein) for aggregate consideration of $100,000,000.

Business Combination

On October 25, 2019, the Issuer reincorporated as a Delaware corporation and consummated the acquisition of the VG Companies (the “Business Combination”) pursuant to the Agreement and Plan of Merger, dated as of July 9, 2019, as amended on October 2, 2019 (the “Merger Agreement”), by and among V10, Vieco US, Foundation Sub 1, Inc. (“Merger Sub A”), Foundation Sub 2, Inc. (“Merger Sub B”), Foundation Sub LLC (“Merger Sub LLC” and, collectively with Merger Sub A and Merger Sub B, the “Merger Subs”) and the VG Companies. As consideration for the acquisition of the VG Companies, the Issuer issued 130,000,000 shares of Common Stock to Vieco US. The Issuer subsequently repurchased 5,209,562 shares of Common Stock at a price of $10.00 per share from Vieco US.

Purchase Agreement

In connection with the Merger Agreement, Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (“SCH” ) entered into a purchase agreement, dated as of July 9, 2019, (as further supplemented by the Assignment, Consent and Waiver Agreement, dated as of October 2, 2019, the “Purchase Agreement”), with V10, Vieco US and Chamath Palihapitiya, SCH’s Chief Executive Officer and Chairman of its board of directors. Pursuant to the Purchase Agreement, on October 25, 2019, Mr. Palihapitiya purchased 10,000,000 shares of Common Stock from Vieco US at a price of $10.00 per share.

Stockholders’ Agreement

On October 25, 2019, the Issuer entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”) with Vieco US, Sponsor and Mr. Palihapitiya (together with Vieco US and the Sponsor, the “Voting Parties”), which sets forth, among other things, certain rights and obligations of the parties with respect to: the corporate governance of the Issuer, including director designation rights and the identity of the Chairperson of the Issuer’s Board of Directors (the “Board”); voting rights; and approval rights and limitations with respect to certain transactions.

Director Designation

For so long as Vieco US beneficially owns Common Stock representing 50% or more of the Common Stock owned by Vieco US immediately after the consummation of the transactions contemplated by the Merger Agreement and the Purchase Agreement, Vieco US may designate three individuals to serve on the Board. In the event that Vieco US beneficially owns less than 50% of the Common Stock but 25% or more of the Common Stock owned by Vieco US immediately after the consummation of the transactions contemplated by the Merger Agreement and the Purchase Agreement, it may designate two directors to serve on the Board. In the event that Vieco US beneficially owns less than 25% of the Common Stock but 10% or more of the Common Stock owned by Vieco US immediately after the consummation of the transactions contemplated by the Merger Agreement and the Purchase Agreement, it may designate one director to serve on the Board. In the event that Vieco US beneficially owns less than 10% of the Common Stock owned by Vieco US immediately after the consummation of the transactions contemplated by the Merger Agreement and the Purchase Agreement, it will not have the right to designate any directors. Upon any decrease in the number of directors that Vieco US is entitled to designate for nomination to the Board, Vieco US shall take all necessary action to cause the appropriate number of designees to offer to tender their resignation, effective as of the next annual meeting of stockholders of Issuer.

At the closing of the Business Combination, Vieco US designated Craig Kreeger, Evan Lovell and George Mattson to serve on the Board.

In addition, Vieco US has agreed to take all necessary action to cause the initial Chairperson of the Board to be Mr. Palihapitiya.

Voting Rights

Pursuant to the Stockholders’ Agreement, each of the Issuer and the Voting Parties have agreed not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with the Stockholders’ Agreement) that would frustrate, obstruct or otherwise affect the provisions of the Stockholders’ Agreement. Each Voting Party will vote all of its shares of Common Stock held by such Voting Party in such manner as may be necessary to elect and/or maintain in office as members of the Board those individuals designated in accordance with the Stockholders’ Agreement and to otherwise effect the intent of the provisions of the Stockholders’ Agreement.

Approval Rights and Limitations

Pursuant to the Stockholders’ Agreement, for so long as it has the right to designate at least one director, Vieco US will also have certain approval rights with respect to significant corporate transactions, including: any business combination or similar transaction; amendments to the Issuer’s certificate of incorporation, bylaws or other organizational documents; a liquidation or related transaction; and an issuance of capital stock in excess of 5% of the then issued and outstanding shares of the Issuer.

For so long as it has the right to designate two directors, Vieco US will have additional approval rights with respect to certain transactions, including: increasing or decreasing the size of the Board; an issuance or sale of any capital stock of the Issuer or its subsidiaries, other than an issuance of shares of capital stock upon the exercise of options to purchase shares of capital stock of the Issuer; making any dividends or distributions to the stockholders of the Issuer other than certain redemptions and 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; and transactions with any interested stockholder pursuant to Item 404 of Regulation S-K promulgated under the Exchange Act.

The Stockholders’ Agreement also requires Vieco US to consult with the Board before taking any action by written consent as a stockholder of the Issuer.

Registration Rights Agreement

At the closing of the Business Combination, the Issuer, Vieco US, the Sponsor and Mr. Palihapitiya entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Issuer has agreed to register for resale certain shares of Common Stock and other equity securities of the Issuer that are held by the parties thereto from time to time. The Registration Rights Agreement contains certain restrictions on transfer with respect to the 50% of the shares of Common Stock received by Vieco US in connection with the Business Combination, including a two-year lock-up of such shares.

Trademark License Agreement

Also upon closing of the Business Combination, and as contemplated by the Merger Agreement and the Deed of Novation dated July 9, 2019, as amended on October 2, 2019, the amended trademark license agreement (the “Amended TMLA”) between the Issuer and Virgin Enterprises Limited, an affiliate of the Reporting Persons, became effective. Pursuant to the Amended TMLA, the Issuer has agreed to provide Virgin Enterprises Limited the right to designate one director to the Board at any time if the Reporting Persons or their affiliates do not otherwise have the right to designate a director to the Board.

The foregoing descriptions of the Merger Agreement, Purchase Agreement, Stockholders’ Agreement, Registration Rights Agreement and Amended TMLA do not purport to be complete and are qualified in their entirety by the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

General

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Stockholders’ Agreement and the Registration Rights Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons and their designees to the Board may engage in discussions with management, the Board, and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that

could result in the de-listing or de-registration of the Common Stock; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and unitholders, as applicable, or that any such transaction would be successfully implemented.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 195,587,552 shares of Common Stock outstanding as of October 25, 2019:

(1)    As discussed in Item 2 above, Sponsor and Mr. Palihapitiya are not included as Reporting Persons in this Schedule 13D, and the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock held by Sponsor and Mr. Palihapitiya.

Vieco US is the record holder of the securities reported herein. Vieco US is a wholly owned subsidiary of V10, whose majority owner is VIL, whose sole shareholder is VGIL, whose sole managing member is Corvina, whose sole shareholder is VGHL. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Vieco US.

Sir Richard Branson owns and has the ability to appoint and remove the management of VGHL and, as such, may indirectly control the decisions of VGHL, regarding the voting and disposition of securities owned by VGHL. Therefore, Sir Richard Branson may be deemed to have indirect beneficial ownership of the securities owned by VGHL.

Item 4 above summarizes certain provisions of the Merger Agreement, Purchase Agreement, Stockholders’ Agreement and Registration Rights Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 4, 2019

SCHEDULE A

The name, present principal occupation or employment, business address and citizenship of each of the executive officers and directors of Vieco USA, Inc., Vieco 10 Limited, Virgin Investments Limited, Virgin Group Investments, LLC, Corvina Holdings Limited and Virgin Group Holdings Limited are set forth below.

Vieco USA, Inc.

Vieco 10 Limited

Virgin Investments Limited

Virgin Group Investments, LLC

Corvina Holdings Limited

Virgin Group Holdings Limited