August 23, 2021
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 announced that they have entered into a definitive merger agreement (the Merger Agreement) under which Virgin Orbit will become a publicly-traded company. The transaction values Virgin Orbit at an implied pro forma enterprise value of approximately US$3.2 billion and is expected to close in Q4 2021, subject to, among other things, approval by NextGen’s shareholders and the satisfaction or waiver of other customary closing conditions.
Latham & Watkins LLP represents Virgin Orbit in the transaction with a corporate deal team led by New York partner Justin Hamill, 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.