Virgin Galactic Announces Redemption of Public Warrants
March 13 2020 - 6:45PM
Business Wire
Virgin Galactic Holdings, Inc. (NYSE: SPCE; SPCE.WS; SPCE.U)
(“Virgin Galactic” or “the Company”), a vertically integrated
aerospace company, today announced that the Company will redeem all
of its outstanding warrants (the “Public Warrants”) to purchase
shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), that were issued under the Warrant Agreement
, dated September 13, 2017 (the “Warrant Agreement”), by and
between the Company and Continental Stock Transfer & Trust
Company, as warrant agent (the “Warrant Agent”), as part of the
units sold in the Company’s initial public offering (the “IPO”),
for a redemption price of $0.01 per Public Warrant (the “Redemption
Price”), that remain outstanding at 5:00 p.m. New York City time on
April 13, 2020 (the “Redemption Date”). Warrants to purchase Common
Stock that were issued under the Warrant Agreement in a private
placement simultaneously with the IPO and still held by the initial
holders thereof or their permitted transferees are not subject to
this redemption.
Under the terms of the Warrant Agreement, the Company is
entitled to redeem all of the outstanding Public Warrants if the
last sales price of the Common Stock is at least $18.00 per share
on each of twenty trading days within any thirty-day trading period
ending on the third trading day prior to the date on which a notice
of redemption is given. At the direction of the Company, the
Warrant Agent has delivered a notice of redemption to each of the
registered holders of the outstanding Public Warrants.
In addition, in accordance with the Warrant Agreement, the
Company’s board of directors has elected to require that, upon
delivery of the notice of redemption, all Public Warrants are to be
exercised only on a “cashless basis.” Accordingly, holders may no
longer exercise Public Warrants and receive Common Stock in
exchange for payment in cash of the $11.50 per warrant exercise
price. Instead, a holder exercising a Public Warrant will be deemed
to pay the $11.50 per warrant exercise price by the surrender of
0.4927 of a share of Common Stock (such fraction determined as
described below) that such holder would have been entitled to
receive upon a cash exercise of a Public Warrant. Accordingly, by
virtue of the cashless exercise of the Public Warrants, exercising
warrant holders will receive 0.5073 of a share of Common Stock for
each Public Warrant surrendered for exercise. Any Public Warrants
(including Public Warrants that are included in outstanding units)
that remain unexercised at 5:00 p.m. New York City time on the
Redemption Date will be delisted, void and no longer exercisable,
and the holders will have no rights with respect to those Public
Warrants, except to receive the Redemption Price (or as otherwise
described in the redemption notice for holders who hold their
Public Warrants in “street name”).
The number of shares of Common Stock that each exercising
warrant holder will receive by virtue of the cashless exercise
(instead of paying the $11.50 per Public Warrant cash exercise
price) was calculated in accordance with the terms of the Warrant
Agreement and is equal to the quotient obtained by dividing (x) the
product of the number of shares underlying the Public Warrants held
by such warrant holder, multiplied by the difference between
$23.34, the average last sale price of the Common Stock for the ten
trading days ending on March 10, 2020, the third trading day prior
to the date of the redemption notice (the “Fair Market Value”) and
$11.50, by (y) the Fair Market Value. If any holder of Public
Warrants would, after taking into account all of such holder’s
Public Warrants exercised at one time, be entitled to receive a
fractional interest in a share of Common Stock, the number of
shares the holder will be entitled to receive will be rounded down
to the nearest whole number of shares.
At 5:00 p.m. New York City time on the Redemption Date, the
Company’s outstanding units (the “Units”) will be mandatorily
separated into their component parts – one share of Common Stock
and one-third of one Public Warrant – and the Public Warrants and
Units will cease trading. As a result, at 5:00 p.m. New York City
time on the Redemption Date, each Unit holder’s account, in lieu of
Units, will reflect ownership of the number of shares of Common
Stock underlying such holder’s Units.
Questions concerning redemption and exercise of the Public
Warrants can be directed to Continental Stock Transfer & Trust
Company, 1 State Street, 30th Floor, New York, New York 10004,
Attention: Compliance Department, telephone number (212)
509-4000.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of any
of the Company’s securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Virgin Galactic Holdings
Virgin Galactic Holdings, Inc. is a vertically integrated
aerospace company, pioneering human spaceflight for private
individuals and researchers, as well as a manufacturer of advanced
air and space vehicles. Using its proprietary and reusable
technologies and supported by a distinctive, Virgin-branded
customer experience, it is developing a spaceflight system designed
to offer customers a unique, multi-day, transformative experience.
This culminates in a spaceflight that includes views of Earth from
space and several minutes of weightlessness that will launch from
Spaceport America, New Mexico. Virgin Galactic and The Spaceship
Company believe that one of the most exciting and significant
opportunities of our time lies in the commercial exploration of
space and the development of technology that will change the way we
travel across the globe in the future. Together we are opening
access to space to change the world for good.
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For media inquiries please contact:
VirginGalacticPress@virgingalactic.com Antonia Gray, FTI
VirginGalacticFin@fticonsulting.com /
VirginGalacticcorp@fticonsulting.com For Investor Relations
inquiries please contact: VirginGalactic-SVC@SARDVERB.com
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