We advised Virgin Investments as DIP lender, prepetition lender and equityholder in connection with the restructuring

Davis Polk advised Virgin Investments Limited in connection with the restructuring of Virgin Orbit Holdings, Inc. Virgin Investments held the majority of Virgin Orbit’s equity, owned over $70 million of Virgin Orbit notes and provided debtor-in-possession financing to Virgin Orbit in the form of $74.1 million of term loans, including the roll-up of certain prepetition notes.

On April 4, 2023, Virgin Orbit and certain of its subsidiaries filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. The Bankruptcy Court confirmed Virgin Orbit’s chapter 11 plan on July 31, 2023. The plan distributes proceeds from sales of Virgin Orbit’s assets, including the sale of its main aircraft asset, the “Cosmic Girl” carrier aircraft, to Stratolaunch LLC for $17 million and provides for Virgin Investments to receive all remaining IP assets. The plan reflects a global settlement reached among Virgin Orbit, Virgin Investments and the official committee of unsecured creditors, as well as a settlement agreement with certain WARN Act claimants. On August 2, 2023, Virgin Orbit’s chapter 11 plan became effective.

Headquartered in Long Beach, California, Virgin Orbit executed four successful launches, delivering approximately 33 satellites into orbit. Virgin Orbit provided these services to commercial and civil customers, national security and defense customers, and various international partners. In 2021, Virgin Orbit went public through a merger with a special purpose acquisition company, NextGen Acquisition Corporation II. That de-SPAC transaction raised approximately $228 million in net proceeds.

Virgin Investments is a member of the Virgin Group, which engages in investment management and brand licensing across multiple asset classes and geographies. The Virgin branded businesses span multiple sectors, including travel and leisure, health and wellness, music and entertainment, telecoms and media, financial services and space, with specific focus on clean energy projects with high growth potential, while its venture capital portfolio includes various well-known businesses across development stages.

The Davis Polk restructuring team included partner Brian M. Resnick, counsel Josh Sturm and associates Jarret Erickson and Ethan Stern. The finance team included partner Monica Holland and counsel Bernard Tsepelman. Partner Lee Hochbaum provided corporate advice. The intellectual property team included partner Frank J. Azzopardi. Partner William A. Curran provided tax advice. The executive compensation team included partners Adam Kaminsky and Jennifer S. Conway. Partner Elliot Moskowitz and associate Charlotte M. Savino provided litigation advice. Members of the Davis Polk team are based in the New York and Washington DC offices.