Vieco USA, Inc. (Orbit) executed the non -binding term sheet to acquire NextGen Acquisition Corp. II (NasdaqCM:NGCA) from NextGen Sponsor II LLC and Others for $3.1 billion in a reverse merger transaction on April 21, 2021. Vieco USA, Inc. entered into a definitive merger agreement to acquire NextGen Acquisition Corp. II from NextGen Sponsor II LLC and Others in a reverse merger transaction on August 22, 2021. 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. The transaction is subject to, among other things, approval by NextGen's shareholders and the satisfaction or waiver of other customary closing conditions. Extraordinary general meeting of NextGen will be held on December 28, 2021. The boards of directors of both Virgin Orbit and NextGen have unanimously approved the proposed business combination. The deal is expected to close around the end of the year. As of December 8, 2021, NextGen has set December 28, 2021 at 9:00 a.m. Eastern time for a special meeting of stockholders to approve the proposals associated with the Business Combination. As of December 28, 2021, NextGen Acquisition Corp. II stockholders approved the business combination. The transaction is expected to close by the end of the year.


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. Justin Hamill, Rachel Sheridan, Drew Capurro, Charles Cassidy, Pardis Zomorodi, William Kessler, Michelle Carpenter, Nineveh Alkhas, Anthony Klein, Elizabeth Park, Les Carnegie, Kyle Jefcoat, Christopher Norton, Nathan Seltzer, Amanda Reeves, Joseph Simei, Nima J. Movahedi and Peter Todaro of Latham & Watkins LLP is serving as legal 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 and fairness opinion provider to NextGen. Howard L. Ellin, Cohen, Jessica N, Corman, Karen L, Elberg, Shana A, Goldschmidt, David J, Penko, Joseph M, Warrick, Demetrius A and June S. Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisors to NextGen. Sullivan & Cromwell represented the placement agents. Continental Stock Transfer & Trust Company is the transfer agent for shares of NextGen. Morrow Sodali LLC is acting as the proxy solicitor for NextGen for a fee of $37,500, plus disbursements. Rothschild & Co will receive an aggregate fee of approximately $1,000,000 from NextGen for its services, $250,000 of which became payable upon delivery of Rothschild & Co's opinion and $750,000 of which is contingent upon the consummation of the merger. Goldman Sachs & Co. LLC (“Goldman Sachs”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) are acting as co-placement agents to NextGen in connection with the PIPE Investment. In addition, Goldman Sachs is acting as exclusive financial advisor to NextGen in connection with the proposed Business Combination. In connection with its engagements, Goldman Sachs will receive approximately $19.8 million, $8.0 million of which constitutes deferred underwriting commissions in connection with NextGen's initial public offering and will only accrue if a business combination is consummated. Credit Suisse is also acting as exclusive financial advisor to Virgin Orbit in connection with the proposed Business Combination and as lead capital markets advisor to Virgin Orbit. In connection with its engagements, Credit Suisse will receive between $12.1 million and $19.8 million, of which $5.4 million constitutes deferred underwriting commissions in connection with NextGen's initial public offering and will only accrue if a business combination is consummated. Rothschild & Co was retained as an additional financial advisor to NextGen for the purpose of providing a fairness opinion in connection with the proposed Business Combination, which was requested by NextGen's board of directors. Robert W. Downes and Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to Rothschild & Co who acted as a financial adviser to NextGen Acquisition Corp. II and Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC who acted as co-lead placement agents for the PIPE transaction. American Stock Transfer & Trust Company, LLC acted as transfer agent to Virgin Orbit Holdings, Inc.