VG Acquisition Corp

VG Acquisition Corp
VG Acquisition Corp

Our Company

We are a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

Our company’s founder is Sir Richard Branson, a renowned global entrepreneur and founder of the Virgin Group. Virgin is a leading international investment group and one of the world’s most recognized and respected brands. Created in 1970 with the birth of Virgin Records, the Virgin Group has gone on to invest in, incubate and grow a number of successful businesses in the private and public markets. Each Virgin branded company brings a fresh, innovative and distinctive consumer proposition, shaking up the status quo to create businesses that lift experiences out of the ordinary. This focus on the consumer, since it is not tied to a specific product or industry, has given the brand the ability to expand into new sectors and new geographies. Virgin has expanded into many sectors since its inception, driven by Sir Richard’s ambition to create the world’s most irresistible brand. These sectors include travel & leisure, financial services, health & wellness, technology & internet-enabled, music & entertainment, media & mobile, space, and renewable energy. The Virgin Group has built significant expertise across these sectors, which it has also successfully applied to investments in non-Virgin branded businesses in which it has seen the opportunity to generate attractive financial returns.

The Virgin Group’s resources, ranging from its experienced investment executives to skilled brand experts, will support the sourcing and evaluation of acquisition targets for our company. We intend to search for targets that operate in consumer-facing industries in the U.S. and Western Europe, with a focus on businesses that provide consumer experiences in the sectors in which Virgin has historically created significant shareholder value. We believe that we will have a unique value proposition for our target due to our ability to apply the Virgin brand to fuel its growth and enhance its financial profile. Virgin has a strong brand in its core geographies, with brand awareness of 96% in the U.S. and 99% in the U.K. based on a 2019 survey by Incite Brand Health Research.

There are now more than 40 Virgin branded businesses worldwide, employing over 60,000 people in more than 30 countries and generating in aggregate over $22 billion of revenue in their latest financial year. Virgin’s track record of creating shareholder value is demonstrated by the fact that ten Virgin branded businesses have been valued at a billion dollars or more: Virgin Records, Virgin Atlantic, Virgin Australia (ASX: VAH), Virgin Mobile USA (formerly NYSE: VM; acquired by Sprint Nextel), Virgin Media (formerly NASDAQ / LSE: VMED; acquired by Liberty Global), Virgin Galactic (NYSE: SPCE), Virgin Active, Virgin Money U.K. (LSE: VMUK; acquired by Clydesdale Bank), Virgin Voyages and Virgin America (formerly NASDAQ: VA; acquired by Alaska Air Group). Though a select group of companies within the Virgin portfolio has recently been impacted by the COVID-19 pandemic, the Virgin Group and its partners have made significant investments to provide each of the affected businesses with sufficient resources to continue to operate through the crisis.

The Virgin Group is led by a team of experienced investment professionals, based in New York and London, who are responsible for acquiring, investing in and growing the Virgin branded businesses worldwide. They are deeply familiar with evaluating and structuring transactions and understand the types of businesses and situations in which the Virgin brand is best positioned to enhance operating performance. Outside of investments involving the Virgin brand, the same team invests across an array of strategies including venture capital, growth equity, renewable energy, real estate and direct fund investments. Notable non-branded investments made by the Virgin Group that were sourced and evaluated by our executives include Slack, Square, Twitter, Ring, Transferwise and Pinterest, among others. We believe that these investments are a testament to the Virgin Group’s access to attractive external investment opportunities and its thorough deal evaluation process.

In addition to sourcing, evaluating, and executing transactions, our team has extensive operating experience across a variety of deal situations, including:

  • Incubating businesses from the ground up (as with Virgin America, a U.S. domestic airline, and Virgin Voyages, an international cruise line);
  • Acquiring control stakes in existing businesses (as with Virgin Active, a leading international health club chain, and BMR Energy, a developer and operator of international renewable energy projects); and
  • Re-branding a business in which Virgin has invested a minority equity position (as with Virgin Media, a U.K. telecommunications provider).

The Virgin Group’s executives therefore have experience working within a variety of structures - relevant given the flexibility required as a SPAC sponsor - and have played active roles in providing portfolio companies with overall strategic direction as well as assistance with value creation initiatives. They are also able to provide access to Virgin’s global network to facilitate best practice sharing and cooperation between portfolio businesses. Finally, they have extensive experience in taking companies public, including Virgin Mobile (U.K.), Virgin Mobile U.S.A., Virgin Money U.K., Virgin Australia, Virgin America, AquaVenture Holdings, and Virgin Galactic (which merged with a SPAC, Social Capital Hedosophia Holdings, in October 2019).

The Virgin Group has a dedicated team of brand experts that bring experience and understanding of consumer behavior, brands, and marketing, and will work closely with our executives in evaluating companies during the acquisition process. They work with portfolio company management in bringing the brand to life in their companies across multiple dimensions including brand identity and strategy, customer experience, employee experience, product design, communications, and digital strategy. They are particularly hands-on with businesses that are in the process of rebranding to Virgin in order to realize the benefits that accrue to Virgin branded businesses. Such cases include the rebranding of Clydesdale Bank (“CYBG”) to Virgin Money U.K. after CYBG’s acquisition of Virgin Money to create the U.K.’s sixth largest bank, as well as the rebranding of NTL:Telewest, Britain’s largest cable operator at the time, into Virgin Media following a merger with Virgin Mobile (U.K.).

Institutionally the Virgin Group has deep relationships from its long history of partnering with a broad set of well-respected investors. In excess of $6 billion in third-party equity capital has been invested and committed alongside the Virgin Group into Virgin branded businesses by strategic and financial partners over the past decade. Examples of our successful investment partnerships include:

  • Strategics such as Delta Air Lines in Virgin Atlantic, CYBG in Virgin Money U.K., Stagecoach Group in Virgin Trains U.K., and Liberty Global in Virgin Media;
  • Private equity firms such as Bain Capital in Virgin Voyages, TPG Capital in Virgin Rail, CVC in Virgin Active, Cyrus Capital in Virgin America and Apax Partners in Virgin Radio;
  • Venture capital firms such as Insight Venture Partners in Virgin Pulse, as well as Andreessen Horowitz, Thrive Capital, GV, Index Ventures and others in investments in non-Virgin branded startups; and
  • Other prominent family offices and sovereign wealth funds such as Mubadala and ADIC among others in Virgin branded businesses such as Virgin Galactic, Virgin Orbit and Virgin Money U.K.

This track record demonstrates the Virgin Group’s value as a long-term partner and we are confident that our network will provide introductions to proprietary and differentiated investment opportunities. In addition to the group of investors, financial advisers, entrepreneurs, management teams and alumni that the Virgin Group has built through its 50 year track record of value creation, we believe that Sir Richard Branson’s public profile, broad personal network and global access puts us in a strong position to identify, evaluate and close a transaction that will deliver long-term shareholder value.

Our Management Team

Sir Richard Branson is the company’s founder. He is a global entrepreneur and prominent business leader. Having started Virgin as a mail order record retailer in 1970, Sir Richard founded Virgin Records, which went on to become the biggest independent music label in the world. He then embarked upon a series of entrepreneurial ventures that we know today as the Virgin Group. He maintains a daily blog on with more than 38 million followers across five social networks. Sir Richard has found entrepreneurial ways to provoke positive change in the world. He established the non-profit foundation Virgin Unite to tackle challenging social and environmental problems and strives to make business a force for good. Sir Richard was awarded a knighthood in 1999 for services to entrepreneurship.

Josh Bayliss will serve as our company’s Chief Executive Officer and as a member of our board of directors. Mr. Bayliss is Chief Executive Officer of the Virgin Group and is responsible for the Group’s strategic development, licensing of the brand globally and management of direct investments on behalf of the Virgin Group in various companies around the world. He has been with Virgin since 2005, previously serving as the Group’s General Counsel before taking on the CEO role in 2011. He has had extensive experience as a board director of a large number of companies across the Virgin Group globally, in sectors ranging from aviation & travel, health & wellness, media/mobile, financial services and renewable energy. He currently serves on the board of Virgin Red, Virgin’s group-wide loyalty program that is in development. Prior to joining Virgin, he was a senior associate at Slaughter and May, a leading international law firm.

Evan Lovell will serve as our company’s Chief Financial Officer and as a member of our board of directors. Mr. Lovell is Chief Investment Officer of the Virgin Group and is responsible for managing the Virgin Group’s investment team and portfolio in North America. Mr. Lovell serves on the boards of Virgin Hotels, Virgin Voyages, Virgin Galactic, Virgin Orbit and BMR Energy. He served on the board of Virgin America prior to its sale to Alaska Air Group, and on the board of AquaVenture Holdings (NYSE: WAAS). He is a founding partner of the Virgin Green Fund, a private equity fund focused on the renewable energy and resource efficiency sectors. Mr. Lovell is a seasoned private equity investor and operator having invested and participated in global private equity and M&A over the last 20 years. Prior to the Virgin Group, Mr. Lovell was an investment professional at TPG Capital and served on the board of directors of a number of TPG Capital portfolio companies.

Source : S-1 filing link.

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