UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): July 9, 2019
Social Capital Hedosophia Holdings Corp.
(Exact name of registrant as specified
in its charter)
Cayman Islands
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001-38202
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98-1366046
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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120 Hawthorne Avenue
Palo Alto, California
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94301
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(Address of principal executive offices)
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(Zip Code)
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(650) 521-9007
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K is
intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☑
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one Warrant to purchase one Class A ordinary share
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IPOA.U
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New York Stock Exchange
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Class A ordinary shares, $0.0001 par value per share
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IPOA
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New York Stock Exchange
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Warrants to purchase Class A ordinary shares
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IPOA.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2019, Social Capital Hedosophia
Holdings Corp., a Cayman Islands exempted company limited by shares (“
SCH
”), announced that it entered into
an Agreement and Plan of Merger (the “
Merger Agreement
”), by and among Vieco 10 Limited, a company limited by
shares under the laws of the British Virgin Islands (“
V10
”), Foundation Sub 1, Inc., a Delaware corporation
and a direct wholly owned subsidiary of SCH (“
Merger Sub A
”), Foundation Sub 2, Inc., a Delaware corporation
and a direct wholly owned subsidiary of SCH (“
Merger Sub B
”), Foundation Sub LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of SCH (“
Merger Sub LLC
” and collectively with Merger Sub A and
Merger Sub B, the “
Merger Subs
”), TSC Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of V10 (“
Company A
”), Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation and an
indirect wholly owned subsidiary of V10 (“
Company B
”), and VGH, LLC, a Delaware limited liability company and
a direct wholly owned subsidiary of V10 (“
Company LLC
” and collectively with Company A and Company B, the “
Companies
”
and together with V10, “
VG
”).
Pursuant to the Merger Agreement, and subject
to the approval of SCH’s shareholders, among other things: (i) prior to closing of the transactions contemplated by the Merger
Agreement (the “
Closing
”), V10 and certain of its subsidiaries (including the Companies) shall consummate the
restructuring transactions as contemplated by the Merger Agreement, pursuant to which Company A, Company B and Company LLC shall
become, in each case, direct wholly-owned subsidiaries of V10, (ii) prior to the Closing, SCH shall domesticate as a Delaware corporation
in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Law (2018
Revision) (the “
Domestication
”), (ii) at the Closing, upon the terms and subject to the conditions of the Merger
Agreement, (x) in accordance with the DGCL, Merger Sub A will merge with and into Company A, the separate corporate existence of
Merger Sub A will cease and Company A will be the surviving corporation and a wholly owned subsidiary of SCH (“
Corp Merger
A
”), Merger Sub B will merge with and into Company B, the separate corporate existence of Merger Sub B will cease and
Company B will be the surviving corporation and a wholly owned subsidiary of SCH (“
Corp Merger B
”) and (z) in
accordance with Section 18-209 of the Delaware Limited Liability Corporation Act, as amended, Merger Sub LLC will merge with and
into Company LLC, the separate company existence of Merger Sub LLC will cease and Company LLC will be the surviving company and
a wholly owned subsidiary of SCH (the “
LLC Merger
” together with Corp Merger A and Corp Merger B, the “
Mergers
”),
(iii) upon consummation of the Mergers, all of the equity interests of the Companies will be converted into the right to receive
the number of shares of common stock, par value $0.0001 per share, of SCH (after its Domestication as a corporation incorporated
in the State of Delaware) (the “
SCH Common Stock
”) equal to the quotient obtained by dividing (x) $1,300,000,000
by (y) $10.00 and (iv) upon the consummation of the Mergers, SCH shall immediately be renamed “Virgin Galactic Holdings,
Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement.
On July 9, 2019, SCH also announced entry
into a Purchase Agreement (the “
Purchase Agreement
”), in connection with the transactions contemplated by the
Merger Agreement, by and among SCH, Chamath Palihapitiya (the “
CP Holder
”) and V10, pursuant to which the CP
Holder has agreed to, concurrently with the consummation of the Mergers, (i) purchase a number of shares of newly issued SCH
Common Stock from SCH in exchange for cash to be retained by SCH, or (ii) at the option of V10, purchase a number of shares of
SCH Common Stock from V10, which will reduce the number of shares purchased directly from SCH pursuant to clause (i), in each case,
subject to the terms and conditions contemplated by the Purchase Agreement;
provided
that the aggregate number of shares
of SCH Common Stock to be purchased by the CP Holder pursuant to the Purchase Agreement will, in any event, be equal to 10,000,000,
and the price paid for such shares will be equal to $100,000,000.
On July 9, 2019, SCH also
announced entry into a Support Agreement (the “
Sponsor Support Agreement
”), by and among SCH, SCH Sponsor
Corp., a Cayman Islands exempted company and shareholder of SCH (the “
Sponsor
”), each officer and director
of SCH, V10, Company A, Company B and Company LLC, pursuant to which the Sponsor and each officer and director of SCH agreed
to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case,
subject to the terms and conditions contemplated by the Sponsor Support Agreement.
A copy of the Merger Agreement, Purchase
Agreement and Sponsor Support Agreement will be filed by amendment on Form 8-K/A to this Current Report within four business days
of the date hereof as Exhibit 2.1, Exhibit 10.1 and Exhibit 10.2, respectively, and the foregoing description of each of the Merger
Agreement, Purchase Agreement and Sponsor Support Agreement is qualified in its entirety by reference thereto.
Item 7.01 Regulation FD Disclosure.
On July 9. 2019, SCH and VG issued a joint
press release (the “
Press Release
”) announcing the execution of the Merger Agreement. The Press Release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated
herein by reference is the investor presentation dated July 9, 2019, for use by SCH in meetings with certain of its shareholders
as well as other persons with respect to SCH’s proposed transaction with VG, as described in this Current Report on Form
8-K.
The information in this Item 7.01, including
Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of SCH under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction
between VG and SCH. This Current Report on Form 8-K does not constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. SCH intends
to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), which will
include a document that serves as a prospectus and proxy statement of SCH, referred to as a proxy statement/prospectus. A proxy
statement/prospectus will be sent to all SCH shareholders. SCH also will file other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and security holders of SCH are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with
the SEC by SCH through the website maintained by the SEC at www.sec.gov.
The documents filed by SCH with the SEC also may be obtained
free of charge at SCH’s website at http://www.socialcapitalhedosophiaholdings.com/docs.html or upon written request to 120
Hawthorne Avenue Palo Alto, California 94301.
Participants in Solicitation
SCH and its respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from SCH’s shareholders in connection with the proposed transaction.
Information about SCH’s directors and executive officers and their ownership of SCH’s securities is set forth in SCH’s
Annual Report on Form 10-K filed with the SEC on March 18, 2019. To the extent that holdings of SCH’s securities have changed
since the amounts reported in SCH’s Annual Report, such changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements Legend
This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the federal securities laws with respect to the proposed transaction between VG and SCH, including
statements regarding the benefits of the transaction, the anticipated timing of the transaction and the products and markets and
expected performance of VG. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from
the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price of SCH’s securities, (ii) the risk that the transaction
may not be completed by SCH’s business combination deadline and the potential failure to obtain an extension of the business
combination deadline if sought by SCH, (iii) the failure to satisfy the conditions to the consummation of the transaction, including
the adoption of the Merger Agreement by the shareholders of SCH, the satisfaction of the minimum trust account amount following
redemptions by SCH’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack
of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency
of the transaction on VG’s business relationships, operating results, and business generally, (vii) risks that the proposed
transaction disrupts current plans and operations of VG, (viii) the outcome of any legal proceedings that may be instituted against
VG or against SCH related to the Merger Agreement or the proposed transaction, (ix) the ability to maintain the listing of SCH’s
securities on the New York Stock Exchange, (x) changes in the competitive and highly regulated industries in which VG plans to
operate, variations in operating performance across competitors, changes in laws and regulations affecting VG’s business
and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the risk of downturns
in the highly competitive and novel tourist spaceflight industry. The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of SCH’s
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, the registration statement on Form S-4 discussed above and other documents
filed by SCH from time to time with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and VG
and SCH assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither VG nor SCH gives any assurance that either VG or SCH will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Social Capital Hedosophia Holdings Corp.
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Date: July 9, 2019
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By:
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/s/ Chamath Palihapitiya
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Name:
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Chamath Palihapitiya
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Title:
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Chief Executive Officer
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