San Francisco – March 16, 2015 – Virgin America Inc. (“Virgin America”) (NASDAQ: VA), the California-based airline known for its upscale service and low fares, today announced that it has filed a registration statement with the U.S. Securities and Exchange commission for a proposed public secondary offering of 5,580,883 shares of its common stock, which includes 727,941 shares that may be purchased pursuant to the exercise of the underwriters’ option to purchase additional shares. The selling stockholders include Cyrus Aviation Holdings, LLC (“Cyrus”) and affiliates of Virgin Group Holdings Limited (the “Virgin Group”).
The selling stockholders are selling all of the shares of common stock in this offering. Virgin America will not receive any proceeds from the sale of the shares by the selling stockholders. The principal purposes of this offering are to facilitate an orderly distribution of shares for the selling stockholders and to increase Virgin America’s public float.
Prior to this offering, Cyrus and the Virgin Group collectively hold an aggregate of 17,399,966 shares of Virgin America voting common stock, or 48% of Virgin America’s voting common stock outstanding, and 56.2% of the total outstanding equity interests in Virgin America, as of December 31, 2014 (which includes 6,852,738 shares of non-voting common stock held by the Virgin Group). After giving effect to this offering (and assuming no exercise of the option to purchase additional shares) Cyrus and the Virgin Group could hold an aggregate of up to 16,178,106 shares of Virgin America voting common stock, or 40.5 % of Virgin America’s voting common stock outstanding and 45% of the total outstanding equity interests in Virgin America company (which includes certain shares of non-voting common stock held by the Virgin Group).
Barclays and Deutsche Bank Securities are acting as joint book-running managers for the offering. The co-managers will be Cowen and Company, Imperial Capital and Raymond James.
A registration statement relating to this proposed sale of securities has been filed with the U.S. Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the preliminary prospectus related to the offering may be obtained, when available, from Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by emailing: Barclaysprospectus@broadridge.com; or Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005, by telephone at (800) 503-4611, or by emailing: prospectus.CPDG@db.com.