VIRGIN AMERICA INC. (NASDAQ:VA) Files An 8-K Termination of a Material Definitive Agreement
Item1.02
|
Termination of a Material Definitive Agreement. |
The disclosures under the Introductory Note are incorporated
herein by reference.
As previously disclosed, the Company entered into a Note Purchase
Agreement, dated as of November19, 2014, by and between Virgin
Management Limited, a limited liability company organized under
the laws of England and Wales (the Virgin Group) and the
Company (the Note Purchase Agreement), to which the
Company issued to Virgin Group a $50.0million promissory note
bearing interest at a rate of 5.0% per annum, compounded annually
(the Post-IPO Note). In connection with the Merger, all
outstanding amounts under the Post-IPO Note will be paid in full
and all commitments and obligations under the Note Purchase
Agreement will be terminated and released and will become null
and void.
The description of the Note Purchase Agreement and the Post-IPO
Note in this Current Report on Form 8-K does not purport to be
complete and is subject, and qualified in its entirety by
reference, to the full text of the Note Purchase Agreement and
the form of Post-IPO Note, which are attached as Exhibit 99.3 to
the Companys Current Report on Form 8-K filed with the SEC on
November19, 2014 and incorporated herein by reference.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
The disclosures under the Introductory Note are incorporated
herein by reference.
At the effective time of the Merger (the Effective Time),
each share of Virgin America voting common stock, par value $0.01
per share (the Voting Common Stock), and Virgin America
non-voting common stock, par value $0.01 per share (the
Non-Voting
Common Stock and, together with the Voting
Common Stock, the Virgin America Common Stock, and shares
of Virgin America Common Stock are hereinafter referred to as the
Shares) issued and outstanding immediately prior to the
Effective Time (other than Shares held by Virgin America, or
Alaska or its subsidiaries, including Merger Sub) was converted
into the right to receive $57.00 in cash, without interest (the
Merger Consideration).
Immediately prior
to the Effective Time, (i)each unexpired and unexercised option
to purchase Shares (each, an Option), whether or not then
exercisable or vested, vested and was canceled and, in exchange
therefor, each holder of any such Option became entitled to
receive an amount in cash equal to the product of (A)the total
number of Shares subject to such Option and (B)the excess, if
any, of the Merger Consideration over the exercise price per
Share of such Option; (ii)each outstanding award of Virgin
America restricted stock units vested, became free of any
restrictions and was canceled in exchange for the right to
receive a cash payment equal to the Merger Consideration for each
unit subject to the award; and (iii)each outstanding award of
Virgin America Common Stock that was subject to restrictions
based on performance or continuing service (each, an RSA)
vested (treating for this purpose any performance-based vesting
condition to which such RSA is subject as having been attained at
maximum level), became free of any restrictions and was converted
into the right to receive payment of the Merger Consideration. In
each case, such payments were made without interest and subject
to deduction for any required tax withholdings.
The aggregate
consideration paid to stockholders and other equity holders of
Virgin America by Alaska to acquire Virgin America was
approximately $2.6billion, without giving effect to related
transaction fees and expenses.
The foregoing
description of the Merger and the Merger Agreement is not
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Merger Agreement, which was
filed as Exhibit 2.1 to Virgin Americas Current Report on Form8-K
filed with the SEC on April4, 2016, and is incorporated herein by
reference.
| Item3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Prior to the
Merger, the Shares were registered to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act) and listed on The NASDAQ Global Select Market
(NASDAQ) under the symbol VA. Trading of the Shares on
NASDAQ was halted before the opening of trading on December14,
2016 and will be suspended before the opening of trading on
December15, 2016. Virgin America has requested that NASDAQ file a
Form 25 with the SEC to withdraw the Shares from listing and
terminate the registration of the Shares under Section 12(b) of
the Exchange Act. Virgin America also intends to file a Form 15
with the SEC to terminate the registration of the Shares under
the Exchange Act and suspend its reporting obligations under
Section 15(d) of the Exchange Act.
The information
set forth in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.01.
| Item3.03 |
Material Modification to the Rights of Security Holders. |
The information
set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current
Report on Form 8-K is incorporated by reference into this Item
3.03.
| Item5.01 | Changes in Control of Registrant. |
The information
set forth in the Introductory Note and Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item
5.01.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with
the Merger, on December14, 2016, each member of Virgin Americas
board of directors tendered their respective resignations from
the board of directors of Virgin America and any committee
thereof, with such resignations effective as of the Effective
Time. In addition, in connection with the Merger, on December14,
2016, the following individuals resigned as officers of Virgin
America, effective as of the Effective Time: C. David Cush, E.
Frances Fiorillo, Steve A. Forte and John J. Varley. Peter D.
Hunt and John A. MacLeod remained as officers of Virgin
America.
In connection with
the Merger, on December14, 2016, Bradley D. Tilden was appointed
as the sole member of Virgin Americas board of directors,
effective as of the Effective Time, and the following individuals
were appointed as the officers of Virgin America, effective as of
the Effective Time:
|
Name |
Position |
|
|
Benito Minicucci |
Chief Executive Officer |
|
|
Peter D. Hunt |
President and Chief Operating Officer |
|
|
Brandon S. Pedersen |
Chief Financial Officer |
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with
the Merger, on December14, 2016, Virgin America amended and
restated its certificate of incorporation and its bylaws. The new
certificate of incorporation and the new bylaws of Virgin America
are attached hereto as Exhibits 3.1 and 3.2, respectively, and
are incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Virgin America Inc. |
|
| 3.2 | Amended and Restated Bylaws of Virgin America Inc. |
About VIRGIN AMERICA INC. (NASDAQ:VA)
Virgin America Inc. is an airline that provides scheduled air travel in the United States and Mexico. The Company operates in air transportation service segment. The Company operates from Los Angeles and San Francisco with a presence at Dallas Love Field (DAL) to other destinations in North America. The Company provides service to over 20 airports in the United States and Mexico with a fleet of over 60 narrow-body aircraft. It offers three levels of service: First Class, Main Cabin Select and Main Cabin. The Company’s First Class level of service includes eight-seat cabin with an inflight teammate to provide service. Its Main Cabin Select includes approximately 40 inches of pitch for leg room. The Company’s Main Cabin includes approximately 30 inches of pitch and individual Red inflight entertainment system at every seatback. The Company maintains a guest loyalty program called the Elevate frequent flyer program. VIRGIN AMERICA INC. (NASDAQ:VA) Recent Trading Information
VIRGIN AMERICA INC. (NASDAQ:VA) closed its last trading session 00.00 at 56.97 with 417,689 shares trading hands.
