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Babylon Again Delivers Significant Growth to Reach Over 440,000 Managed Lives Globally, After Signing New US Value-Based Care Agreements

– Babylon January 2022 revenue grows significantly to over $80m

– Babylon also increases full year 2022 revenue guidance to between $900m and $1 billion

– 88,000 new full value based care members added organically through the signing of new agreements

PALO ALTO, Calif.–(BUSINESS WIRE)–
Babylon (NYSE: BBLN) today announced that it expects its revenues in January 2022 to be over $80 million monthly, driven by the securing of US value-based care agreements which will deliver an estimated 88,000 organic new members, bringing global managed lives to over 440,000.

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As a result, the company is increasing full-year 2022 revenue guidance to be $900 million to $1 billion. This is an increase of up to 40% on previous revenue guidance of $710 million and represents approximately a tripling of the revenue expected for the 2021 fiscal year.

“Once again, Babylon continues to build strong momentum as support in our approach to re-engineer every touch point in the healthcare continuum increases amongst partners and members alike,” said Ali Parsa, Founder & CEO of Babylon. “While our continued growth may seem extraordinary in the healthcare universe, it is not unlike the levels of the many well-known disruptive digital innovators such as Amazon, Netflix, Tesla, or Airbnb, who also experienced similar growth in their `take-off’ years.

“As happened in those sectors, it is clear we are witnessing the dawn of a structural digital overhaul in healthcare. We believe that with each new member we serve, we are demonstrating that we not only have the ambition, determination and single-minded focus, but also the track record to benefit from this transformation and in return, deliver an excellent value proposition for our patients and partners.”

The Company also confirmed that revenue for the year ended December 31, 2021 is expected to meet its previously stated target of $321 million. This financial result is preliminary, unaudited and subject to change in connection with the completion of the Company’s financial closing process and the preparation of its audited financial statements for 2021.

*Slide taken from presentation at JP Morgan Conference 2022*

About Babylon

Babylon is one of the world’s fastest growing digital healthcare companies whose mission is to make high-quality healthcare accessible and affordable for every person on Earth.

Babylon is re-engineering how people engage with their care at every step of the healthcare continuum. By flipping the model from reactive sick care to proactive healthcare through the devices people already own, it offers 24 million people globally ongoing, always-on care. Babylon has already shown that in environments as diverse as the developed UK or developing Rwanda, urban New York or rural Missouri, for people of all ages, it is possible to achieve its mission by leveraging its highly scalable, digital-first platform combined with high quality, virtual clinical operations to provide integrated, personalized healthcare.

Founded in 2013, Babylon’s technology and clinical services is supporting a global patient network across 15 countries, with 15 languages available. And through a combination of its value-based care model, Babylon 360, and its work in primary care through NHS GP at Hand, Babylon will manage over 350k lives globally by 2022. In the first half of 2021 alone, Babylon helped a patient every 5 seconds, with approximately 1.7 million AI interactions and 1.3 million consultations. Importantly, this was achieved with more than a 95% user retention rate and 5 star rating from circa 90% of our users.

Babylon is already working with governments, health providers, employers and insurers across the globe in order to provide them with a new infrastructure that any partner can use to deliver high-quality healthcare with lower costs and better outcomes. For more information, please visit www.babylonhealth.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Babylon’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment and potential growth opportunities.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Babylon’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to our ability to recognize the anticipated benefits of the DayToDay and other acquisitions, which may be affected by, among other things, our ability to integrate operations, resources and systems, maintain relationships with customers and suppliers and retain management and key employees; our future financial and operating results; the growth of our business and organization; our failure to compete successfully; our dependence on our relationships with physician-owned entities to hold contracts and provide healthcare services; our ability to maintain and expand a network of qualified providers; our ability to attract new customers and expand member enrollment with existing clinical services and Babylon 360 customers; our ability to retain existing customers and existing customers’ willingness to license additional applications and services from us; a significant portion of our revenue comes from a limited number of customers; a portion of our revenue is subject to the achievement of performance metrics and healthcare cost savings and may not be representative of revenue for future periods; the significant risks associated with estimating the amount of revenue that we recognize under our value-based care agreements with health plans; the impact of COVID-19 or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide on our business; and the other risks and uncertainties identified in Babylon’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2021, as amended by any filings on Form F-1/A, and in other documents filed or to be filed by Babylon with the SEC and available at the SEC’s website at www.sec.gov.

Babylon cautions that the foregoing list of factors is not exclusive and cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, Babylon does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.

The publicly reported revenue and our calculation of compound annual growth rates of selected companies for specified periods has been presented in the attached presentation slide solely for illustrative purposes. The comparability of such selected companies to Babylon generally and with respect to revenue and compound annual growth rates may be limited due to numerous factors, including without limitation, differing industries, company businesses, competition, corporate transactional activities and general economic conditions applicable during the specified periods.

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Babylon surpassed $80m in recurring revenue in January 2022, resulting in increasing the company’s full year revenue expectations to up to $1bn, as presented at the JP Morgan Conference. (Photo: Business Wire)

PureTech Founded Entity Gelesis, the Maker of Plenity^® for Weight Management, Will Debut as a Publicly Traded Company Following the Closing of its Business Combination with Capstar

Proceeds from this transaction will be used to further support the national launch of Plenity

Gelesis will begin trading on the New York Stock Exchange as “GLS” on Friday, January 14, 2022 and will ring the opening bell on Tuesday, January 18

BOSTON–(BUSINESS WIRE)–PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the “Company”), a clinical-stage biotherapeutics company noted today that its Founded Entity, Gelesis, Inc. (“Gelesis”), the maker of Plenity^®, an FDA-cleared weight management approach, announced the completion of its business combination with Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) (“Capstar”). The publicly traded company will be known as Gelesis Holdings, Inc. and will begin trading on the New York Stock Exchange under the ticker symbol “GLS” on January 14, 2022.

Both Gelesis Inc. and Capstar shareholders voted to approve the business combination. The transaction generated approximately $105 million in gross proceeds, which will be mainly used to support the broad launch of Plenity.

“We are pleased with the completion of this transaction, which now makes Gelesis the third publicly-traded Founded Entity for PureTech,” said Eric Elenko, Chief Innovation and Strategy Officer at PureTech. “Our public Founded Entities – which include Gelesis, Karuna and Vor – represent an important component of our unique value-generating model for developing new medicines. We look forward to the success of Gelesis as a public company as they execute on the broad launch of Plenity^® across the United States.”

The full text of the announcement from Gelesis is as follows:

Gelesis^®, the Maker of Plenity^® for Weight Management, Will Debut as a Publicly Traded Company Following the Closing of its Business Combination with Capstar

Proceeds from this transaction will be used to further support the national launch of Plenity

Gelesis will begin trading on the New York Stock Exchange as “GLS” on Friday, January 14, 2022 and will ring the opening bell on Tuesday, January 18

BOSTON, MA & AUSTIN, TX, January 13, 2022 – Gelesis, the maker of Plenity^®, an FDA-cleared weight management approach, announced today the completion of its business combination with Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) (“Capstar”). The publicly traded company will be known as Gelesis Holdings, Inc. (“Gelesis” or “the Company”) and will commence trading on the New York Stock Exchange under the ticker symbol “GLS” on January 14, 2022.

Both Gelesis Inc. and Capstar shareholders voted to approve the business combination. The transaction generated approximately $105 million in gross proceeds, which will be mainly used to support the broad launch of Plenity.

“We have developed the science and support to help make a difference in the lives of millions of Americans who struggle with their weight, many of whom have never had a prescription option before,” said Yishai Zohar, founder and CEO of Gelesis. “The closing of this transaction allows us to accelerate our efforts to bring forward this innovative and FDA cleared solution to help people achieve their weight goals. Approximately 71 million Americans gained weight during the pandemic and 51% of all Americans wanted to lose weight this past year¹. We are proud to have taken Plenity from inception and to now be in the position to make it more broadly available for them. We look forward to executing on our plans and delivering value for our shareholders.”

Plenity is transforming weight management with a clinically proven approach inspired by raw vegetables. Plenity is designed to help people feel satisfied with smaller portions so they can eat less and lose weight, while enjoying foods they love as part of a reduced calorie diet. It is FDA-cleared to aid in weight management in adults with excess weight or obesity, as defined by a Body Mass Index (BMI) of 25 to 40 kg/m², when used in conjunction with diet and exercise. It is taken orally as three capsules with 16 ounces of water twice a day, 20 minutes before lunch and dinner. If a dose is missed, it can be taken with the meal or immediately after. Plenity is not a drug; it is non-systemic and not habit forming. Plenity instead uses a novel biomimetic approach inspired by the composition and mechanical properties of vegetables that makes adults feel fuller faster and longer with smaller portions. In clinical trials, 6 out of 10 adults had clinically meaningful weight loss (on average they lost 22 pounds) and the safety profile was similar to placebo.

Plenity is available by prescription via a free telehealth consultation, with unlimited follow-up visits as needed, or through a traditional healthcare provider experience. The pandemic continues to prove out the importance of convenient access to healthcare, and the Plenity experience—including both the digital model and the strong efficacy to safety profile—is built to address that. Visit MyPlenity.com to start an online consultation or talk to one’s own doctor about whether Plenity is right for you. A Plenity subscription costs $98 for a four-week supply ($1.75 per meal) and, if prescribed, the product arrives in two business days.

Important Safety Information about Plenity

• Patients who are pregnant or are allergic to cellulose, citric acid, sodium stearyl fumarate, gelatin, or titanium dioxide should not take Plenity.
• To avoid impact on the absorption of medications:
  • For all medications that should be taken with food, take them after starting a meal.
  • For all medications that should be taken without food (on an empty stomach), continue taking on an empty stomach or as recommended by your physician.
• The overall incidence of side effects with Plenity was no different than placebo. The most common side effects were diarrhea, distended abdomen, infrequent bowel movements, and flatulence.
• Contact a doctor right away if problems occur. If you have a severe allergic reaction, severe stomach pain, or severe diarrhea, stop using Plenity until you can speak to your doctor.

Rx Only. For the safe and proper use of Plenity or more information, talk to a healthcare professional, read the Patient Instructions for Use, or call 1-844-PLENITY.

Advisors

Citi served as exclusive financial advisor to Gelesis and Goodwin Procter LLP served as legal counsel to Gelesis. UBS Investment Bank served as exclusive financial and lead capital markets advisor to Capstar and Kramer Levin Naftalis & Frankel LLP served as its legal counsel. UBS Investment Bank and Citi served as private placement agents to Capstar with respect to the PIPE financing. Winston & Strawn LLP served as counsel to the placement agents. BTIG, LLC also served as a capital markets advisor to Capstar.

About Gelesis

Gelesis is a consumer-centered biotherapeutics company advancing a novel category of treatments for weight management and gut related chronic diseases. Our non-systemic superabsorbent hydrogels are the first and only made entirely from naturally derived building blocks, and they are inspired by the composition (i.e., water & cellulose) and mechanical properties (e.g., elasticity or firmness) of raw vegetables. They are conveniently administered in capsules to create a much larger volume of small, non-aggregating hydrogel pieces that become an integrated part of the meals, and act locally in the digestive system. Our portfolio includes Plenity^®, an FDA-cleared product to aid in weight management, as well as potential therapies in development for patients with Type 2 Diabetes, Non-alcoholic Fatty Liver Disease (NAFLD)/Non-alcoholic Steatohepatitis (NASH), and Functional Constipation. For more information, visit gelesis.com, or connect with us on Twitter @GelesisInc.

Forward-Looking Statements

Certain statements, estimates, targets and projections in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward looking. 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. Forward-looking statements include, but are not limited to, the competitive environment in which Gelesis operates, the expected future operating and financial performance and market opportunities of Gelesis and statements regarding Gelesis’ expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are 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 Gelesis and Capstar 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. Gelesis and Capstar give no assurance that any expectations set forth in this press release will be achieved. Various factors could cause actual future results, performance or events to differ materially from those described herein. Some of the factors that may impact future results and performance may include, without limitation: (i) the size, demand and growth potential of the markets for Plenity^®, Gelesis’ other product candidates and its ability to serve those markets; (ii) the degree of market acceptance and adoption of Gelesis’ products; (iii) Gelesis’ ability to develop innovative products and compete with other companies engaged in the weight loss industry; (iv) Gelesis’ ability to complete successfully the full commercial launch of Plenity^® and its growth plans, including new possible indications and the clinical data from ongoing and future studies about liver and other diseases; (v) failure to realize the anticipated benefits of the business combination, including as a result of a delay or difficulty in integrating the businesses of Capstar and Gelesis; (vi) the amount of redemption requests made by Capstar shareholders; (vii) the ability of Capstar or the combined company to issue equity or equity-linked securities or obtain debt financing in connection with the proposed business combination or in the future; (viii) the outcome of any legal proceedings that may be instituted against Capstar, Gelesis, the combined company or others following the announcement of the proposed business combination and any definitive agreements with respect thereto; (ix) the ability to meet stock exchange listing standards at or following the consummation of the proposed business combination; (x) the risk that the proposed business combination disrupts current plans and operations of Gelesis as a result of the announcement and consummation of the proposed business combination, and as a result of the post-transaction company being a publicly listed issuer; (xi) the regulatory pathway for Gelesis’ products and responses from regulators, including the FDA and similar regulators outside of the United States, (xii) the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain Gelesis’ management and key employees; (xiii) costs related to the proposed business combination, including costs associated with the post-transaction company being a publicly listed issuer; (xiv) changes in applicable laws or regulations; (xv) the possibility that Gelesis or the combined company may be adversely affected by other economic, business, regulatory and/or competitive factors; (xvi) Gelesis’ estimates of expenses and profitability; (xvii) ongoing regulatory requirements, (xviii) any competing products or technologies that may emerge, (xix) the volatility of the telehealth market in general, or insufficient patient demand; (xx) the ability of Gelesis to defend its intellectual property and satisfy regulatory requirements; (xxi) the impact of the COVID 19 pandemic on Gelesis’ business; (xxii) the limited operating history of Gelesis; and (xxiii) those factors discussed in Capstar’s final prospectus dated July 6, 2020, Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Registration Statement on Form S-4, in each case, under the heading “Risk Factors”, and other documents of Capstar filed, or to be filed, with the SEC, by Capstar. These filings address other important risks and uncertainties that could cause actual results and events to differ materially from those contained in the forward-looking statements.

About PureTech Health

PureTech is a clinical-stage biotherapeutics company dedicated to discovering, developing and commercializing highly differentiated medicines for devastating diseases, including inflammatory, fibrotic and immunological conditions, intractable cancers, lymphatic and gastrointestinal diseases and neurological and neuropsychological disorders, among others. The Company has created a broad and deep pipeline through the expertise of its experienced research and development team and its extensive network of scientists, clinicians and industry leaders. This pipeline, which is being advanced both internally and through PureTech’s Founded Entities, is comprised of 25 therapeutics and therapeutic candidates, including two that have received both U.S. FDA clearance and European marketing authorization, as of the date of PureTech’s most recently filed Half Year Report and corresponding Form 6-K. All of the underlying programs and platforms that resulted in this pipeline of therapeutic candidates were initially identified or discovered and then advanced by the PureTech team through key validation points based on the Company’s unique insights into the biology of the brain, immune and gut, or BIG, systems and the interface between those systems, referred to as the BIG Axis.

For more information, visit www.puretechhealth.com or connect with us on Twitter @puretechh.

Ownership Information

Following the closing of the business combination, PureTech holds 16,727,582 shares of Gelesis common stock, which is equal to approximately 23.2% of Gelesis’ outstanding common shares. PureTech also holds options and warrants to purchase additional shares and is eligible to receive additional earnout shares in accordance with the terms of the business combination agreement. PureTech is also eligible to receive certain payments from Gelesis under its license agreement, including sublicense payments and royalties on sales of certain products.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that are or may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation those statements that relate to the commencement of trading in Gelesis’ stock following the close of its merger with Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) or matters related thereto, the use of proceeds from the merger transaction, Gelesis’ plans with respect to the broad commercial launch of Plenity^®, the competitive environment in which Gelesis operates, and Gelesis’ and PureTech’s future prospects, development plans, and strategies. The forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results, performance and achievements to differ materially from current expectations, including, but not limited to, those risks, uncertainties and other important factors described under the caption “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC and in our other regulatory filings. These forward-looking statements are based on assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Each forward-looking statement speaks only as at the date of this press release. Except as required by law and regulatory requirements, we disclaim any obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

¹ Extrapolated from 246,324,983 Americans aged 18+ based on an online survey conducted Oct 26-Nov 3 by Kelton Global on behalf of Gelesis.

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Virgin Galactic Holdings, Inc. Prices $425 Million Convertible Senior Notes Offering

LAS CRUCES, N.M.–(BUSINESS WIRE)–
Virgin Galactic Holdings, Inc. (NYSE: SPCE) (“Virgin Galactic” or “the Company”) today announced the pricing of its offering of $425 million aggregate principal amount of 2.50% convertible senior notes due 2027 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The issuance and sale of the notes are scheduled to settle on January 19, 2022, subject to customary closing conditions. Virgin Galactic also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date when the notes are first issued, up to an additional $75 million principal amount of notes.

The notes will be senior, unsecured obligations of Virgin Galactic and will accrue interest at a rate of 2.50% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2022. The notes will mature on February 1, 2027, unless earlier repurchased, redeemed or converted. Prior to November 1, 2026, noteholders will have the right to convert their notes only upon the occurrence of certain events. On and after November 1, 2026, noteholders will have the right to convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Virgin Galactic will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, par value $0.0001 per share (the “common stock”), at its election, based on the conversion rate. The initial conversion rate is 78.1968 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $12.79 per share of common stock. The initial conversion price represents a premium of approximately 27.5% over the last reported sale price of $10.03 per share of Virgin Galactic’s common stock on January 13, 2022. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Virgin Galactic’s option at any time, and from time to time, on or after February 6, 2025 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Virgin Galactic’s common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as will be defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Virgin Galactic to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

Virgin Galactic estimates that the net proceeds from the offering will be approximately $413.7 million (or approximately $486.8 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Company intends to use approximately $52.3 million of the net proceeds to fund the cost of entering into the capped call transactions described below. Virgin Galactic intends to use the remainder of the net proceeds from the offering to fund working capital, general and administrative matters and capital expenditures to accelerate the development of its spacecraft fleet in order to facilitate high-volume commercial service. If the initial purchasers exercise their option to purchase additional notes, then Virgin Galactic intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.

In connection with the pricing of the notes, Virgin Galactic entered into privately negotiated capped call transactions with certain financial institutions, which included one or more of the initial purchasers or their affiliates (the “option counterparties”). The capped call transactions cover, subject to customary anti-dilution adjustments, the number of shares of Virgin Galactic’s common stock underlying the notes. If the initial purchasers exercise their option to purchase additional notes, Virgin Galactic expects to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions will initially be $20.06 per share, which represents a premium of 100% over the last reported sale price of Virgin Galactic’s common stock of $10.03 per share on January 13, 2022, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are expected generally to reduce the potential dilution to Virgin Galactic’s common stock upon any conversion of the notes and/or offset any potential cash payments Virgin Galactic is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes, up to a cap price. If, however, the market price per share of Virgin Galactic’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.

Virgin Galactic has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Virgin Galactic’s common stock and/or purchase shares of Virgin Galactic’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Virgin Galactic’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Virgin Galactic’s common stock and/or purchasing or selling Virgin Galactic’s common stock or other securities in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by Virgin Galactic on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by Virgin Galactic, in each case, if Virgin Galactic exercises the relevant election to terminate the corresponding portion of the capped call transactions). This activity could also cause or avoid an increase or decrease in the market price of Virgin Galactic’s common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of common stock, if any, and value of the consideration that noteholders will receive upon conversion of the notes.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Virgin Galactic

Virgin Galactic is an aerospace and space travel company, pioneering human spaceflight for private individuals and researchers with its advanced air and space vehicles. It is developing a spaceflight system designed to connect the world to the wonder and awe created by space travel and to offer customers a transformative experience.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions described above. Forward-looking statements represent Virgin Galactic’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Virgin Galactic’s business, including those described in periodic reports that Virgin Galactic files from time to time with the Securities and Exchange Commission. Virgin Galactic may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Virgin Galactic does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220113005991/en/

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Posted on January 14, 2022 1:03 am

Winners of the Tommy Hilfiger Fashion Frontier Challenge Recognized for Driving Social Innovation and Inclusivity in the Fashion Industry

Winners of the Tommy Hilfiger Fashion Frontier Challenge Recognized for Driving Social Innovation and Inclusivity in the Fashion Industry

The jury panel, which included changemaker Yara Shahidi and Mr. Tommy Hilfiger, awarded the €200,000 and mentorship prize package to Rwandese and Dutch startups to support their endeavor to reshape the fashion landscape.

AMSTERDAM–(BUSINESS WIRE)–
Tommy Hilfiger, which is owned by PVH Corp. [NYSE: PVH], is pleased to announce Lalaland and UZURI K&Y as winners of the third Tommy Hilfiger Fashion Frontier Challenge, a dedicated global program designed to find and support ideas that lead to a more inclusive fashion landscape. The program’s final virtual event took place on January 12th-13th, where the six finalists pitched their concepts to a prestigious jury panel. The winners will share a prize fund of €200,000 and receive a year-long mentorship with internal experts from Tommy Hilfiger and from INSEAD — one of the world’s leading and largest graduate business schools. They also secured a place in an INSEAD program that brings people, cultures, and ideas together to cultivate innovative leaders.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220113005825/en/

Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

More than 430 startups and scaleups from 22 countries submitted their ideas in January 2021 for this initiative, which echoes Tommy Hilfiger’s sustainability vision to Waste Nothing and Welcome All. This year’s program particularly strived to amplify and support Black, Indigenous and People of Color (BIPOC) entrepreneurs who are working to advance their communities, while fostering a more inclusive future for the fashion industry. For the first time, fans of the TOMMY HILFIGER brand were able to participate in the initial phases of the challenge, where they cast their digital vote to help narrow down the applications to identify the finalists. Alongside Tommy Hilfiger associates at the final event, they were also invited to vote for their favorite pitch to award an additional €15,000 to one of the finalists.

“This empowering challenge brought together passionate and hard-working individuals with fresh ideas on how to create a future of fashion we can all look forward to,” said Tommy Hilfiger. “It was an impressive final event, and I am proud to continue this journey with the entrepreneurs who presented groundbreaking and impactful solutions that challenge how we think, build, and create.”

Lalaland, a Netherlands-based platform that uses artificial intelligence to generate customized and inclusive synthetic models of different ethnicities, was awarded €100,000. “Creating technology that drives a more inclusive and diverse e-commerce platform is at the heart of our vision at Lalaland,” said Michael Musandu, co-founder, and CEO of Lalaland. “Being part of the Tommy Hilfiger Fashion Frontier Challenge brought incredible insights and will elevate our A.I. solution to reach more people than we could have imagined. Through donning this achievement, our team cannot wait to empower a welcoming online shopping experience, so no consumer feels under-represented.”

UZURI K&Y, a Rwandan-based eco-friendly shoe brand that uses recycled car tires from sub-Saharan Africa and employs local youth, was also awarded €100,000. “We are honored to be named a winner of the Tommy Hilfiger Fashion Frontier Challenge,” said Kevine Kagirimpundu, co-founder, and CEO of UZURI K&Y. “This opportunity has provided mentorship, strategic guidance, and given us a platform to share our dream of bringing sustainable footwear options from Africa to the global market. We are dedicated to drive real impact and inspire the youth of today to craft a cleaner future.”

Clothes to Good, a South African-based social enterprise that creates micro-business opportunities and jobs for people with disabilities through textile recycling, was awarded €15,000. “We feel blessed to be recognized by the Tommy Hilfiger Fashion Frontier Challenge viewers, it’s an experience we will never forget,” said Tammy Greyling, Operations Director and Occupational Therapist at Clothes to Good. “It’s humbling to know others believe in our dream to really make a difference for people with disabilities and their families. Receiving this award will empower Clothes to Good to continue creating micro-business and job opportunities through textile recycling from the South African community.”

The jurors who oversaw the Tommy Hilfiger Fashion Frontier Challenge final event included:

• Mr. Tommy Hilfiger
• Martijn Hagman, CEO, Tommy Hilfiger Global and PVH Europe
• Yara Shahidi, award-winning actress, producer, and change agent
• Esther Verburg, EVP, Sustainable Business and Innovation, Tommy Hilfiger Global and PVH Europe
• Adrian Johnson, Entrepreneur, Adjunct Professor of Entrepreneurship, Technology and Media at INSEAD
• Katrin Ley, Managing Director of Fashion for Good and Founding Curator of the Amsterdam Global Shapers Hub
• Yvonne Bajela, founding member and principal at investment firm Impact X Capital

Applications for the fourth installment of the Tommy Hilfiger Fashion Frontier Challenge will open in March 2022. Entrepreneurs who are interested in receiving more information are invited to register here: https://platform.younoodle.com/competition/thffc_2022.

Tommy Hilfiger’s mission is to become a leading sustainable designer lifestyle company that Wastes Nothing and Welcomes All, through how it creates its product, manages its operations and connects with its communities and stakeholders. More information about Tommy Hilfiger’s sustainability journey, which is powered by PVH’s Forward Fashion strategy, can be found on https://responsibility.pvh.com/tommy/.

More information about the Tommy Hilfiger Fashion Frontier Challenge is available here: https://responsibility.pvh.com/tommy/fashion-frontier-challenge/.

Friends and followers of the brand are invited to join the conversation on social media using #TommyHilfiger and @TommyHilfiger.

About Tommy Hilfiger

With a brand portfolio that includes TOMMY HILFIGER and TOMMY JEANS, Tommy Hilfiger is one of the world’s most recognized premium designer lifestyle groups. Its focus is designing and marketing high-quality men’s tailored clothing and sportswear, women’s collection apparel and sportswear, kidswear, denim collections, underwear (including robes, sleepwear and loungewear), footwear and accessories. Through select licensees, Tommy Hilfiger offers complementary lifestyle products such as eyewear, watches, fragrance, swimwear, socks, small leather goods, home goods and luggage. The TOMMY JEANS product line consists of jeanswear and footwear for men and women, accessories, and fragrance. Merchandise under the TOMMY HILFIGER and TOMMY JEANS brands is available to consumers worldwide through an extensive network of TOMMY HILFIGER and TOMMY JEANS retail stores, leading specialty and department stores, select online retailers, and at tommy.com.

About PVH Corp.

PVH is one of the world’s largest and most admired fashion companies, connecting with consumers in over 40 countries. Our global iconic brands include  Calvin Klein and  TOMMY HILFIGER. Our 140-year history is built on the strength of our brands, our team and our commitment to drive fashion forward for good. That’s the Power of Us. That’s the Power of PVH.

Follow us on Facebook, Instagram, Twitter and LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220113005825/en/

Tommy Hilfiger Media

Virginia Ritchie

Vice President, Global Communications

E-mail: [email protected]

Tel: +31 6 4318 4870

KEYWORDS: Netherlands Europe

INDUSTRY KEYWORDS: Philanthropy Online Retail Fashion Luxury Fund Raising Foundation Retail Department Stores

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

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Tommy Hilfiger Fashion Frontier Challenge (Photo: Business Wire)

Spirit Realty Capital, Inc. Announces Pricing of an Upsized Public Offering of 8,200,000 Shares of Common Stock

DALLAS–(BUSINESS WIRE)–
Spirit Realty Capital, Inc. (NYSE: SRC) (“Spirit” or the “Company”), a premier net lease real estate investment trust (“REIT”) that invests in single-tenant, operationally essential real estate, today announced that it has priced an underwritten public offering of 8,200,000 shares of its common stock, all of which are being offered in connection with the forward sale agreement described below, at a public offering price of $47.60 per share.

Morgan Stanley and BofA Securities are acting as the joint lead book-running managers for the offering. J.P. Morgan, Mizuho Securities, RBC Capital Markets, Stifel and Truist Securities are also book-running managers for the offering and BTIG, Capital One Securities, Fifth Third Securities, Regions Securities LLC, Scotiabank, Ramirez & Co., Inc., Berenberg, Janney Montgomery Scott, Ladenburg Thalmann and Wolfe Capital Markets and Advisory are co-managers for the offering. In connection with the offering of shares of common stock, the Company entered into a forward sale agreement with Morgan Stanley and BofA Securities (or affiliates thereof) (which the Company refers to as the “forward purchasers”), with respect to 8,200,000 shares of the Company’s common stock.

The underwriters of the offering also have been granted a 30-day option to purchase up to 1,230,000 additional shares of the Company’s common stock. If the option to purchase additional shares of the Company’s common stock is exercised, the Company expects to enter into one or more additional forward sale agreements with the forward purchasers in respect of the number of shares of the Company’s common stock that are subject to exercise of the option to purchase additional shares.

In connection with the forward sale agreements and any additional forward sale agreements, the forward purchasers (or their affiliates) are expected to borrow from third parties and sell to the underwriters an aggregate of 8,200,000 shares of the Company’s common stock (or an aggregate of 9,430,000 shares of the Company’s common stock if the underwriters exercise their option to purchase additional shares in full). However, a forward purchaser (or its affiliate) is not required to borrow such shares if, after using commercially reasonable efforts, it is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified conditions have not been satisfied. If such forward purchaser (or its affiliate) does not deliver and sell all of the shares of the Company’s common stock to be sold by it to the underwriters, the Company will issue and sell to the underwriters a number of shares of its common stock equal to the number of shares that such forward purchaser (or its affiliates) do not deliver and sell, and the number of shares underlying the relevant forward sale agreement or such additional forward sale agreement will be decreased by the number of shares that the Company issues and sells.

Pursuant to the terms of the forward sale agreements and any additional forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreements or any additional forward sale agreements up to an aggregate of 8,200,000 shares of common stock (or an aggregate of up to 9,430,000 shares of common stock if the underwriters exercise their option to purchase additional shares in full) to the forward purchasers. The Company expects to physically settle the forward sale agreements and any additional forward sale agreements in full on one or more dates no later than 18 months from the date of the prospectus.

The Company will not initially receive any proceeds from the sale of shares of its common stock by the forward purchasers. The Company intends to contribute any cash proceeds that it receives upon settlement of the forward sale agreements and any additional forward sale agreements to its operating partnership, which intends to use such proceeds to fund potential property acquisitions and for general corporate purposes, which may include repaying or repurchasing indebtedness (including amounts outstanding from time to time under its revolving credit facility), working capital and capital expenditures.

All of the shares of common stock will be offered under the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website. When available, a copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, or by email at [email protected]; or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease REIT that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term leases.

As of September 30, 2021, Spirit’s diverse portfolio consisted of 1,915 owned properties across 48 states, with an aggregate leasable area of 46.7 million square feet within retail, industrial and other assets. Spirit’s properties were leased to 312 tenants operating in over 35 industries.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements can be identified by the use of words and phrases such as “preliminary,” “expect,” “plan,” “will,” “estimate,” “project,” “intend,” “believe,” “guidance,” “approximately,” “anticipate,” “may,” “should,” “seek,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate to historical matters but are meant to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. These forward-looking statements are subject to known and unknown risks and uncertainties that you should not rely on as predictions of future events. Forward-looking statements depend on assumptions, data and/or methods which may be incorrect or imprecise, and Spirit may not be able to realize them. Spirit does not guarantee that the events described will happen as described (or that they will happen at all). The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: industry and economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the Consumer Price Index; Spirit’s success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the financial performance of Spirit’s retail tenants and the demand for retail space, particularly with respect to challenges being experienced by general merchandise retailers; Spirit’s ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit’s costs of borrowing as a result of changes in interest rates and other factors; Spirit’s ability to access debt and equity capital markets; Spirit’s ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit’s ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit’s ability to manage its expanded operations; Spirit’s ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the impact on Spirit’s business and those of its tenants from epidemics, pandemics or other outbreaks of illness, disease or virus (such as the strain of coronavirus known as COVID-19); and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters discussed in Spirit’s most recent filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements which are based on information that was available, and speak only, as of the date on which they were made. While forward-looking statements reflect Spirit’s good faith beliefs, they are not guarantees of future performance. Spirit expressly disclaims any responsibility to update or revise forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220113005984/en/

Investor Contact:

Pierre Revol

(972) 476-1403

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Other Construction & Property Commercial Building & Real Estate Construction & Property REIT

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