Sat, April 8, 2023
By Joey Roulette and Kevin Krolicki
(Reuters) -As the fortunes of Richard Branson's Virgin Orbit were crashing to Earth last month, a little-known investor called Matthew Brown appeared offering a $200 million rescue.
Within two days of being contacted by Brown, Virgin Orbit Chief Executive Dan Hart had secured board backing for a preliminary agreement with the 33-year-old Texas-based investor, according to related documents and email exchanges reviewed by Reuters and three people with knowledge of the discussions.
"We have had our board meeting this morning with agreement to move forward, so I now have the buy-in I need," Hart told Brown in a March 21 email seen by Reuters.
In a separate email to staff that day, Hart offered a hopeful note for Virgin Orbit's 750 workers, most of who had been furloughed to save cash when the company halted its business earlier in March. In the email, Hart said the Long Beach, California-based company would begin an "incremental resumption" of operations.
There would be no full resumption of operations.
The potential deal with Brown unraveled in less than a week with Virgin Orbit severing contact and threatening to take legal action against him if he revealed confidential details about the potential investment, according to the cease-and-desist letter reviewed by Reuters, and the three people, who declined to be named due to the sensitivity of the matter.
The previously unreported details of a deal that was never done provide a window into Virgin Orbit's failed scramble to avoid bankruptcy. The company, which had been worth $3.8 billion in late 2022 and counted the U.S. military among its biggest clients, filed for Chapter 11 this week.
Hart, a former Boeing veteran, did not respond to a request for comment on the talks with Brown. Virgin Group, which owns 75% of Virgin Orbit, also declined to comment for this article. The group is providing financing to Virgin Orbit as the satellite launch company seeks a buyer in bankruptcy.
The legal notice was in response to an interview Brown gave on CNBC on March 23 when he said he was in "final discussions" to close a $200 million investment in Virgin Orbit within 24 hours. The letter from a lawyer for the company said Brown had overstated the nature of talks and breached a non-disclosure agreement.
Virgin Orbit's cratering stock price bounced more than 60% on the day after Brown's CNBC appearance.
The TV interview followed a report from Reuters that said Brown was nearing a deal for a proposed investment in the company, citing the term sheet signed by Hart and Brown and the planned closing date of March 24.
When the company cut contact with Brown, on March 25, it had uncovered issues with Brown's credibility, the three people said. One said executives found evidence that contradicted details Brown had provided about his background.
In interviews with Reuters over the past week, Brown dismissed accusations he had misrepresented himself. He said Virgin Orbit had not provided information he had wanted before he was comfortable transferring the $200 million into an escrow account as agreed in the term sheet. Brown did not specify the information he had sought and Reuters was unable to independently verify his assertion.
"I absolutely, 100%, had the money," Brown added.
'LAYING LOW BELOW THE RADAR'
Reuters found apparent discrepancies in several key elements of assertions made by Brown on CNBC or on LinkedIn about the companies where he says he had worked, his investments and associates.
Brown told Reuters he had no shares in Virgin Orbit and had not profited from taking his bid public and the short-lived stock price jump that followed. The company's bankruptcy filing on Tuesday showed a "Matthew Brown" as holding 238 shares at the time of the filing. Those shares were worth $48 on Thursday.
Brown said the listed investor was a different Matthew Brown.
Reuters could not find corporate registrations for two companies where Brown said on LinkedIn he had been an adviser or partner: Hong Kong-based Hogshead Spouter and Hawaii-based Kona Private Capital.
Brown told Reuters he worked through offshore entities, without providing details. He said he did not know where Kona and Hogshead were registered.
In his CNBC interview, Brown said he had worked with OpenAI. An OpenAI spokesperson said it had never worked with him.
Asked about this, Brown told Reuters he structured deals to protect investor confidentiality with a preference for "laying low below the radar."
At the time of his Virgin Orbit approach, Brown's LinkedIn page included an endorsement from Dan McDermott, identified as a former colleague at Hogshead Spouter and as a former official with the Hong Kong Monetary Authority. The central bank said it had no record of having employed McDermott.
Contacted by LinkedIn, McDermott declined to answer questions about his background.
Brown said he had worked for Woods Family Office, a Houston-based private wealth firm, from 2008 to 2021, beginning at the age of 18 in the role of CEO managing $6 billion then as a senior adviser. The family office, whose website identifies Eric Woods as the principal, did not reply to a request for comment.
When queried about his firm via LinkedIn, Eric Woods said: "I have nothing to say and my family office doesn't either." He added: "While Matt is an adviser, we're not affiliated with Matt's purchase of Virgin, which I assume this is about."
Following a Reuters inquiry to LinkedIn about whether Woods' and McDermott's accounts were genuine, both accounts were taken down. LinkedIn declined to discuss the specific cases but said its policy was to remove accounts it found to be fraudulent.
Brown said he couldn't speak for the two men or address why their LinkedIn accounts had been suspended. He added Woods was "a great man and a very successful man" and "from what I remember of Dan, incredible human being."
'LOOSE CHANGE'
Brown told Reuters he was a producer on a 2009 documentary, "Loose Change", which suggested the 9/11 attacks were a conspiracy by the U.S. government.
Korey Rowe and Dylan Avery, partners in the project, said they gave Brown a producing credit when the film was released. Brown had given Avery a camera, Avery told Reuters. Both Rowe and Avery said Brown failed to pay thousands of dollars in recording studio costs that he had verbally promised, and they cut his credit on later versions of the film.
Brown said he provided a "reasonable" amount of funding and that his split with the two "came down to a difference in personalities."
Virgin Orbit filed for bankruptcy on Tuesday. It never recovered from a failed January mission that sent a payload of satellites into the ocean.
It was a juddering comedown for a company which British billionaire Branson split off from his space tourism firm Virgin Galactic in 2017 with hopes of challenging Elon Musk's SpaceX.
Virgin Group had provided secured loans to the company but no new equity as the unit's cash dwindled.
(Reporting by Joey Roulette in Washington and Kevin Krolicki in Singapore; Additional reporting by Ben Klayman in Detroit; Editing by Pravin Char)
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