Just 5 years ago, Virgin Australia was grounded...
The pandemic wiped out travel. The nation’s second-largest airline collapsed into administration. US private equity firm Bain Capital stepped in to buy the airline for $3.5 billion.
Now, Virgin is back in the air.
With a $2.3 billion valuation, it’s the biggest IPO in 2025.
Here’s how Gilbert + Tobin brought Virgin back to market.
Saving Virgin
Gilbert + Tobin wasn’t always the go-to law firm for all things Virgin.
Back in 2019, Virgin Australia turned to Herbert Smith Freehills as its corporate advisor on a series of note issuances.
But it was Deloitte — Virgin’s Administrators — that called in Clayton Utz during the height of the COVID-19 pandemic in 2020.
The top-tier firm helped stitch together one of the most complex corporate rescues in Australia: a deal involving 10 separate deeds of company arrangements to transfer the business to Bain Capital, which had HSF on its side.
By June 2020, HSF and Clayton Utz were locked up in Clayton Utz’s Sydney office drafting the final terms of the sale. And on 26 June 2020, Virgin announced that Bain Capital was the new owner of the airline.
HSF and Clayton Utz were the taxiway that lifted Virgin from near collapse.
But it was G+T that secured the airline’s revival IPO mandate.
Securing the Mandate
Fast forward to 2023, Virgin Australia is finally back in the black — its first profit in over a decade.
Bain Capital was considering cashing in.
Bain and Virgin started shopping for an IPO team — a mandate worth $3.4 million in legal fees. And one name stood above the rest: Gilbert + Tobin.
The firm’s capital markets expert, Adam D’Andreti had recently powered several of Australia’s most significant floats:
Guzman y Gomez ($2.2 billion)
SiteMinder ($1.36 billion)
DigiCo REIT ($2.5 billion)
Then, there was Peter Cook, who brought the M&A credentials. With over 25 years’ experience, Cook had advised on the $39 billion Afterpay-Square deal, the largest public M&A transaction in Australian history.
Alongside D’Andreti and Cook, G+T’s team included Sean Meehan, Kevin Zhou, Lucy Hall, Hayden Rayen, Catherine Wei, Meng-Yeow Lim, Maree Casey, Kevin Olsen, Ben Bylykbashi, Muli Zhou and Laura Worrad and G+T partners Alastair Corrigall and Louise Klamka.
Bain Capital now had the expertise it needed to ready the prospectus and run pre-IPO due diligence.
But with volatile markets and jittery investors, the IPO plans were shelved.
Until the Qatar deal.
In late 2024, Bain Capital sold a 25% stake in Virgin to Qatar Airways for an undisclosed sum. The move brought “the missing piece to Virgin’s longer-term strategy”, said Virgin Aus CEO Jayne Hrdlicka.
It wasn’t just about cash, but credibility. It positioned Virgin to resume long-haul travel using Qatar’s aircraft, bolstering investor confidence.
Regulatory approvals followed, with the ACCC clearing the partnership in February 2025.
Behind that deal was the same legal team — G+T.
Competition partners Louise Klamka and special counsel Rebecca Dollison ran point on the ACCC clearance process.
Return to Market
With the market stabilising, Bain greenlit the IPO.
The transaction was more than your stock standard float - it required a carefully choreographed reorganisation.
Here are some key insights:
Bain Capital sold 30.2% of its stake via an institutional bookbuild, which raised $684 million at $2.90 a share. This priced the airline at an equity valuation of $2.3 billion. The move lets Bain partially cash out while keeping a majority stake, reassuring investors that it still has skin in the game.
Qatar Airways retained its 23% stake. Unlike typical cornerstone investors, Qatar came in early through a pre-IPO placement — a move that allowed Bain and Virgin to build market confidence before launching the float. King & Wood Mallesons acted for Qatar, working alongside G+T to navigate FIRB approval, which came with conditions for Australian representation on the Virgin board and the protection of consumer data.
Timing was everything. The IPO had originally been floated in 2023, but Bain waited out the turbulent markets. Their patience paid off. Virgin returned to profitability and investor appetite lifted. As G+T’s Peter Cook put it:
This transaction also reminds the market that an IPO exit route remains open for sponsors who can adapt and be flexible on timing, structure and price.
Virgin now trades under the ticker VGN.
For Virgin, it’s a full-circle comeback — from collapse to capital raising. And for G+T, it caps off a string of landmark IPOs, cementing its position at the top of Australia’s ECM game.