Tailwind Two Acquisition Corp. Signs Definitive Agreement to Acquire Terran Orbital
New York, NY, October 28, 2021--Tailwind Two Acquisition Corp. (NYSE:TWNT) , a special purpose acquisition company (SPAC), and Terran Orbital Corporation, an operator of small satellites and provider of earth observation solutions, jointly announced today that they have entered into a definitive business combination agreement. Upon the closing of the transaction, the combined company will operate as Terran Orbital Corporation, with plans to list on the NYSE under the symbol LLAP. The pro forma total enterprise value of the combined companies is approximately US$ 1.58 billion. The transaction is expected to close in the first quarter of 2022.
The transaction is supported by gross proceeds of US$ 345 million from Tailwind Two’s cash-in-trust, US$ 50 million from a PIPE with participation from AE Industrial Partners, long-term Terran Orbital investor Beach Point Capital, Daniel Staton [1], Lockheed Martin and Fuel Venture Capital, as well as US$ 75 million of additional financial commitments from Francisco Partners and Beach Point Capital. In connection with the closing of the transaction, up to an additional US$ 125 million in debt commitments from Francisco Partners and Lockheed Martin may be available subject to certain conditions. Existing Terran Orbital shareholders will roll 100% of their equity into the combined company.
On September 27th, Terran Orbital announced plans to develop a US$ 300 million, 660,000 sq.ft. space manufacturing facility on the Space Coast of Florida. Upon completion, the newly constructed facility is expected to become one of the most advanced, largest vertically integrated satellite manufacturing facilities in the world, capable of producing over 1,000 satellites and space vehicles annually.
"Terran Orbital is the largest independently-owned manufacturer of small satellites in the United States, serving national interests and enabling our customers to leverage the strength of our platform and insights. With our high volume, innovative manufacturing of small satellites, we will be able to deliver emerging technologies to space faster, more affordably and with greater reliability than anyone. Fundamentally, we are creating the new SaaS, Satellites-as-a-Service," said Marc Bell, Co-Founder and CEO of Terran Orbital. "In addition, our industry-leading earth observation constellation will deliver images of any geography on earth, at any time of day or night, within minutes. This capability will unlock a high-growth, high-margin data-as-a-service business model that will be truly transformational for Terran Orbital, its customers and investors," he added.
"Terran Orbital offers an outstanding solution to address the increasing demand for cost-effective data that is only available from space," said Philip Krim, Chairman of Tailwind Two. "Tens of thousands of small satellites will be launched over the next decade, and Terran Orbital is ideally positioned to meet this demand, offering the most innovative, cost-effective small satellites that can meet the data demands for governments and corporations. Similarly, Terran Orbital’s own earth observation constellation will make the most technologically advanced data about our planet commercially available, which will unlock new markets for data and insights across industries," he added
"At Lockheed Martin, supporting our customers’ missions means not only delivering the most innovative products and services, but also collaborating with future-forward teams," said Rick Ambrose, Executive Vice President, Lockheed Martin Space. "We actively pursue working with organizations that are developing disruptive technologies and leveraging alternative business models. Our experience with Tyvak, which is part of Terran Orbital, has helped us expand our core capabilities to enable hybrid, networked architectures and we look forward to continuing to work together for the benefit of our customers." he added.
"Small satellites will play a critical role in the future of space infrastructure and exploration, as well as provide customers with real time data to make informed and actionable decisions," said Kirk Konert, Partner at AE Industrial Partners. "Terran Orbital is entering into commercial partnerships with BigBear.ai and Redwire to develop and enhance next generation artificial intelligence and space solutions offerings, which is why we ’re pleased to back the company and support its future growth."
Terran Orbital and and Tailwind Two’s boards of directors have unanimously approved the proposed business combination. Completion of the proposed business combination is subject to approval by Tailwind Two’s shareholders and the satisfaction or waiver of other customary closingconditions identified in the Agreement and Plan of Merger entered into by Terran Orbital and Tailwind Two.
Jefferies is serving as sole placement agent on the PIPE and exclusive capital markets advisor to Tailwind Two. Goldman Sachs is serving as financial advisor to Tailwind Two. Houlihan Lokey provided additional financial advice to Tailwind Two. Jefferies is serving as exclusive financial advisor and capital markets advisor to Terran Orbital. Kirkland & Ellis LLP is acting as legal counsel to Tailwind Two and Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to Terran Orbital.
