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Tailwind Two Acquisition Corp. Signs Definitive Agreement with Terran Orbital, the Global Leader in the Development and Innovation of Small Satellites, in a Transaction Valued at $1.58 Billion
Terran Orbital recently announced plans for a 660,000 sqft manufacturing facility located at the Space Florida’s Launch and Landing Facility. Read More Here
– $345 million cash-in-trust from Tailwind Two
NEW YORK and BOCA RATON, Fla., Oct. 28, 2021 /PRNewswire/ — Tailwind Two Acquisition Corp. (NYSE:TWNT) (“Tailwind Two”), a special purpose acquisition company, and Terran Orbital Corporation, the global leader and pioneer in the development, innovation and operation of small satellites and 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 (the “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 $1.58 billion. The transaction is expected to close in the first quarter of 2022.
The transaction is supported by gross proceeds of $345 million from Tailwind Two’s cash-in-trust, $50 million from a PIPE with participation from AE Industrial Partners, long-term Terran Orbital investor Beach Point Capital, Daniel Staton1, Lockheed Martin and Fuel Venture Capital, as well as $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 $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.
Terran Orbital is the pioneer and innovator of small satellites, with fully integrated operations, scale manufacturing and mission management capabilities. The company is the leading provider of small satellite solutions for military, intelligence community, civil and commercial customers. In addition, Terran Orbital is capitalizing on its fully integrated manufacturing capabilities to launch one of the most advanced earth observation constellation of small satellites, which will provide highly persistent, real-time earth imagery as a service, making earth observation data more abundant and accessible than ever before.
On September 27th, Terran Orbital announced plans to develop a $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.”
“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.”
“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.”
“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 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 closing conditions identified in the Agreement and Plan of Merger entered into by Terran Orbital and Tailwind Two.
Additional information about the proposed transaction will be provided in a Current Report on Form 8-K to be filed by Tailwind Two today with the Securities and Exchange Commission and available on http://www.sec.gov.
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.
Conference Call, Webcast and Presentation Information
Management of Terran Orbital and Tailwind Two will host an investor call on October 29, 2021 at 8:30am ET to discuss the proposed transaction. The investor call will include formal remarks from management and a video introduction to Terran Orbital.
Toll Free: 1-877-451-6152
Conference ID: 13724836
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization.
A replay of the webcast will be available through November 30, 2021
In addition, Tailwind Two will file an investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at http://www.sec.gov and at twnt.tailwindacquisition.com.
All materials can also be found at http://www.terranorbital.com.
About Tailwind Two Acquisition Corp
Tailwind Two is a blank check company “for founders, by founders” – formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more founder-led businesses in a sector being disrupted by technological change. Tailwind Two’s management team and directors have invested extensively in founder-run businesses, with notable success in the space industry. Tailwind Two is led by Chairman Philip Krim, and Co-Chief Executive Officers Chris Hollod and Matt Eby. In addition to the members of its management team and board of directors, Tailwind Two has assembled an Advisory Board that will help position Tailwind Two as the value-add partner of choice for today’s leading entrepreneurs.
About Terran Orbital
Terran Orbital Corporation is a leading vertically integrated provider of end-to-end satellite solutions. Terran Orbital combines satellite design, production, launch planning, mission operations, and in-orbit support to meet the needs of the most demanding military, civil and commercial customers. In addition, Terran Orbital is developing the world’s largest, most advanced NextGen Earth Observation constellation to provide persistent, real-time earth imagery.