Terran Orbital to begin trading on the New York
Stock Exchange on March 28, 2022 under ticker symbols LLAP and LLAP
WS
Tailwind Two Acquisition Corp. (NYSE: TWNT) (“Tailwind Two”),
today announced the completion of its business combination with
Terran Orbital Corporation (“Terran Orbital”), a leading small
satellite manufacturer primarily serving the United States
aerospace and defense industry.
In connection with the completion of the business combination,
Tailwind Two has been renamed Terran Orbital Corporation (the
“Company”) and its common stock and warrants are expected to
commence trading on the New York Stock Exchange on March 28, 2022
under the ticker symbols “LLAP” and “LLAP WS,” respectively.
“We are pleased to have completed our business combination with
Terran Orbital as they bring their market leading, innovative small
satellites and earth observation solutions to scale,” said Phillip
Krim, Chairman of Tailwind Two. “Marc Bell and his team have a
significant technological moat, supported by expected build rates
of over 1,000 satellites and space vehicles annually as data
demands from governments and corporations accelerate over the next
decade. We look forward to continuing to work with the entire
Terran Orbital team in the years ahead.”
“We are well-positioned to accelerate our growth strategy as a
result of this business combination,” said Marc Bell, Co-Founder,
Chairman and CEO of Terran Orbital. “The capital raised through
this transaction along with our new access to the public markets
will enable us to continue to expand upon our manufacturing
capabilities and launch one of the most advanced earth observation
constellations of small satellites on the planet.”
Transaction Overview
As a result of this transaction, the Company received
approximately $255.4 million of gross proceeds, comprised of $80.2
million of gross equity proceeds from Tailwind Two’s cash-in-trust
($29.4 million) and a private placement (“PIPE”) of ordinary shares
($50.8 million) with participation from AE Industrial Partners,
long-term Terran Orbital investor Beach Point Capital, Daniel
Staton, Lockheed Martin and Fuel Venture Capital, and $175.3
million of gross debt financings provided by Francisco Partners,
Beach Point Capital and Lockheed Martin, including in each case
debt capital advances funded on November 24, 2021 and March 9,
2022. In connection with the closing of the transaction, and
assuming all transactions closed on December 31, 2021, the Company
would have started the year 2022 with $100.8 million of cash on
hand, a debt balance of approximately $175.6 million and issued and
outstanding shares of common stock of 137,295,455 (and 154,778,461
including “in-the-money” vested and unvested RSUs and Options,
assuming a $10.00 stock price). Existing Terran Orbital
shareholders rolled 100% of their equity into the combined company
and retained 82.1% of the outstanding common stock (and 84.1%
including the “in-the-money” RSUs and options). Prior to closing of
this transaction, the maximum redemption condition previously
disclosed on March 15, 2022 as a condition to the closing of the
merger and the funding provided by Francisco Partners was waived by
the respective parties. In addition, a third-party holder of
Tailwind Two shares agreed to reverse its redemption of
approximately one million shares in consideration for certain cash
payments from the sponsor of Tailwind Two.
Advisors
Jefferies served as sole placement agent on the PIPE and
exclusive capital markets advisor to Tailwind Two. Goldman Sachs
served as financial advisor to Tailwind Two. Houlihan Lokey
provided additional financial advice to Tailwind Two. Jefferies
served as exclusive financial advisor and capital markets advisor
to Terran Orbital. Kirkland & Ellis LLP acted as legal counsel
to Tailwind Two and Akin Gump Strauss Hauer & Feld LLP acted as
legal counsel to Terran Orbital.
About Tailwind Two Acquisition Corp.
Prior to the completion of the business combination, Tailwind
Two was 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 was led by Chairman Philip Krim, and Co-Chief
Executive Officers Chris Hollod and Matt Eby.
About Terran Orbital
Terran Orbital Corporation (“Terran Orbital”), a leading
satellite manufacturer of small satellites primarily serving the
United States aerospace and defense industry. Terran Orbital
provides end-to-end satellite solutions by combining 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.
Learn more at www.terranorbital.com
Special Note Regarding Forward-Looking Statements
This press release includes certain forward-looking statements,
estimates, and projections provided by Terran Orbital that reflect
management's views regarding the anticipated future financial and
operating performance of Terran Orbital. Forward-looking statements
are statements that are not historical, including statements
regarding operational and financial plans, terms and performance of
Terran Orbital and other projections or predictions of the future.
Forward looking statements are typically identified by such words
as "project," "believe," "expect," "anticipate," "intend,"
"estimate," "may," "will," "should," and "could" and similar
expressions. Such statements, estimates, and projections reflect
numerous assumptions concerning anticipated results.
Forward-looking statements in this press release may include, for
example; statements about Terran Orbital's industry and market
sizes; future opportunities; expectations and projections
concerning future financial and operational performance and results
of Terran Orbital, and those factors set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements; Market Ranking and Other Industry Data"
in the Proxy Statement/Prospectus. As these assumptions may or may
not prove to be correct and there are numerous factors which will
affect Terran Orbital's actual results (many of which are beyond
Terran Orbital's control), there can be no assurances that any
projected results are attainable or will be realized. Terran
Orbital and Tailwind Two disclaim any intention or obligation to
update or revise any forward-looking statements whether as a result
of new information, future events, or otherwise, except as required
by law. Terran Orbital's actual results may differ materially from
those set forth in this press release. Accordingly, no
representations are made as to the accuracy, reasonableness or
completeness of such statements, estimates, or projections.
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version on businesswire.com: https://www.businesswire.com/news/home/20220325005496/en/
Sara Zick, tailwind@moxiegrouppr.com
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