Tailwind Two Acquisition Corp. (NYSE: TWNT) has 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."
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.
