Tailwind Two Acquisition announced plans to merge with Terran Orbital, which develops and operates small satellites and earth observation solutions.
If approved, Terran Orbital would list on the NYSE under 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 deal 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 Staton, Lockheed Martin and Fuel Venture Capital, as well as $75 million of additional financial commitments from Francisco Partners and Beach Point Capital.
Up to an additional $125 million in debt commitments from Francisco Partners and Lockheed Martin may be available subject to certain conditions.
A subsequent 8-K filing disclosed that Lockheed Martin and Beach Point Capital have agreed to exchange up to $25 million each of their senior secured notes outstanding issued by Terran Orbital or keep the notes as a debt rollover. Both further agree to support the business combination.
Existing Terran Orbital shareholders will roll 100% of their equity into the combined company. Read more.
