Tailwind Two Acquisition made several adjustments to its merger agreement with Terran Orbital ahead of next week’s shareholder vote. Terran manufactures satellites.
One of the changes involves the target’s agreement to eliminate the provision that its net debt not exceed $40 million at closing. The parties also agreed that Tailwind Two shareholder redemptions could not exceed 85% of shares outstanding in order to seal the deal, if approved.
Also, Terran Orbital’s forward purchase senior secured note agreement with Francisco Partners was increased to $154 million — up from $24 million — while deleting the condition to issuance of up to $100 million of delayed draw notes that were to be issued on the closing date of the merger.
As announced in October, the pro forma total enterprise value of the combined companies is approximately $1.58 billion.
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.
The SPAC’s shareholder vote is set for March 22. Read more.
