Terran Orbital Acquired by Tailwind Two SPAC
Tailwind Two Acquisition Corp., a special purpose acquisition company (SPAC), and Terran Orbital Corporation have entered into a definitive business combination agreement. Upon the closing of the transaction, the combined 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.
"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."
Marc Bell, Co-Founder and CEO of Terran Orbital.
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 operates in the small satellite sector, with fully integrated operations, scale manufacturing and mission management capabilities. The company provides small satellite solutions for military, intelligence community, civil and commercial customers. In addition, the company is capitalizing on its fully integrated manufacturing capabilities to launch one of the most advanced earth observation constellations of small satellites, which will provide highly persistent, real-time earth imagery as a service, making earth observation data more abundant and accessible.
On September 27th, the company announced plans to develop a $300 million, 660,000 sq.ft. space manufacturing facility on Florida's Space Coast. Upon completion, the newly constructed facility is expected to be 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."
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.
(Source: Tailwind Two news release. Image from file)