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Satellite Maker Terran Orbital to Go Public via Tailwind Two SPAC Merger; Marc Bell, Rick Ambrose Quoted

Terran Orbital has agreed to merge with special purpose acquisition company Tailwind Two Acquisition (NYSE: TWNT) in a transaction that would take the Boca Raton, Florida-based small satellite manufacturer public and bring its enterprise value to approximately $1.58 billion.

The boards of directors of Terran Orbital and Tailwind Two have approved the merger deal that is expected to conclude in the first quarter of 2022, according to a joint statement released Thursday.

Terran Orbital will list shares on the New York Stock Exchange under the ticker symbol “LLAP” upon the deal’s completion, subject to the approval by Tailwind Two stockholders and other customary closing conditions.

Tailwind Two is offering $345 million in cash-in-trust to support the transaction, which is backed by a $50 million private investment in public equity. Francisco Partners and Beach Point Capital will also provide additional financial commitments worth $75 million.

PIPE participants include Lockheed Martin (NYSE: LMT), AE Industrial Partners, Beach Point Capital, Daniel Staton and Fuel Venture Capital. Lockheed and Francisco Partners have also made debt commitments of up to $125 million, subject to certain conditions.

Terran Orbital provides small satellites for intelligence community, military, civil and commercial clients and plans to launch a small satellite constellation to provide Earth imagery as a service. In September, the company announced plans to build a $300 million facility in Florida that is anticipated to produce more than 1,000 satellites and space vehicles per year.

Marc Bell, co-founder and CEO of Terran Orbital, said the company is developing satellites-as-a-service and Earth observation satellite constellation that could help “unlock a high-growth, high-margin data-as-a-service business model.”

Rick Ambrose, executive vice president of Lockheed’s space business and a six-time Wash100 Award winner, said the company is working with organizations that are creating disruptive technologies and implementing alternative business models.

“Our experience with Tyvak, which is part of Terran Orbital, has helped us expand our core capabilities to enable hybrid, networked architectures and we look forward to continuing to work together for the benefit of our customers,” Ambrose added.

Goldman Sachs and Kirkland & Ellis are serving as financial adviser and legal counsel, respectively, to Tailwind Two. Jefferies is Tailwind Two’s exclusive capital markets adviser. Houlihan Lokey offered additional financial advice to the blank check company.

Jefferies serves as exclusive financial adviser and capital markets adviser to Terran Orbital, while Akin Gump Strauss Hauer & Feld acts as legal counsel to the satellite maker.

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