Tailwind Two Acquisition Corp., a special purpose acquisition company, and Terran Orbital Corporation, the global leader and pioneer in the development, innovation and operation of small satellites and Earth observation solutions, has jointly announced that they have entered into a definitive business combination agreement. Upon the closing of the transaction, the combined company will operate as Terran Orbital Corporation. The pro forma total enterprise value of the combined companies is approximately US$1.58 billion. The transaction is expected to close in the first quarter of 2022.
The transaction is supported by gross proceeds of US$345 million from Tailwind Two’s cash-in-trust, US$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 US$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 US$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 percent of their equity into the combined company.
Terran Orbital is the pioneer and innovator of small satellites, with fully integrated operations, scale manufacturing and mission management capabilities. The company is the leading provider of small satellite solutions for military, intelligence community, civil and commercial customers. In addition, Terran Orbital is capitalizing on its fully integrated manufacturing capabilities to launch one of the most advanced Earth observation constellation of small satellites, which will provide highly persistent, real-time Earth imagery as a service, making Earth observation data more abundant and accessible than ever before.
On September 27th, Terran Orbital announced plans to develop a US$300 million, 660,000 sq.ft. space manufacturing facility on the Space Coast of Florida. Upon completion, the newly constructed facility is expected to become one of the most advanced, largest vertically integrated satellite manufacturing facilities in the world, 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."