Tailwind Two Acquisition Corp.’s $1.58 Billion Combination with Terran Orbital Corporation

Kirkland & Ellis advised Tailwind Two and Akin Gump Strauss Hauer & Feld advised Terran Orbital on the deal. Latham & Watkins represented Francisco Partners.

Tailwind Two Acquisition Corp. (NYSE:TWNT), a special purpose acquisition company, executed its business combination with Terran Orbital Corporation, the global leader and pioneer in the development, innovation and operation of small satellites and earth observation solutions. 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 includes a $50 million PIPE with participation from AE Industrial Partners, Beach Point Capital, Daniel Stanton and Lockheed Martin, and $75 million of additional financial commitments from Francisco Partners and Beach Point Capital. The transaction is expected to close in the first quarter of 2022.

Terran Orbital Corporation is a leading vertically integrated provider of end-to-end satellite solutions. Terran Orbital combines satellite design, production, launch planning, mission operations, and in-orbit support to meet the needs of the most demanding military, civil and commercial customers.

Tailwind Two is a blank check company “for founders, by founders” – formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more founder-led businesses in a sector being disrupted by technological change. 

Jefferies is serving as sole placement agent on the PIPE and exclusive capital markets advisor to Tailwind Two.  Goldman Sachs is serving as financial advisor to Tailwind Two.  Houlihan Lokey provided additional financial advice to Tailwind Two. Jefferies is serving as exclusive financial advisor and capital markets advisor to Terran Orbital.

The Kirkland team was led by corporate partners Chelsea Darnell, Jonathan Davis and Patrick Salvo, and capital markets partners Peter Seligson and  Tamar Donikyan.

The Akin Gump team was led by partner Jonathan Pavlich (Picture) and tax practice head Stuart Leblang, and included counsel Eric Wexler, senior counsel Miriam Foley and associate Vivian Wong. Additional members of the team included Partner Rosa Testani, senior counsel Daniel Zimmerman and counsel Anthony Ameduri, handling the capital markets aspects of the transaction, Partner Meng Ruand Clare Joyce, handling the finance aspects, Partner Rebecca Coccaroand Stephanie Bollheimer, handling the employee benefits and executive compensation aspects.

Latham & Watkins represented Francisco Partners in a committed senior secured credit facilities with warrants and equity grants to Terran Orbital Corporation in connection with its SPAC transaction. The finance team led by Bay Area partner Haim Zaltzman, Los Angeles/Bay Area partner Elizabeth Oh, Chicago counsel Shahid Jamil and Bay Area associate Tony Noh. Advice was provided on corporate and SPAC-related matters by Orange County partner Drew Capurro and New York associate Kristin Rulison; on FCC matters by Washington, D.C. partner Jim Barker and Washington, D.C. counsel Elizabeth Park; on government contract matters by Washington, D.C. counsel Kyle Jefcoat; on environmental matters by Orange County partner Chris Norton; on intellectual property related matters by Washington, D.C. partner Jeremiah Wolsk; and on tax matters by Bay Area partner Katharine Moir.

Involved fees earner: Anthony Ameduri – Akin Gump Strauss Hauer & Feld LLP; Stephanie Bollheimer – Akin Gump Strauss Hauer & Feld LLP; Rebecca Coccaro – Akin Gump Strauss Hauer & Feld LLP; Miriam Foley – Akin Gump Strauss Hauer & Feld LLP; Clare Joyce – Akin Gump Strauss Hauer & Feld LLP; Stuart Leblang – Akin Gump Strauss Hauer & Feld LLP; Jonathan Pavlich – Akin Gump Strauss Hauer & Feld LLP; Meng Ru – Akin Gump Strauss Hauer & Feld LLP; Rosa Testani – Akin Gump Strauss Hauer & Feld LLP; Eric Wexler – Akin Gump Strauss Hauer & Feld LLP; Daniel Zimmerman – Akin Gump Strauss Hauer & Feld LLP; Chelsea Darnell – Kirkland & Ellis; Jonathan Davis – Kirkland & Ellis; Tamar Donikyan – Kirkland & Ellis; Patrick Salvo – Kirkland & Ellis; Peter Seligson – Kirkland & Ellis; James Barker – Latham & Watkins; Drew Capurro – Latham & Watkins; Shahid Jamil – Latham & Watkins; Kyle Jefcoat – Latham & Watkins; Katharine Moir – Latham & Watkins; Tony Noh – Latham & Watkins; Christopher Norton – Latham & Watkins; Elizabeth Oh – Latham & Watkins; Elizabeth Park – Latham & Watkins; Kristin Rulison – Latham & Watkins; Jeremiah Wolsk – Latham & Watkins; Haim Zaltzman – Latham & Watkins;

Law Firms: Akin Gump Strauss Hauer & Feld LLP; Kirkland & Ellis; Latham & Watkins;

Clients: Francisco Partners; Tailwind Two Acquisition; Terran Orbital;