Tailwind Two acquisition shares news and momentum on proposed business combination with Terran Orbital Corporation

Press Release From: Tailwind Two Acquisition Corp
Posted: Friday December 3 2021

Tailwind Two Acquisition Corp. (NYSE: TWNT) (“Tailwind Two”), a specialist acquisition company and Terran Orbital Corporation (“Terran Orbital”), a global leader and pioneer in the development, innovation and operation of small satellites and Earth Observation Solutions, jointly announced today several updates demonstrating strong momentum following their previously announced entry into a business combination agreement on October 28, 2021.

These updates include:

Filing of Form S-4 with Transaction Details: On Friday, November 26, 2021, Tailwind Two filed a registration statement on Form S-4 (the “Registration Statement”), with the Securities and Exchange United States Commission (“SEC”). . The registration statement includes a preliminary power of attorney and a prospectus relating to the business combination.

Terran Orbital has made an initial drawdown of $ 30 million in funding commitments: Terran Orbital has made the planned initial drawdown of the first $ 30 million of the fully committed $ 250 million financing package led by Francisco Partners which will be available in within the framework of the business combination. This initial drawdown will be used to finance the growth, facility development and working capital requirements of Terran Orbital prior to the closing of the business combination.

Air Force Research Laboratory awarded $ 8.4 million contract: In November, Tyvak Nano-Satellite Systems, Inc., a subsidiary of Terran Orbital, won an $ 8.4 million contract from the Space Vehicle Directorate of the Air Force Research Laboratory (“AFRL”), which will support the AFRL precision program. launch of the flight experience in 2024. The flight experience precise is a landmark initiative for AFRL, building on more than 50 years of upper atmosphere physics investigations.

As previously announced on October 28, 2021, as part of the business combination between Tailwind Two and Terran Orbital, the combined company will operate under the name Terran Orbital Corporation, with the intention of being listed on the NYSE under the symbol ” LLAP ”. The total pro forma enterprise value of the combined company is approximately $ 1.58 billion. The transaction is expected to close in the first quarter of 2022, subject to the approval of Tailwind Two shareholders and the satisfaction or waiver of other customary closing conditions identified in the business combination agreement entered into by Terran Orbital and Tailwind Two.

About Tailwind Two Acquisition Corp.

Tailwind Two is a “for founders, by founders” blank check company – formed for the purpose of effecting a merger, capital exchange, asset acquisition, share purchase, reorganization or transaction. similar business combination with one or more companies headed by founders in a sector disrupted by technological change. Tailwind Two’s management team and directors have invested heavily in companies run by founders, with notable success in the space industry. Tailwind Two is chaired by Chairman Philip Krim and Co-CEOs Chris Hollod and Matt Eby. In addition to members of its management team and board of directors, Tailwind Two has assembled an advisory board that will help position Tailwind Two as the value-added partner of choice for today’s leading entrepreneurs.

About Terran Orbital

Terran Orbital is one of the leading vertically integrated providers of end-to-end satellite solutions. Terran Orbital combines the design, production, launch planning, mission operations and in-orbit support of satellites to meet the needs of the most demanding military, civilian and commercial customers. Additionally, Terran Orbital is developing the world’s largest and most advanced Earth observation constellation NextGen to provide persistent, real-time terrestrial imagery.

Important information and where to find it

As part of the proposed potential transaction, Tailwind Two has filed with the SEC a registration statement on Form S-4 containing a preliminary proxy statement and a preliminary prospectus of Tailwind Two, and once the registration statement declared effective, Tailwind Two will send a definitive proxy circular / prospectus relating to the potential proposed transaction to its shareholders. This press release does not contain all of the information that should be taken into account regarding the potential transaction and is not intended to form the basis of an investment decision or any other decision regarding the potential transaction. Tailwind Two shareholders and other interested persons are advised to read, when available, the Proxy Circular / Preliminary Prospectus and its amendments as well as the Proxy Circular / Final Prospectus and others. documents filed in connection with the potential transaction, as these documents will contain important information about Terran Orbital, Tailwind Two and the potential transaction. When available, the proxy circular / final prospectus and other documents relevant to the potential transaction will be mailed to Tailwind Two shareholders on a record date to be established for voting on the potential transaction. Shareholders will also be able to obtain copies of the Proxy Circular / Preliminary Prospectus, Proxy Circular / Final Prospectus and other documents filed with the SEC, free of charge, when available, on the SEC website sec.gov.

Participants in the call for tenders

Tailwind Two and its directors and officers may be considered participants in the solicitation of proxies from Tailwind Two shareholders with respect to the potential transaction. A list of the names of such directors and officers and a description of their interests in Tailwind Two are contained in the registration statement on Form S-4 filed by Tailwind Two, which has been filed with the SEC and is available free of charge at the The SEC’s website address at www.sec.gov. Terran Orbital and its directors and officers may also be considered participants in the solicitation of proxies from Tailwind Two shareholders in connection with the potential transaction. A list of the names of such directors and officers and information regarding their interests in the potential transaction is included in the registration statement on Form S-4 filed by Tailwind Two.

Non-solicitation

This press release and any oral statement made in connection with this press release will not constitute an offer or a solicitation of an offer, sale or purchase of any securities, and no securities of Terran Orbital or Tailwind Two will be offered. or sold, in any jurisdiction in which such offering, solicitation or sale would be illegal. Neither the SEC nor any state securities commission has approved or disapproved of the transactions contemplated herein or determined whether this press release is true or complete. Any statement to the contrary is a criminal offense.

Special Note Regarding Forward-Looking Statements

This press release includes certain forward-looking statements, estimates and projections provided by Terran Orbital that reflect the views of management regarding the expected future financial and operational performance of Terran Orbital. Forward-looking statements are statements which are not historical, including statements regarding the operational and financial plans, conditions and performance of Terran Orbital and other projections or predictions for the future. Forward-looking statements are generally identified by words such as “plan”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “could”, “will”, “Should” and “could” and similar expressions. These statements, estimates and projections reflect many assumptions about expected results. Forward-looking statements contained in this press release may include, for example; statements on the industry and market size of Terran Orbital; future opportunities; expectations and projections regarding the future financial and operational performance and results of Terran Orbital; and potential transactions, including such things as implied enterprise value, ownership structure, amount of redemption requests made by Tailwind Two shareholders, Tailwind Two’s ability to issue shares or related instruments to actions in connection with the potential transactions or in the future, the likelihood and ability of the parties to complete the potential transactions, and the factors set out in the section entitled “Risk Factors” and “Disclaimer regarding forward-looking statements ”in Tailwind Two’s final prospectus relating to its initial public offering dated March 8, 2021, and in subsequent SEC filings, including the registration statement on Form S-4 relating to the potential transaction filed by Tailwind Two. Since these assumptions may or may not turn out to be correct and there are many factors that will affect the actual results of Terran Orbital (many of which are beyond the control of Terran Orbital), there can be no assurance that the projected results will be achievable or will succeed. will achieve. Terran Orbital and Tailwind Two disclaim any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The actual results of Terran Orbital may differ materially from those presented in this press release.

Contacts

Media contact for Tailwind Two Acquisition Corp.

Sara zick

Moxie Communications

[email protected]

Media contact for Terran Orbital Corporation

Kristin Cwalinski / Jon Goldberg

KCSA strategic communication

[email protected] / [email protected]

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