Terran Orbital Corporation entered into an agreement to acquire Tailwind Two Acquisition Corp. (NYSE:TWNT) from Tailwind Two Sponsor LLC, Glazer Capital, LLC, Nomura Holdings, Inc. (TSE:8604) and others in a reverse merger transaction on October 28, 2021. 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 Staton, 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. The pro forma total enterprise value of the combined companies is approximately $1.58 billion. Existing Terran Orbital shareholders will roll 100% of their equity into the combined company. Upon the closing of the transaction, the combined company, will operate as Terran Orbital Corporation, with plans to list on the New York Stock Exchange the common stock and public warrants of New Terran Orbital under the ticker symbols “LLAP” and “LLAP WS,” respectively.

The transaction is subject to approval and adoption by Tailwind Two's shareholders; expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; requisite consents have been obtained from Terran Orbital's equity holders and noteholders; New Terran Orbital Common Stock to be issued as consideration for the Business Combination has been approved for listing on either The New York Stock Exchange or The Nasdaq Stock Market LLC; Tailwind Two having at least $5,000,001 of net tangible assets; all requisite consents of governmental authorities; Registration Statement / Proxy Statement shall have become effective; Net Debt shall be $40,000,000 or less; Debt Financing Agreements shall have been executed and other customary closing conditions. Terran Orbital and Tailwind Two's Boards of Directors have unanimously approved and recommended its shareholders to vote FOR the proposed business combination. The Extraordinary General Meeting of shareholders of Tailwind to approve business combination is scheduled to be held on March 22, 2022. The maximum redemption condition and the funding provided by Francisco Partners was waived by the respective parties as of March 15, 2022. As of March 22, 2022, the shareholders of Tailwind Two Acquisition Corp. have approved the transaction. The transaction is expected to close in the first quarter of 2022. As of March 22, 2022, the transaction is expected to close on March 25, 2022.

Jonathan Davis, Chelsea Darnell, Patrick Salvo, Peter Seligson and Tamar Donikyan of Kirkland & Ellis LLP acted as legal advisors to Tailwind. Jonathan R. Pavlich, Eric H. Wexler, Miriam F. Foley, Rosa A. Testani, Daniel F. Zimmerman, Anthony Steven Ameduri, Meng Ru, Clare M. Joyce, Rebecca S. Coccaro, Stephanie Bollheimer and Stuart E. Leblang of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Terran. Houlihan Lokey Capital, Inc. acted as financial advisor to Tailwind and fairness opinion provider to the Board of Tailwind. Jefferies LLC acted as financial advisor to Terran. Goldman Sachs & Co. LLC acted as financial advisor to Tailwind. Aaron Dixon of Alston & Bird LLP acted as the legal advisor Houlihan Lokey Capital, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to Tailwind and Morrow & Co., LLC acted as its proxy solicitor. Sullivan & Cromwell LLP represents Goldman Sachs as financial adviser to Tailwind Two Acquisition Corp. (U.S.), a special purpose acquisition company. Sullivan & Cromwell LLP acted as as financial adviser to Tailwind Two Acquisition Corp. Thomas Dyszkiewicz, Craig DeDomenico, Lewis Chia of Stifel acted as Capital Markets advisor to Tailwind.

Terran Orbital Corporation completed the acquisition of Tailwind Two Acquisition Corp. (NYSE:TWNT) from Tailwind Two Sponsor LLC, Glazer Capital, LLC, Nomura Holdings, Inc. (TSE:8604) and others in a reverse merger transaction on March 25, 2022. In connection with the completion of the business combination, Tailwind Two has been renamed Terran Orbital Corporation and its common stock and warrants are expected to commence trading on the New York Stock Exchange on March 28, 2022 under the ticker symbols “LLAP” and “LLAP WS,” respectively. As a result of this transaction, Terran Orbital Corporation received approximately $255.4 million of gross proceeds, comprised of $80.2 million of gross equity proceeds from Tailwind Two's cash-in-trust ($29.4 million) and a private placement (“PIPE”) of ordinary shares ($50.8 million) with participation from AE Industrial Partners, long-term Terran Orbital investor Beach Point Capital, Daniel Staton, Lockheed Martin and Fuel Venture Capital, and $175.3 million of gross debt financings provided by Francisco Partners, Beach Point Capital and Lockheed Martin, including in each case debt capital advances funded on November 24, 2021 and March 9, 2022.