Tailwind Two Acquisition Corp.

SUBSEQUENT EVENT – 8/15/24 – LINK

• Lockheed Martin will acquire Terran Orbital for $0.25 in cash for each outstanding share of common stock and retire its existing debt.
  • The transaction is expected to close in fourth quarter of 2024

PROPOSED BUSINESS COMBINATION: Terran Orbital Corporation

ENTERPRISE VALUE: $1.575 billion

ANTICIPATED SYMBOL: LLAP

Tailwind Two Acquisition Corp. proposes to combine with Terran Orbital Corporation, a developer, innovator and operater of small satellites and earth observation solutions.

Terran Orbital is a manufacturer 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.

Terran Orbital announced plans to develop a $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.

SUBSEQUENT EVENT – 11/22/22 – 8-K LINK

• On November 2, 2022, Tailwind and certain other parties entered into an amendment to that certain Amended and Restated Registration Rights and Lock-Up Agreement, dated August 5, 2022, by and among Tailwind and the Holders.
• The Amendment to Registration Rights and Lock-Up Agreement amends the original Registration Rights and Lock-Up Agreement to, among other things,
  • (a) exclude from the definition of “Restricted Securities” shares of Tailwind’s securities transferred in connection with the repayment of such loans to those individuals from whom the Sponsor borrowed funds in connection with the Sponsor Loan;
  • (b) expand the definition of “Original Holder” to include those individuals from whom the Sponsor borrowed funds in connection with the Sponsor Loan;
  • (c) expand the scope of “Permitted Transfers” to include any Common Stock to be issued to the Anzu Holders at the Effective Time as merger consideration pursuant to the Business Combination Agreement (each as defined in the Registration Rights and Lock-Up Agreement); and
  • (d) make such other amendments as set forth in the Amendment to Registration Rights and Lock-Up Agreement. The amendments set forth in the Amendment to Registration Rights Agreement will be effective immediately following the closing of the Business Combination.
• On November 22, 2022, Tailwind and certain other parties entered into an amendment to that certain Preferred Stock Sale Option Agreement, dated August 5, 2022, by and among Tailwind and the Holders (the “Preferred Stock Sale Option Agreement”).
• The Amendment to the Preferred Stock Sale Option Agreement amends the parties to the original Preferred Stock Sale Option Agreement, which such amendment will be effective immediately following the closing of the Business Combination.
• Tailwind, on the one hand, and the Sponsor and Tailwind’s officers and directors, on the other hand, are parties to that certain Letter Agreement, dated as of September 3, 2020, filed as Exhibit 10.4 to Tailwind’s Current Report on Form 8-K filed with the SEC on September 9, 2020.
• In connection with the Business Combination, a form of an amendment to the Letter Agreement to be entered into concurrently with the closing of the Business Combination was agreed upon.
• On November 22, 2022, the parties to the Letter Agreement entered into an Amendment to the Letter Agreement, which supersedes the Form Amendment.
• The Amendment to Letter Agreement, as compared to the Form Amendment, among other things, amends and restates the specified exceptions to the lock-up restrictions under the Letter Agreement to permit transfers of Tailwind’s securities following the closing of the Business Combination to the extent:
  • (i) the proceeds from any such transfer are used by the Sponsor to repay the Sponsor Debt and/or
  • (ii) any such transfer itself constitutes repayment of the Sponsor Debt pursuant to the terms thereof.
• The amendments set forth in the Amendment to Letter Agreement will be effective immediately following the closing of the Business Combination.

SUBSEQUENT EVENT – 3/15/22 – 8-K LINK

• On March 9, 2022, Tailwind Two and Terran Orbital entered into Amendment No 2. to the Merger Agreement.
• The parties agreed to remove the condition of Net Debt equaling $40,000,000 or less and add a condition that Tailwind Two’s public shareholders shall not have elected to redeem greater than 85% of the aggregate number of Class A Shares outstanding.

TRANSACTION

• 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 Staton¹, 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.

PIPE

• $50.8 million PIPE with participation from AE Industrial Partners, Beach Point Capital, Daniel Staton and Lockheed Martin
  • Pursuant to the Subscription Agreements, the Investors agreed to subscribe for and purchase, and Tailwind Two agreed to issue and sell to such Investors, immediately prior to the Closing, an aggregate of 5,080,409 shares of New Terran Orbital Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of approximately $50.8 million (the “PIPE Financing”)
• The Subscription Agreement for the Insider PIPE Investor contains a provision whereby in return for the Insider PIPE Investor’s $30.0 million investment in the PIPE Financing, the Insider PIPE Investor or its affiliate will receive a quarterly fee of $1.875 million for sixteen (16) quarters beginning at the end of the first quarter following the consummation of the Business Combination; the first years’ payments are to be paid in cash and the remaining payments are to be paid, subject to subordination to and compliance with the post-combination company’s debt facilities, in cash or stock at the discretion of the post-combination company.

EARNOUT

• Employee Retention Shares
  • In accordance with the terms and subject to the conditions of the Merger Agreement and Schedule 3.08 to the Merger Agreement, restricted stock and/or restricted stock units in respect of an aggregate of 197,2224 shares of Terran Orbital will be awarded prior to the consummation of the Business Combination (the “Closing”) under the Amended and Restated Terran Orbital Corporation 2014 Equity Incentive Plan to certain persons designated by the compensation committee (the “Committee”) of the board of directors of Terran Orbital (the “Board”). The awards of Employee Retention Share RSUs and Employee Retention Share Restricted Stock will generally vest on the latest occur of:
    • (i) the first anniversary of the Closing
    • (ii) the trading price of New Terran Orbital Common Stock equaling or exceeding $11.00 or $13.00, as applicable, for any 20 trading days within any consecutive 30-trading day period
    • (iii) such other performance vesting conditions, if any, determined by the Committee and approved by the Board, subject to the applicable person’s continued employment through the applicable vesting date

SUPPORT AGREEMENT

• Lockheed Martin Corporation (“Lockheed Martin”) and Beach Point Capital (“Beach Point”), each of which are noteholders of Terran Orbital, have each further agreed, conditional upon certain other events, pursuant to the Terran Orbital Holder Support Agreements to, at their option
  • $75 million of additional financial commitments

FRANCISCO PARTNERS COMMITMENT LETTER

• Concurrently with the execution of the Merger Agreement, Terran Orbital entered into a commitment letter (the “Commitment Letter”) with FP Credit Partners, L.P. on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (“Francisco Partners”) to provide senior secured term loan credit facilities in an aggregate principal amount up to $150.0 million (the “Facility”). The Commitment Letter provides that the Facility has:
  • (i) a five-year maturity, bearing interest at a rate of 9.25% per annum
  • (ii) an original issue discount (OID) of $5.0 million, payable upon the drawdown of the Pre-Combination Loan
  • (iii) call protection.
• $30.0 million of the Facility will be drawable by Terran Orbital pre-Closing, concurrently with the execution of the definitive documentation for the Facility (the “Pre-Combination Loan”) with up to an additional $120.0 million drawable at Closing, $100.0 million of which will be available (the “Conditional Loans”) depending on the percentage of Class A ordinary shares of Tailwind Two that are redeemed by shareholders in connection with the Business Combination; 100% of the Conditional Loans will be available if holders of 85% of the issued and outstanding shares of Tailwind Two exercise their redemption rights.
• The Commitment Letter provides that upon funding of the Pre-Combination Loan, Francisco Partners shall receive from Terran Orbital a penny warrant, which may be exercised within 30 days following the termination of the Merger Agreement, to purchase shares of common stock of Terran Orbital equal to 1.5% of the fully diluted shares of Terran Orbital.
• In the event of the consummation of the Merger, such warrants shall terminate and Francisco Partners will receive an equity grant package equal to 1.5% of the fully diluted shares of New Terran Orbital Common Stock outstanding as of immediately following the Closing, plus an additional 1.0 million shares of New Terran Orbital Common Stock, in each case, to be issued as of immediately following the Closing.
• In addition, the Commitment Letter provides that Francisco Partners will receive a grant of warrants to purchase New Terran Orbital Common Stock consisting of 5.0% of New Terran Orbital Common Stock on a fully diluted basis as of immediately following the Closing at a strike price of $10.00 per share, redeemable at the option of Francisco Partners for $25.0 million on the third anniversary of Closing.

NOTABLE CONDITIONS TO CLOSING

• Tailwind Two having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) remaining after the Closing
• Net Debt equaling $40,000,000 or less

NOTABLE CONDITIONS TO TERMINATION

• By either Tailwind Two or Terran Orbital if the Business Combination is not consummated by April 28, 2022

ADVISORS

• 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.
• Kirkland & Ellis LLP is acting as legal counsel to Tailwind Two.
• Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to Terran Orbital.

MANAGEMENT & BOARD

Executive Officers

Matt Eby, 49
Co-Chief Executive Officer, Chief Financial Officer and Director 

Mr. Eby is the Founder and Managing Partner of Seawall Capital, a private equity firm formed to invest in the consumer and other related sectors. At Seawall Capital, Mr. Eby is responsible for originating, underwriting and monitoring of investments and manages the daily activities of the firm. Prior to the founding of Seawall, Mr. Eby was the Co-Founder and Managing Partner of Tengram Capital Partners. He currently serves as the Chairman of the board of directors of Kent Water Sports, El Cap Holdings and Lime Crime, and as a director of Algenist, Revive, and Cos Bar. Mr. Eby also serves as Chief Financial Officer and director of Tailwind Acquisition Corp., (NYSE: TWND) and as a director of Tailwind International Acquisition Corp. (NYSE: TWNI). In the past he has served as Chairman of Tengram former portfolio companies NEST Fragrances and DevaCurl. Prior to founding Tengram, Mr. Eby was the Chief Investment Officer of JAWS Estates Capital, the private investment office of Barry Sternlicht and the Sternlicht family, where he was responsible for investment and asset allocation decisions and recommendations across a broad spectrum of asset classes and investment strategies. While at JAWS Estates Capital, Mr. Eby led numerous transactions including investments in Palantir Technologies, Field & Stream, Ellen Tracy, Joe’s Jeans, Caribbean Joe, and Carlos Falchi. In 2009, in his capacity as Chief Investment Officer of Jaws Estates Capital and on behalf of Starwood Capital Group, he led the initial public offering of Starwood Property Trust (NYSE: STWD), a mortgage REIT focused on commercial real estate properties. Prior to JAWS, he was an Associate at Morgan Stanley. Mr. Eby received a B.S. from the United States Naval Academy and an M.B.A. from Harvard Business School.

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Chris Hollod, 37
Co-Chief Executive Officer and Director 

Mr. Hollod is the Founder and Managing Partner of Hollod Holdings, a private venture capital and advisory firm based in Los Angeles that invests in innovative consumer brands at the convergence of culture and wellness. Over the course of his career, Mr. Hollod has completed more than 150 deals across five different investment entities, including investments in Airbnb, Uber, Spotify, Houzz, Duolingo, Airtable, Warby Parker, Oscar, Flexport, Sweetgreen, Memphis Meats and Thrive Market. From 2010 to 2018, Mr. Hollod was the Managing Partner of A-Grade Investments alongside Ashton Kutcher, Ron Burkle and Guy Oseary. Mr. Hollod was also the Co-Founder and Managing Partner of Inevitable Ventures with Ron Burkle and D.A. Wallach from 2015 to 2018. From 2009 to 2017, Mr. Hollod was the Venture Partner at Ron Burkle’s private investment firm, The Yucaipa Companies, where he oversaw Mr. Burkle’s venture capital investments. Prior to joining The Yucaipa Companies, Mr. Hollod spent four years as an investment banker at Wachovia Securities, where he executed a variety of debt and equity transactions. Mr. Hollod currently serves as Chief Executive Officer and director of Tailwind Acquisition Corp., a special purpose acquisition company (NYSE: TWND). Mr. Hollod graduated summa cum laude and Phi Beta Kappa from Vanderbilt University with a B.A. in Economics, Finance and Philosophy.

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Board of Directors

Philip Krim, 37
Chairman

Philip Krim, our Chairman, has served as Casper Sleep Inc.’s (NYSE: CSPR) Chief Executive Officer and as a member of its board of directors since October 2013. Since founding the company in 2013, Mr. Krim has led Casper (NYSE: CSPR) through tremendous growth, growing revenue from $15 million in 2014 to over $440 million in 2019 (approximately 100% CAGR), and successfully took the company public in February 2020. Mr. Krim brought an innovative data-driven approach to marketing at Casper which enabled exponential growth and a competitive advantage. He is responsible for leading Casper’s expansion into adjacent sleep related product areas and increasing the retail store footprint to over 50+ stores across the US. Prior to that, Mr. Krim was the Chief Executive Officer of Vocalize Mobile, a mobile search advertising platform for small businesses, from January 2010 until July 2013, and the Chief Executive Officer of The Merrick Group from January 2003 until December 2009. Since 2016, Mr. Krim has also served on the Emerging Leadership Council of the 92nd Street Y. He also serves as Chairman of Tailwind Acquisition Corp. (NYSE: TWND), a special purpose acquisition company which raised $334.2 million in aggregate capital in its initial public offering in September 2020, and as a director of the Travis Manion Foundation and he is on the Leadership Council of the Robin Hood Foundation. He received a B.B.A. in Marketing from Red McCombs School of Business at the University of Texas at Austin.

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Wisdom Lu, 54
Director 

Ms. Lu is a Founding Partner of Stibel & Co. and Bryant Stibel, specializing in growth equity investments across technology, media, data, sports and wellness. Ms. Lu currently serves as director of Tailwind Acquisition Corp. (NYSE: TWND). From 2012 to 2015, Ms. Lu was Senior Vice President and Chief Financial Officer of Dun & Bradstreet Credibility Corp., which was merged into Dun & Bradstreet in 2015. At Dun & Bradstreet, she served as Chief Financial Officer of Dun & Bradstreet Emerging Businesses from 2015 to 2017. From 2008 to 2012, Ms. Lu served as the Chief Financial Officer at Liberman Broadcasting and oversaw Finance, Information Technology, Human Resources, as well as Legal and Investor Relations. From 1996 to 2008, Ms. Lu served as Chief Investment Officer and Treasurer at Health Net, Inc. where she oversaw a $3 billion investment portfolio. Before Health Net, Inc., Ms. Lu served as Treasury Officer, Fixed Income Sales & Trading with National Westminster Bank. Ms. Lu graduated from Rensselaer Polytechnic Institute with a B.S. in Engineering and a minor in Economics. She also received an MBA from New York University. Ms. Lu is a Chartered Financial Analyst (CFA) and holds a Professional Engineering license in the state of New York.

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Tommy Stadlen, 34
Director 

Tommy Stadlen will be appointed to serve as a member of our board of directors in connection with this offering. Mr. Stadlen is Co-Founder and General Partner at Giant Ventures, a global multi-stage venture capital firm which backs purpose-driven technology founders. Since 2017, Mr. Stadlen has been a Venture Partner at firstminute capital, a seed stage venture capital firm. Mr. Stadlen currently serves as Chairman of Tailwind International Acquisition Corp. (NYSE: TWNI). He is also an advisor to the NYU Stern School of Business Center for Sustainable Business. Mr. Stadlen co-founded Swing Technologies, an imaging technology company, in 2014. In 2017 Swing joined Microsoft, where Mr. Stadlen held product management roles. Prior to Swing, Mr. Stadlen served as a strategy consultant at McKinsey, where he developed global experience across sectors advising leading companies and governments. Mr. Stadlen previously worked for President Obama on his 2008 presidential campaign. Mr. Stadlen has been recognized by the Financial Times as a top 50 Global Ally Executive and is a recipient of Entrepreneur Magazine’s “Best Companies in America” Award. Mr. Stadlen is the best-selling co-author of “Connect: How Companies Succeed by Engaging Radically with Society,” written with former BP Chief Executive Officer Lord Browne. Mr. Stadlen is a regular contributor to media outlets, including the New York Times, Financial Times, CNBC, BBC and Bloomberg, where he appears as an expert on technology and sustainability. Mr. Stadlen graduated with a Bachelor of Arts and First Class honors from the University of Oxford and holds a Master of Science (Distinction) from the London School of Economics and Political Science.

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Boris Revsin, 34
Director 

Mr. Revsin is currently serving as the Managing Director and Head of Private Capital at Republic. The Private Capital team at Republic manages over $300M in net assets, primarily focusing on frontier and financial technology. At Republic, Mr. Revsin is responsible for sourcing, managing the analyst team that underwrites investments, and serving as an advisor or board member to portfolio companies. At Republic, Mr. Revsin led investments into Robinhood, EquipmentShare, Long Term Stock Exchange, Relativity Space and many others. In the past, Mr. Revsin was the co-founder of VentureApp, now known as HqO, a leading property technology company backed with over $40M in venture capital. Prior to VentureApp, Mr. Revsin served as the co-founder of Breaktime Media, an advertising technology company, which he sold to Connelly Partners in 2015. Breaktime Media raised over $15M in venture capital from leading firms like Highland Capital and Charles River Ventures. Prior to Breaktime Media, Mr. Revsin worked as the lead engineer and project manager for eNilsson, the development and design agency attached to the 2008 Mitt Romney For President campaign. Mr. Revsin studied computer science at University of Massachusetts, Amherst.

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Michael Kim, 52
Director 

Mr. Kim is the Founder and Managing Partner of Cendana Capital, a fund of funds that invests in seed funds. Mr. Kim is currently a member of the advisory board of Tailwind Acquisition Corp. (NYSE: TWND). He is also member of the limited partners advisory boards of Mucker Capital, IA Ventures and Forerunner Ventures among others. Mr. Kim received a B.A. from Cornell University, a MSFS from Georgetown University Walsh School of Foreign Service and an MBA from The University of Pennsylvania’s Wharton School.

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