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Tailwind Two (TWNT) Shareholders Approve Terran Orbital Deal
by Marlena Haddad on 2022-03-22 at 4:40pm

Tailwind Two Acquisition Corp. (NYSE:TWNT) announced this afternoon that its shareholders have voted to approve its combination with satellite-maker Terran Orbital.

The SPAC also announced that it is allowing shareholders to withdraw their redemption requests until this Thursday, March 24 at 3:00 p.m. Eastern Time. The business combination was supported by over 94% of the shares of Tailwind Two and approximately 72% of total outstanding shares voted. TWNT saw gains of 4.21% today following the meeting, but still closed at $8.91.  The SPAC continues to trade higher in after hours, and is currently up 1.91% to $9.05.

Tailwind Two amended its combination agreement with Terran Orbital last week, tweaking key details for the transaction’s closure. The largest change made was a requirement that the SPAC not incur redemptions of 85% or more.  Other changes included the removal of a requirement that Terran Orbital hold no more than $40 million in net debt at the transaction’s close.

The business combination is expected to close this Friday, March 25. Terran Orbital’s common stock and warrants are expected to trade on the New York Stock Exchange under the ticker symbols “LLAP” and “LLAP WS,” respectively.

The parties initially announced their $1.57 billion combination last year on October 28. The Boca Raton, Florida-based company provides small satellite solutions for military, intelligence community, civil and commercial customers.

Nine other proposals were also considered and voted upon by Tailwind’s stockholders at today’s meeting, all of which were approved.


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.
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