Tailwind Two Acquisition Corp. (NYSE:TWNT), a special purpose acquisition company, and Terran Orbital Corporation, a global leader in small satellite manufacturing, jointly announced that they have entered into a definitive business combination agreement. As part of the transaction, Francisco Partners committed to providing up to US$150 million in senior secured facilities to Terran Orbital Corporation, with US$30 million to be drawn prior to the deSPAC closing and US$120 million to be drawn at the closing of the merger. The Francisco Partners facility includes an intrecreditor arrangement with Lockheed Martin, an issuance of warrants that are exercisable either into the private company or the post-combination public entity, and a unique funding structure to support Terran that occur in connection with the deSPAC closing.
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.