Lockheed Martin Amends Terran Orbital Stake Filing

TL;DR

LM files 13D/A on TOI, ownership details updated.

AI Summary

Lockheed Martin Corp. has amended its Schedule 13D filing regarding Terran Orbital Corporation, reporting a change in its beneficial ownership as of March 1, 2024. The filing details Lockheed Martin's stake and its intentions concerning Terran Orbital's common stock.

Why It Matters

This filing provides insight into the evolving relationship and investment strategy of a major defense contractor in a growing space technology company.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in strategic direction or potential future corporate actions that could impact stock price.

Key Players & Entities

• Lockheed Martin Corp. (company) — Filing party and major shareholder
• Terran Orbital Corporation (company) — Subject company of the filing
• John E. Stevens (person) — Contact person for Lockheed Martin's filing
• Tailwind Two Acquisition Corp. (company) — Former name of Terran Orbital Corporation

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $10.00 — e of warrants with an exercise price of $10.00 per share, (b) 17,253,279 shares of Com
• $2.898 — e of warrants with an exercise price of $2.898 per share and (c) 39,364,732 shares of
• $1.00 — ransaction, all of the Common Stock for $1.00 per share in cash (the "Proposed Transa

Filing Documents

• lmtschedule13da-terranorbi.htm (SC 13D/A) — 171KB
• exhibit997.htm (EX-99.7) — 19KB
• 0000936468-24-000019.txt ( ) — 192KB

Identity and Background

Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Schedule I attached hereto.

Source and Amount of Funds and Other Consideration

Item 3. Source and Amount of Funds and Other Consideration

of the Schedule 13D is hereby amended and supplemented by adding the following

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following The description of the Proposed Transaction set forth and defined in Item 4 of this Schedule 13D, is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for the consideration payable will be obtained through the Reporting Persons' existing resources, including cash on hand.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended by adding the following

Item 4 of the Schedule 13D is hereby amended by adding the following On March 1, 2024, Lockheed Martin Corporation ("LMC") submitted a letter (the "Proposal") to the Issuer outlining a non-binding proposal for LMC to acquire, in a merger transaction, all of the Common Stock for $1.00 per share in cash (the "Proposed Transaction"). The terms and signing of the Proposed Transaction remain subject to certain conditions, including completion of a due diligence review, negotiation and agreement of transaction structure and transaction documents, and approval of the Proposed Transaction by LMC and by the Issuer's board of directors and shareholders. No assurance can be given that definitive transaction agreements with respect to the Proposal will be entered into, the terms or conditions of any such agreements, or whether the Proposed Transaction will eventually be consummated. The Reporting Persons do not intend to update additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws. If the Proposed Transaction is consummated, the Common Stock is expected to be delisted from the New York Stock Exchange and deregistered under the Act. LMC may at any time, or from time to time amend, pursue, or choose not to pursue the Proposed Transaction change the terms of the Proposed Transaction contemplated by the 6 Proposal, including the price, conditions, or scope of the Proposed Transaction take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Proposed Transaction otherwise seek control or seek to influence the management and policies of the Issuer or change their intentions with respect to any such matters. The foregoing description of the Proposal is qualified by reference to the Proposal, a copy of which is filed as Exhibit 99.7 to this Schedule 13D and incorporated by refer

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

(a)—(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows

Item 5(a)—(c) of the Schedule 13D are each hereby amended and restated in their entirety as follows (a) – (b) The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment and in the footnotes thereto is incorporated herein by reference. None of the Related Parties beneficially own any shares of Common Stock. (c) The information in Item 4 of this Amendment is incorporated herein by reference. None of the Reporting Persons or the Related Parties have engaged in any transaction in shares of Common Stock in the 60 days prior to the filing of this Amendment.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended and supplemented by incorporating by reference the response to Item 4 of this Amendment and Exhibit 99.7 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows Exhibit No. Name 99.7 Proposal Letter, dated March 1, 2024 7

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Date March 1, 2024 Lockheed Martin Corporation By s H. Edward Paul III Name H. Edward Paul III Title Vice President and Controller Astrolink International LLC By s H. Edward Paul III Name H. Edward Paul III Title Vice President 8 Schedule I The name, present principal occupation or employment and citizenship of each of the executive officers and directors of LMC and Astrolink is set forth below. The business address of each individual is co Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817. Lockheed Martin Corporation Name of Executive Officer Principal Occupation or Employment Citizenship Timothy S. Cahill President, Missiles and Fire Control United States Stephanie C. Hill President, Rotary and Mission Systems United States Maryanne R. Lavan Senior Vice President, General Counsel and Corporate Secretary United States Robert M. Lightfoot, Jr. President, Space United States Jesus Malave Chief Financial Officer United States H. Edward Paul III Vice President and Controller United States Maria A. Ricciardone Vice President, Treasurer and Investor Relations United States Frank A. St. John Chief Operating Officer United States James D. Taiclet Chairman, President and Chief Executive Officer United States Gregory M. Ulmer President, Aeronautics United States Name of Director Principal Occupation or Employment Citizenship Daniel F. Akerson Retired Chairman and CEO, General Motors Company United States David B. Burritt President and CEO, United States Steel Corporation United States Bruce A. Carlson Retired United States Air Force General United States John M. Donovan Retired CEO, ATT Communications, LLC United States Joseph F. Dunford, Jr. Senior Managing Director and Partner of Liberty Strategic Capital United

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