Lockheed Martin Owns 10% of Terran Orbital

TL;DR

LM now owns 10% of Terran Orbital, gets a board seat. Big move in space tech.

AI Summary

Lockheed Martin Corp. has amended its Schedule 13D filing regarding Terran Orbital Corporation, reporting a beneficial ownership of 20,000,000 shares as of August 16, 2024. This represents 10.0% of the outstanding common stock. The filing indicates that Lockheed Martin has the right to appoint one director to Terran Orbital's board.

Why It Matters

This filing clarifies Lockheed Martin's significant stake and influence in Terran Orbital, a key player in satellite technology, potentially impacting strategic partnerships and future developments in the space sector.

Risk Assessment

Risk Level: medium — The filing indicates a significant ownership stake and board representation, suggesting potential strategic influence and future collaboration or competition.

Key Numbers

• 20,000,000 — Shares Owned (Beneficial ownership by Lockheed Martin Corp.)
• 10.0% — Ownership Stake (Percentage of Terran Orbital's outstanding common stock held by Lockheed Martin Corp.)

Key Players & Entities

• Lockheed Martin Corp. (company) — Filing entity and beneficial owner
• Terran Orbital Corporation (company) — Subject company
• 20,000,000 shares (dollar_amount) — Number of shares beneficially owned by Lockheed Martin
• 10.0% (dollar_amount) — Percentage of outstanding common stock owned by Lockheed Martin
• August 16, 2024 (date) — Date of reporting beneficial ownership
• John E. Stevens (person) — Contact person for Lockheed Martin's filing

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) 41,188,758 shares of
• $0.25 — automatically into the right to receive $0.25 in cash, without interest (the "Merger
• $1.68 m — ssuer must pay LMC a termination fee of $1.68 million, provided that the termination fe
• $840,000 — ovided that the termination fee will be $840,000 if the Issuer terminates the Merger Agr
• $1.68 million — to pay the Issuer a termination fee of $1.68 million under certain circumstances if the Merg

Filing Documents

• lmtschedule13da-terranorbi.htm (SC 13D/A) — 188KB
• exhibit998-agreementandpla.htm (EX-99.8) — 852KB
• exhibit999-formofvotingand.htm (EX-99.9) — 96KB
• exhibit9910-formofvotingan.htm (EX-99.10) — 123KB
• 0000936468-24-000099.txt ( ) — 1260KB

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 or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. Item 3 of Schedule 13D is hereby supplemented and amended to add the information contained under the caption "Merger Agreement" in Item 4 of this Amendment, which is incorporated by reference into this Item 3. The source of funds for this merger consideration is expected to be cash on hand available to Lockheed Martin Corporation ("LMC").

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 August 14, 2024, LMC management approved a plan to acquire the Issuer in a merger transaction. Merger Agreement On August 15, 2024, LMC entered into an Agreement and Plan of Merger (the "Merger Agreement") with the Issuer and Tholian Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of LMC. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation (the "Surviving Corporation") of the Merger and a wholly owned subsidiary of LMC. Equity and Warrant Treatment in the Merger Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock (the "Common Stock") outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will be cancelled and converted automatically into the right to receive $0.25 in cash, without interest (the "Merger Consideration"). 6 Pursuant to the Merger Agreement, at the Effective Time, the Issuer's outstanding, unexercised and vested options to purchase Common Stock (the "Options") will be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable taxes, equal to the product of (a) the number of shares of Common Stock subject to such Option, and (b) the amount by which the Merger Consideration exceeds the exercise price of such Option. Any Option with an exercise price that is equal to or greater than the Merger Consideration will be cancelled without the payment of consideration. Any Option that is unvested at the Effective Time will be cancelled for no consideration. At the Effective Time, the Issuer's restricted stock units will automatically (a) become fully vested and (b)

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. Other than as set forth herein, 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 Exhibits 99.8 through 99.10 hereto. 10

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 99.8 A greement and Plan of Merger, dated August 15, 2024 , among Lockheed Martin Corporation , Thol ian Merger Sub, Inc., and Terran Orbital Corporation 99.9 Form of Voting and Support Agreement for Individuals 99.10 Form of Voting and Support Agreement for Institutions 11

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 August 16, 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 12 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 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 States Thomas J. Falk Retired Chairman and CEO, Kimberly-Clark Corporation Un

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View this SC 13D/A filing on SEC EDGAR