Lockheed Martin Files 13D/A Amendment for Terran Orbital

TL;DR

LM files 13D/A amendment for Terran Orbital - still watching their stake.

AI Summary

Lockheed Martin Corp. has filed an amendment (No. 7) to its Schedule 13D concerning Terran Orbital Corporation, as of November 1, 2024. This filing relates to Lockheed Martin's beneficial ownership of Terran Orbital's common stock. The specific details of the ownership stake and any changes are not fully elaborated in the provided text, but it indicates an ongoing reporting requirement for Lockheed Martin regarding its investment in Terran Orbital.

Why It Matters

This filing indicates Lockheed Martin's continued significant interest and reporting obligations related to its investment in Terran Orbital, a key player in the satellite and space technology sector.

Risk Assessment

Risk Level: medium — The filing itself is a routine disclosure, but the underlying investment in a space technology company like Terran Orbital carries inherent market and operational risks.

Key Players & Entities

• Lockheed Martin Corp. (company) — Filer of the Schedule 13D/A
• Terran Orbital Corporation (company) — Subject company of the Schedule 13D/A
• John E. Stevens (person) — Contact person for Lockheed Martin's filing

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie
• $0.25 — was converted into the right to receive $0.25 in cash, without interest (the "Merger
• $10.00 — Common Stock with an exercise price of $10.00 per share and warrants to purchase 17,2
• $2.898 — Common Stock with an exercise price of $2.898 per share were effectively canceled for

Filing Documents

• lockheed.htm (SC 13D/A) — 205KB
• 0001123292-24-000328.txt ( ) — 206KB

. 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.

of Schedule 13D is hereby amended and restated in its entirety to read as follows

Item 3 of Schedule 13D is hereby amended and restated in its entirety to read as follows: On October 30, 2024 (the "Closing Date"), Lockheed Martin Corporation ("LMC") consummated its previously announced acquisition of the Issuer through the merger of Tholian Merger Sub, Inc., a wholly owned subsidiary of LMC ("Merger Sub"), with and into the Issuer (the "Merger"). LMC paid the Merger Consideration with 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 the Closing Date, pursuant to the Agreement and Plan of Merger, dated as of August 15, 2024 (the "Merger Agreement"), by and among LMC, Merger Sub, and the Issuer, the Merger was consummated, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of LMC. At the effective time of the Merger (the "Effective Time"), each share of Common Stock then outstanding was converted into the right to receive $0.25 in cash, without interest (the "Merger Consideration"), other than those shares owned by the Issuer, any of its subsidiaries (excluding any shares held by any Company Benefit Plan (as defined in the Merger Agreement) or trust related thereto), LMC or any of LMC's subsidiaries (which 13,481,857 shares were cancelled without any consideration), and any shares held by holders who did not vote in favor of the Merger and properly exercised and perfected their demand for appraisal rights under Delaware law. As a result of the Merger, LMC became the direct beneficial owner of 1,000 shares of common stock of the surviving corporation, representing 100% of the issued and outstanding shares of common stock of the surviving corporation. Also on the Closing Date, in connection with the consummation of the Merger, LMC agreed with the Issuer to the full satisfaction of all indebtedness, liabilities and other obligations outstanding in connection with the Issuer's 10% Senior Secured Convertible Notes due 2027 held by LMC (the "Convertible Notes") and the Convertible Notes were canceled for no consideration. Finally, on the Closing Date, in connection with the consummation of the Merger, LMC's warrants to purchase 1,381,951 shares of Common Stock with an exercise price of $10.00 per share and warrants to purchase 17,239,279 shares of Common Stock with an exercise price of $2.898 per share were effectively canceled for no consideration. In addition, pursuant to the Merger Agreemen

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

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

Item 5(a) – (c) and (e) 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. SIGNATURE 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: November 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 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 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 Gene

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