Amendment: SEC Form SC 13D/A filed by Terran Orbital Corporation

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.

  

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of Schedule 13D is hereby amended and restated in its entirety to read as follows:

Item 4. Purpose of Transaction.

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 Agreement and effective as of the Effective Time:

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each outstanding and unexercised option to purchase Common Stock (each “Option”) was cancelled and, if vested and exercisable, converted into the right to receive an amount in cash, without interest and subject to applicable withholding of taxes, equal to the product of (a) the number of shares of Common Stock subject to such Option, multiplied by (b) the amount by which the Merger Consideration exceeds the exercise price of such Option; provided that, any unvested Option and any Option with an exercise price equal to or greater than the Merger Consideration was cancelled without the payment of consideration;

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each restricted stock unit with respect to the Common Stock (each “Company RSU”) automatically became fully vested and was cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding of taxes, equal to the product of (i) the total number of shares of Common Stock underlying such Company RSU multiplied by (ii) the Merger Consideration;

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each outstanding SPAC Warrant (as defined in the Merger Agreement) automatically ceased to represent a warrant exercisable for Common Stock and became a right to purchase and receive the Merger Consideration (a “Merger Warrant”); provided, that if a holder of a Merger Warrant properly exercises its right to receive the Merger Consideration under the Merger Warrant within thirty (30) days following the date of this Form 8-K, the Warrant Price (as defined in the Merger Agreement) with respect to such exercise will be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (a) the Warrant Price in effect prior to such reduction minus (b) (i) the Merger Consideration minus (ii) the Black-Scholes Warrant Value (as defined in that certain warrant agreement, dated March 9, 2021, by and between Tailwind Two Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent); and

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each outstanding Company Warrant (as defined in the Merger Agreement) automatically ceased to represent a Company Warrant exercisable for Common Stock and became a Company Warrant exercisable solely for the Merger Consideration; provided, that if a holder of a Company Warrant properly exercises the Company Warrant within thirty (30) days following the date of this Form 8-K, such exercise shall be treated in accordance with the terms of the applicable warrant agreement or warrant issued thereunder (other than the warrants owned by LMC, as discussed above).

Pursuant to the Merger Agreement, effective as of the Effective Time, the members of the Board of Directors of the Issuer (the “Board”) as of immediately prior to the Effective Time resigned from the Board and from any and all Board committees on which these directors served, and the directors of Merger Sub immediately prior to the Effective Time became directors of the surviving corporation.

In connection with the consummation of the Merger, on the Closing Date, the Issuer’s Chief Executive Officer, Executive Vice President and Chief Financial Officer, Chief Transformation Officer, and Executive Vice President and Chief Revenue Officer separated from the Company and their respective positions with the Company and Peter Krauss, who had previously been serving as the Issuer’s Executive Vice President and Chief Operating Officer since June 1, 2024, was appointed Chief Executive Officer, Thomas Klinger, who had previously been serving as Senior Manager, Finance and Business Operations, Lockheed Martin Space, was appointed acting Chief Financial Officer, and Charles Nichols, who had previously been serving as LMC’s Multi-Functional Manufacturing Director, was appointed Chief Transition Officer.

As a result of the Merger, the shares of Common Stock of the Issuer ceased to trade on the New York Stock Exchange (“NYSE”) prior to opening of trading on October 30, 2024 and NYSE filed with the Securities and Exchange Commission (the “SEC”) a Form 25 relating to the delisting of the Issuer’s Common Stock from NYSE. Once eligible, the Issuer intends to file a Form 15 with the SEC requesting the deregistration of its securities under Section 12(g) of the Act and the suspension of its reporting obligations under Section 15(d) of the Act.

Item 5. Interest in Securities of the Issuer.

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.

 

 

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.