UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2024 |
TERRAN ORBITAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-40170 |
98-1572314 |
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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6800 Broken Sound Parkway NW, Suite 200 |
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Boca Raton, Florida 33487 |
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(Address of Principal Executive Offices) |
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(561) 988-1704 |
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(Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common stock, par value $0.0001 per share |
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LLAP |
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New York Stock Exchange |
Preferred Stock Purchase Rights |
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New York Stock Exchange |
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share |
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LLAP WS |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On May 2, 2024, Terran Orbital Corporation (the “Company”) issued a press release confirming its ongoing strategic review to maximize shareholder value. A copy of the press release is attached hereto and furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
Press Release announcing ongoing review of strategic alternatives, dated May 2, 2024. |
104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TERRAN ORBITAL CORPORATION |
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Date: |
May 2, 2024 |
By: |
/s/ James Black |
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James Black Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
PRESS RELEASE
Terran Orbital Strategic Review is Ongoing
BOCA RATON, Fla., May 2, 2024 — Terran Orbital Corporation (NYSE: LLAP) (“Terran Orbital” or the “Company”), a global leader in satellite-based solutions primarily serving the aerospace and defense industries, confirms its ongoing strategic review to maximize shareholder value. The review allows us to explore all options.
We value Lockheed Martin’s partnership and look forward to continued collaboration under our Strategic Cooperation Agreement which runs through 2035. We remain committed to exceeding customer expectations and delivering cutting-edge satellite solutions.
About Terran Orbital
Terran Orbital is a leading manufacturer of satellite products primarily serving the aerospace and defense industries. Terran Orbital provides end-to-end satellite solutions by combining satellite design, production, launch planning, mission operations, and on-orbit support to meet the needs of the most demanding military, civil, and commercial customers. Learn more at www.terranorbital.com.
Media Contact
Public Relations
pr@terranorbital.com
949-508-6404