Announcement • Oct 31
Lockheed Martin Corporation (NYSE:LMT) completed the acquisition of the remaining 64.14% stake in Terran Orbital Corporation (NYSE:LLAP) from ASTROLINK International LLC and others. Lockheed Martin Corporation (NYSE:LMT) agreed to acquire the remaining 64.14% stake in Terran Orbital Corporation (NYSE:LLAP) from ASTROLINK International LLC and others for $37.6 million on August 15, 2024. The enterprise value of the transaction is approximately $450 million. Lockheed Martin will acquire Terran Orbital for $0.25 in cash for each outstanding share of common stock and retire its existing debt. This transaction also provides for Lockheed Martin and other current Terran Orbital creditors establishing a new, $30 million working capital facility that has been put in place as of signing. Any provision in this agreement to the contrary notwithstanding, the Terran Orbital shall pay, by wire transfer of immediately available funds to an account designated by Lockheed Martin, a fee of $1.68 million in cash. The merger agreement also provides that LMC will be required to pay the Issuer a termination fee of $1.68 million under certain circumstances if the merger agreement is terminated.
The transaction is subject to the satisfaction of customary closing conditions, including regulatory, Antitrust approval, the boards of directors of both parties have each approved this agreement and Terran Orbital stockholder approvals. The transaction is expected to close in fourth quarter of 2024.
Jefferies LLC acted as financial advisor to Terran Orbital. Lincoln International acted as financial and fairness opinion provider to Terran Orbital. Elizabeth Donley of Hogan Lovells US LLP acted as legal advisor to Lockheed Martin. Jonathan R. Pavlich, Stuart E. Leblang, Eric H. Wexler, Meng Ru and Rosa A. Testani of Akin Gump Strauss Hauer & Feld LLP acted as legal advisor to Terran Orbital. Continental Stock Transfer & Trust Company acted as transfer agent for Terran Orbital. Sodali & Co acted as a proxy solicitor and Terran Orbital will pay a fee of approximately $20,000, which we refer to as the “base fee,” and a success fee of $35,000 payable in the event the Company achieves the stockholder vote required to complete the merger, plus certain per holder charges for any calls made to holders of Company common stock. In addition it will pay Sodali an amount equal to 6% of the base fee for administration, technology, and research and data services with a minimum charge of $2,500.
Lockheed Martin Corporation (NYSE:LMT) completed the acquisition of the remaining 64.14% stake in Terran Orbital Corporation (NYSE:LLAP) from ASTROLINK International LLC and others on October 30, 2024. The company will be recognized as Terran Orbital, a Lockheed Martin Company. Recent Insider Transactions • Oct 25
Insider recently sold US$500k worth of stock On the 23rd of October, Austin Williams sold around 2m shares on-market at roughly US$0.25 per share. This transaction amounted to 48% of their direct individual holding at the time of the trade. In the last 3 months, there was an even bigger sale from another insider worth US$2.4m. Insiders have been net sellers, collectively disposing of US$3.9m more than they bought in the last 12 months. Recent Insider Transactions • Oct 04
Insider recently sold US$2.4m worth of stock On the 30th of September, Puig-Suari Jordi sold around 1m shares on-market at roughly US$1.67 per share. This transaction amounted to 84% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of US$3.3m more than they bought in the last 12 months. 
