Terran Orbital adopts poison pill after Lockheed Martin's non-binding buyout bid

Terran Orbital Corp

Lockheed Martin submitted a non-binding proposal on March 1, 2024 to acquire all outstanding shares for cash.
Independent committee will evaluate the Lockheed Proposal as part of ongoing strategic review; no deal guaranteed.
Rights plan triggers at 15% beneficial ownership; one right per share to stockholders of record as of March 14, 2024.
Rights expire on first anniversary unless stockholders vote to extend for two additional years.
Plan is designed to prevent coercive accumulation and encourage negotiation with the Board.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terran Orbital Corp: Certificate of Designations of Series A Junior Participating Preferred Stock filed, designating 600,000 Preferred Shares (effective 2024-03-04).

Change: charter amendment
Effective: 2024-03-04

Exact text from the filing

the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock designating 600,000 Preferred Shares. The Company filed the Certificate of Designations for the Preferred Shares on March 4, 2024 with the Secretary of State of the State of Delaware and the Certificate of Designations became effective on such date.

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Source: SEC EDGAR

accession 0000950170-24-024383

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