secwatch / observer
8-K filed October 30, 2024, 7:59 PM ET CIK 0001835512
M&A confidence high sentiment neutral materiality 1.00

Terran Orbital Corp: M&A transaction — Lockheed Martin completes acquisition of Terran Orbital for $0.25 per share; LLAP to be delisted

Terran Orbital Corp

item 1.02item 2.01item 3.01item 3.03item 5.01item 5.02item 5.03item 5.07item 7.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Thomas J. McCormick

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
Departed

James LaChance

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Role change

Peter Krauss

Chief Executive Officer
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
Peter Krauss, who had previously been serving as the Company’s Executive Vice President and Chief Operating Officer since June 1, 2024, is being appointed Chief Executive Officer
Departed

Tobi Petrocelli

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Departed

Marc Bell

Chief Executive Officer
Terran Orbital Corp
Effective
2024-10-30
Successor
Peter Krauss
Filed
October 30, 2024, 7:59 PM ET
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
Appointed (interim)

Thomas Klinger

acting Chief Financial Officer
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
Thomas Klinger, who had previously been serving as Senior Manager, Finance and Business Operations, Lockheed Martin Space, is being appointed acting Chief Financial Officer
Departed

Marco Villa

Executive Vice President and Chief Revenue Officer
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
Departed

Thomas Manion

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Departed

Douglas Raaberg

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Departed

Adarsh Parekh

Executive Vice President and Chief Financial Officer
Terran Orbital Corp
Effective
2024-10-30
Successor
Thomas Klinger
Filed
October 30, 2024, 7:59 PM ET
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
Departed

Richard Newton III

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Appointed

Michael A. Patton

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
Appointed

Marc D. Hanlon

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
Departed

Daniel Staton

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Appointed

Joseph M. Rickers

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
Departed

Stratton Sclavos

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Departed

Marc Bell

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
Departed

Gary Hobart

Chief Transformation Officer
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
Appointed

Charles Nichols

Chief Transition Officer
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
Charles Nichols, who had previously been serving as Multi-Functional Manufacturing Director at Parent , is being appointed Chief Transition Officer
Appointed

Stacie G. Musgrave

Director
Terran Orbital Corp
Effective
2024-10-30
Filed
October 30, 2024, 7:59 PM ET
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas J. McCormick was appointed as Director at Terran Orbital Corp.

Action
appointed
Role
Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

James LaChance resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Peter Krauss was appointed as Chief Executive Officer at Terran Orbital Corp.

Action
appointed
Role
Chief Executive Officer
Exact text from the filing
Peter Krauss, who had previously been serving as the Company’s Executive Vice President and Chief Operating Officer since June 1, 2024, is being appointed Chief Executive Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tobi Petrocelli resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marc Bell departed as Chief Executive Officer at Terran Orbital Corp.

Action
separated
Role
Chief Executive Officer
Exact text from the filing
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas Klinger was appointed as acting Chief Financial Officer at Terran Orbital Corp.

Action
appointed
Role
acting Chief Financial Officer
Exact text from the filing
Thomas Klinger, who had previously been serving as Senior Manager, Finance and Business Operations, Lockheed Martin Space, is being appointed acting Chief Financial Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marco Villa departed as Executive Vice President and Chief Revenue Officer at Terran Orbital Corp.

Action
separated
Role
Executive Vice President and Chief Revenue Officer
Exact text from the filing
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Thomas Manion resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Douglas Raaberg resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Adarsh Parekh departed as Executive Vice President and Chief Financial Officer at Terran Orbital Corp.

Action
separated
Role
Executive Vice President and Chief Financial Officer
Exact text from the filing
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Richard Newton III resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael A. Patton was appointed as Director at Terran Orbital Corp.

Action
appointed
Role
Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marc D. Hanlon was appointed as Director at Terran Orbital Corp.

Action
appointed
Role
Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Daniel Staton resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Joseph M. Rickers was appointed as Director at Terran Orbital Corp.

Action
appointed
Role
Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stratton Sclavos resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Marc Bell resigned as Director at Terran Orbital Corp.

Action
resigned
Role
Director
Exact text from the filing
each of Marc Bell, Daniel Staton, Stratton Sclavos, Richard Newton III, Douglas Raaberg, Tobi Petrocelli, James LaChance and Thomas Manion , the members of the Board of Directors of the Company (the “ Board ”), holding these positions immediately prior to the Effective Time, resigned from the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gary Hobart departed as Chief Transformation Officer at Terran Orbital Corp.

Action
separated
Role
Chief Transformation Officer
Exact text from the filing
Chief Executive Officer Marc Bell, Executive Vice President and Chief Financial Officer Adarsh Parekh, Chief Transformation Officer Gary Hobart, and Executive Vice President and Chief Revenue Officer Marco Villa are being separated from the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Charles Nichols was appointed as Chief Transition Officer at Terran Orbital Corp.

Action
appointed
Role
Chief Transition Officer
Exact text from the filing
Charles Nichols, who had previously been serving as Multi-Functional Manufacturing Director at Parent , is being appointed Chief Transition Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stacie G. Musgrave was appointed as Director at Terran Orbital Corp.

Action
appointed
Role
Director
Exact text from the filing
As of the Effective Time, in accordance with the Merger Agreement, Marc D. Hanlon, Thomas J. McCormick, Stacie G. Musgrave, Michael A. Patton, and Joseph M. Rickers, the directors of Merger Sub immediately prior to the Effective Time, became directors of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terran Orbital Corp: Amended and restated certificate of incorporation in its entirety in connection with the Merger.

Change
charter amendment
Exact text from the filing
Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Terran Orbital Corp: Amended and restated bylaws in their entirety in connection with the Merger.

Change
bylaw amendment
Exact text from the filing
Effective as of the Effective Time and as a result of the completion of the Merger, the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as amended, the “ Second Amended and Restated Certificate of Incorporation ” and the “ Amended and Restated Bylaws ”, respectively).
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Terran Orbital Corp completed an acquisition involving Terran Orbital Corporation (closed 2024-10-30).

Action
acquisition
Counterparty
Terran Orbital Corporation
Closing
2024-10-30
Exact text from the filing
Lockheed Martin (NYSE: LMT) has completed its previously announced acquisition of Terran Orbital, a leading manufacturer of innovative modular spacecraft serving the global aerospace and defense industries, and its subsidiary, Tyvak International.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Terran Orbital Corp underwent a change of control involving Lockheed Martin Corporation for $0.25 in cash (closed 2024-10-30).

Action
change of control
Counterparty
Lockheed Martin Corporation
Consideration
$0.25 in cash
Closing
2024-10-30
Exact text from the filing
the Effective Time: • each share of common stock, par value $0.0001 per share, of the Company (the “ 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 Company, any of its subsidiaries (excluding any shares held by any Company Benefit
View on SEC.gov

60 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0000950170-24-118608
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