Terran Orbital Corporation (NYSE: LLAP) (“Terran Orbital” or the
“Company”), a global leader in satellite-based solutions primarily
serving the aerospace and defense industries, today announced that
it intends to offer and sell in a public offering, subject to
market and other conditions, shares of its common stock (or common
stock equivalents in lieu thereof) and warrants to purchase shares
of common stock. Each share of common stock (or common stock
equivalent in lieu thereof) will be sold with a warrant to purchase
the Company’s common stock. All of the shares of common stock (or
common stock equivalents) and warrants in the offering are to be
offered by the Company. The offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed, or the actual size or terms of the
offering.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the proposed offering.
Terran Orbital expects to use the net proceeds of the proposed
offering for general corporate purposes including capital
expenditures, working capital, research and development, and
general and administrative expenses, and maintenance of the
liquidity covenant in the Company’s debt documents.
The securities described above will be offered by the Company
pursuant to a shelf registration statement on Form S-3 (File No.
333-271093) that was declared effective by the Securities and
Exchange Commission (the “SEC”) on April 18, 2023. The offering
will be made only by means of a prospectus supplement and
accompanying prospectus that form a part of the shelf registration
statement. A preliminary prospectus supplement related to the
offering will be filed with the SEC and may be obtained, when
available, on the SEC’s website, located at www.sec.gov. Copies of
the preliminary prospectus supplement and the accompanying
prospectus relating to the offering may also be obtained, when
available, from H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail
at placements@hcwco.com. Before you invest, you should read the
preliminary prospectus supplement and accompanying prospectus and
the other documents that the Company has filed with the SEC for
more complete information about the Company and the proposed
offering.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities nor shall there be
any offer or sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
About Terran Orbital
Terran Orbital Corporation 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.
Forward-Looking Statements
This press release contains “forward-looking statements” for
purposes of the federal securities laws. We intend such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended. Forward-looking
statements are typically identified by such words as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “expect”
“may,” “might,” “possible,” “potential,” “predict,” “will,”
“should,” “would” and “could” and other similar words and
expressions. These forward-looking statements involve a number of
risks, uncertainties (many of which are beyond our control), or
other assumptions that may cause actual results or performance to
be materially different including, but not limited to: the size,
timing and consummation of the proposed offering, the satisfaction
of the closing conditions of the proposed offering, the use of net
proceeds of the proposed offering, local, national and global
conditions impacting the capital markets and the market for our
securities; the general volatility of the capital markets; our
ability to finance our operations, research and development
activities and capital expenditures; expectations regarding our
strategies and future financial performance, including our future
business plans or objectives, anticipated cost, timing and level of
deployment of satellites, prospective performance and commercial
opportunities and competitors, the timing of obtaining regulatory
approvals, retention and expansion of our customer base, product
and service offerings, pricing, marketing plans, operating
expenses, market trends, revenues, margins, liquidity, cash flows
and uses of cash, capital expenditures, and our ability to invest
in growth initiatives; the ability to implement business plans,
forecasts, and other expectations, and to identify and realize
additional opportunities; anticipated timing, cost, financing and
development of our satellite manufacturing capabilities;
prospective performance and commercial opportunities and
competitors; our expansion plans and opportunities; our ability to
finance and invest in growth initiatives; geopolitical risk and
changes in applicable laws or regulations; the possibility that we
may be adversely affected by other economic, business, and/or
competitive factors; the possibility that the COVID-19 pandemic, or
another major disease, natural disaster, or threat to the physical
security of our facilities or employees disrupts our business; our
ability to achieve profitability and meet expectations regarding
cash flow from operations and investments; our leverage and our
ability to service cash debt payments and comply with debt
maintenance covenants, including meeting minimum liquidity and
operating profit covenants; our ability to access invested cash or
cash equivalents upon failure of any financial institutions we bank
with; limited access, or access on unfavorable terms, to equity and
debt capital markets and other funding sources that will be needed
to fund operations and make investments; litigation and regulatory
enforcement, including the diversion of management time and
attention and the additional costs and demands on our resources;
and the other risks disclosed in our filings with the Securities
and Exchange Commission (the “SEC”) from time to time, including
under the heading “Risk Factors” in our Annual Report on Form 10-K
filed with the SEC on March 23, 2023 and the prospectus dated April
28, 2023 related to Post-effective amendment No. 1 to our
Registration Statement on Form S-1 on Form S-3, as amended (File
No. 333-264447), which was declared effective by the SEC on April
28, 2023.
These forward-looking statements are based on management’s
current expectations, plans, forecasts, assumptions, and beliefs
concerning future developments and their potential effects. There
can be no assurance that the future developments affecting us will
be those that we have anticipated, and we may not actually achieve
the plans, intentions or expectations disclosed in our
forward-looking statements, and you should not place undue reliance
on our forward-looking statements. New risk factors and
uncertainties may emerge from time to time, and it is not possible
to predict all risks. The forward-looking statements contained in
this press release are made as of the date of this press release,
and we do not assume any obligation to, and we do not intend to,
update any forward-looking statements to reflect events or
circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as required by
law.
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Investor Relations Contact ir@terranorbital.com 949-202-8476
Public Relations Contact pr@terranorbital.com 949-508-8484
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