Updated 7:25 p.m. Eastern with Lockheed Martin statement.
WASHINGTON — Lockheed Martin has abandoned plans to acquire the portion of satellite manufacturer Terran Orbital it does not own for more than $500 million.
In a filing with the U.S. Securities and Exchange Commission after the markets closed May 2, Terran Orbital said it was notified by Lockheed on April 30 that Lockheed was withdrawing a proposal made March 1 to purchase all outstanding shares for $1 each. The filing did not disclose a reason Lockheed gave for withdrawing it.
“While we have decided not to pursue our offer to purchase Terran Orbital, we will continue our work together on multiple customer missions that support the United States and its allies,” Lockheed Martin said in a statement to SpaceNews. “We are committed to supporting Terran Orbital and other essential suppliers in the defense industrial base, as we maintain our momentum to deliver the best solutions to our customers for decades to come.”
In that proposal, Lockheed offered to acquire the roughly two-thirds of Terran Orbital stock it did not already own. Lockheed also proposed to pay more than $70 million to buy outstanding stock warrants and either assume or repay $313 million in Terran Orbital debt, putting the total value of the proposal at more than $500 million.
Lockheed, besides being a major investor in Terran Orbital, is a major customer of the company, buying dozens of its smallsat buses for programs such as satellites for the Space Development Agency. Lockheed said in its offer letter that it accounted for 81% of Terran Orbital’s backlog.
Terran Orbital responded to the proposal March 4 with a stockholder rights plan, or “poison pill” move, to prevent a hostile takeover. It acknowledged the proposal and said an independent board committee would evaluate it as part of an ongoing strategic review.
In a May 2 statement, Terran Orbital said that strategic review is ongoing, which is looking at “all options” for the company. “We value Lockheed Martin’s partnership and look forward to continued collaboration under our Strategic Cooperation Agreement which runs through 2035.”
The company reported April 1 annual revenue of $135.9 million in 2023, a 44% increase over 2022. However, the company reported a net loss of $151.8 million in 2023, down only slightly from the $164 million net loss the company had in 2022.
While Lockheed Martin is currently Terran Orbital’s biggest customer, its future depends strongly on Rivada Space Networks, which awarded Terran Orbital a $2.4 billion contract in February 2023 to build 300 satellites for a broadband constellation. Work on that contract has been slow to start, and Terran Orbital reported recognizing only $6.9 million in revenue from the Rivada contract as of the end of 2023.
Shares in Terran Orbital closed at $1.29 May 2 but dropped sharply in after-hours trading, at one point falling below $1 before partially rebounding.
