TERRAN ORBITAL SC 13G / FP CREDIT PARTNERS GP II MANAGEMENT ownership change

TERRAN ORBITAL SC 13GTERRAN ORBITAL / FP CREDIT PARTNERS GP II MANAGEMENT ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Terran Orbital Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88105P 103

(CUSIP Number)

March 25, 2022

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)

Calculated based on an aggregate of (i) 137,295,455 shares of common stock outstanding as of March 25, 2022 as reported on the Issuer’s Form 8-K, filed on March 28, 2022, and (ii) 8,291,704 shares of common stock issuable upon exercise of warrants owned by the Reporting Persons, which have been added to the total shares of Class A Common Stock of the Issuer outstanding pursuant to Rule 13d-3(d)(3) under the Act.

(1)

(1)

(1)

(1)


Item 1(a).		Name of Issuer

		Terran Orbital Corporation (the “Issuer”)

Item 1(b).		Address of the Issuer’s Principal Executive Offices

		6800 Broken Sound Parkway, Suite 200, Boca Raton, Florida

Item 2(a).		Names of Persons Filing

		This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: (i) FP Credit Partners II, L.P. (“FP Credit II”) (ii) FP Credit Partners Phoenix II L.P. (“FP Phoenix II”) (iii) FP Credit Partners GP II, L.P. (the “GP”) (iv) FP Credit Partners GP II Management, LLC (the “UGP”) (v) Francisco Partners Management, L.P. (“FPM”)

Item 2(b).		Address of the Principal Business Office, or if none, Residence:

		One Letterman Drive Building C, Suite 410 San Francisco, CA 94129

Item 2(c).		Citizenship

		See responses to Item 4 on each cover page.

Item 2(d).		Title of Class of Securities

		Common Stock, par value $0.0001 per share (“Common Shares”).

Item 2(e).		CUSIP Number

		88105P 103

Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

		Not Applicable.

Item 4.		Ownership (a) Amount beneficially owned: See responses to Item 9 on each cover page. (b) Percent of Class: See responses to Item 11 on each cover page. (c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.


		(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. With respect to the reported securities: 12,911,661 Common Shares are held directly by FP Credit II, which include 7,907,863 Common Shares issuable on exercise of its warrants outstanding, and 626,720 Common Shares are held directly by FP Phoenix II, which include 383,841 Common Shares issuable on exercise of its warrants outstanding. The GP is the general partner of each of FP Credit II and FP Phoenix II. The UGP is the general partner of the GP. FPM serves as the investment manager for each of FP Credit II and FP Phoenix II. As a result, each of FPM, the UGP, and the GP may be deemed to share voting and dispositive power over the Common Shares held, but each disclaims beneficial ownership. Additionally, voting and disposition decisions at FPM with respect to the Common Shares reported herein are made by an investment committee. The members of the investment committee may be deemed to have or share beneficial ownership of the Common Shares held, but each member of the investment committee disclaims beneficial ownership of the Common Shares reported herein. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons are, or any member of FPM’s investment committee is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner(s) of any of the securities covered by this Statement.

Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group

		Not Applicable.

Item 9.		Notice of Dissolution of Group

		Not Applicable.

Item 10.		Certification

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: April 1, 2022						FP CREDIT PARTNERS II, L.P.

						By: FP Credit Partners GP II, L.P., its general partner
						By: FP Credit Partners GP II Management, LLC, its general partner

						/s/ Steve Eisner
						Name: Steve Eisner
						Title: General Counsel and Chief Compliance Officer

						FP CREDIT PARTNERS PHOENIX II L.P.

						By: FP Credit Partners GP II, L.P., its general partner
						By: FP Credit Partners GP II Management, LLC, its general partner

						/s/ Steve Eisner
						Name: Steve Eisner
						Title: General Counsel and Chief Compliance Officer

						FP CREDIT PARTNERS GP II, L.P.

						By: FP Credit Partners GP II Management, LLC, its general partner

						/s/ Steve Eisner
						Name: Steve Eisner
						Title: General Counsel and Chief Compliance Officer

						FP CREDIT PARTNERS GP II MANAGEMENT, LLC

						/s/ Steve Eisner
						Name: Steve Eisner
						Title: General Counsel and Chief Compliance Officer

						FRANCISCO PARTNERS MANAGEMENT, L.P.

						/s/ Steve Eisner
						Name: Steve Eisner
						Title: General Counsel and Chief Compliance Officer

EXHIBIT LIST


Exhibit A		Joint Filing Agreement, dated as of April 1, 2022

Names of Reporting Persons

FP Credit Partners II, L.P.

Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands