| COMPANY |
Terran Orbital Corporation |
| COURT |
United States District Court for the Southern District of Florida |
| CASE NUMBER |
24-cv-81191 |
| JUDGE |
The Hon. Robin Lee Rosenberg |
| CLASS PERIOD |
August 15, 2023 through August 14, 2024 |
| SECURITY TYPE |
Securities |
LEAD PLAINTIFF DEADLINE IS NOVEMBER 26, 2024.
If you have suffered losses and would like to discuss your rights, please fill out this form or you may contact Jonathan Naji, Esq. at (484) 270-1453 or via e-mail at info@ktmc.com.
Case Background:
In February 2023, Terran announced that its wholly owned subsidiary Tyvak Nano-Satellite Systems, Inc. had been awarded a $2.4 billion contract from Rivada Space Networks GmbH (“Rivada”) to produce a total of 300 satellites for Rivada (the “Rivada Contract”). On May 1, 2024, Lockheed Martin Corporation (“Lockheed”) made a non-binding offer to acquire all of Terran’s outstanding common stock for $1.00 per share in cash (the “Initial Buyout Offer”).
On November 14, 2023, during pre-market hours, Terran issued a press release disclosing that “[d]ue to the delay and uncertainty regarding the timing of performance related to our contract with Rivada versus our original expectations, we are removing any further revenue contribution from this contract in our current year forecast.” On this news, the price of Terran common stock declined $0.036 per share, or approximately 4.8%, from a close of $0.748 per share on November 13, 2023, to close at $0.7120 per share on November 14, 2023.
On December 11, 2023, during pre-market hours, Terran announced that “Terran . . . is conducting a formal review of strategic alternatives to maximize shareholder value . . ., which may include an investment, sale of the Company, ‘take private’ transaction or an alternative strategic relationship.” On this news, the price of Terran common stock declined $0.305 per share, or approximately 29.6%, from a close of $1.03 per share on December 8, 2023, to close at $0.7250 per share on December 11, 2023.
On May 2, 2024, after the market closed, Lockheed announced that, “[o]n April 30, 2024, [it] notified [Terran] that it was withdrawing the [Initial Buyout Offer].” On this news, the price of Terran common stock declined $0.22 per share, or approximately 17.05%, from a close of $1.29 per share on May 2, 2024, to close at $1.07 per share on May 3, 2024.
On August 12, 2024, Terran announced its second quarter 2024 financial results and revealed that the company had only $14.6 million in cash and debt of approximately $300 million as of June 30, 2024, as well as that it had removed the Rivada Contract from its backlog, thereby reducing the company’s total backlog by over 88% from $2.7 billion to a mere $312.7 million as of June 30, 2024. On this news, the price of Terran common stock declined $0.06 per share, or approximately 8.45%, from a close of $0.71 per share on August 9, 2024, to close at $0.65 per share on August 12, 2024.
On August 15, 2024, before the market opened, Terran and Lockheed issued a joint press release and announced that they had entered into a definitive agreement whereby Lockheed would acquire Terran for $0.25 per share in cash. The sale price was well below the (1) $0.40 per share price at which the company’s stock had closed the day prior, and (2) the $1.00 per share price that Lockheed had offered in its Initial Buyout Offer. On this news, the price of Terran common stock declined $0.157 per share, or approximately 39.25%, from a close of $0.40 per share on August 14, 2024, to close at $0.2430 per share on August 15, 2024.
After the Class Period, on September 9, 2024, Terran announced that the reason Lockheed had withdrawn the Initial Buyout Offer, and was only willing to offer $0.25 per share in cash to acquire Terran, was because Terran had long suffered from severe liquidity challenges and was on the verge of bankruptcy.
The complaint alleges that, throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the company’s business, operations, and prospects. Specifically, Defendants misrepresented and/or failed to disclose that: (1) it would take much longer than Defendants had represented to investors and analysts for Terran to convert its contracts with its customers into revenue and free cash flow; (2) Terran did not have adequate liquidity to operate its business while waiting for its customer contracts to generate revenue and free cash flow; (3) Terran had concealed the true scope and severity of its dire financial situation; (4) Terran overstated the availability and viability of adequate strategic alternatives to the Initial Buyout Offer; and (5) as a result, Defendants’ statements about the company’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.
What is a Lead Plaintiff?
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Filling out the online form above or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case. Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.