As previously reported, on March 25, 2022, the former Terran Orbital Corporation went public through a de-SPAC transaction (the “De-SPAC”) with Tailwind Two Acquisition Corporation (which was renamed Terran Orbital Corporation) (“Terran” or the “Company”).
In connection with the De-SPAC, Terran and its largest stockholder, Lockheed Martin Corporation (“Lockheed Martin”), entered into a new Strategic Cooperation Agreement (the “Agreement”), which runs through 2035. Among other things, the Agreement entitled Lockheed Martin to appoint one director to the Board and one Board observer.
On March 4, 2024, the Company filed with the U.S. Securities and Exchange Commission a Form 8-K disclosing that it had adopted a stockholder rights plan, which implemented a poison pill (the “Rights Plan”). The Board adopted the Rights Plan following a non-binding proposal from Lockheed Martin on March 1, 2024 to acquire all outstanding shares of the Company’s common stock for cash. The Rights Plan would be triggered if a stockholder acquired “Beneficial Ownership” of 15% or more of the Company’s common stock in a transaction not approved by the Company’s Board of Directors. A stockholder was deemed to have “Beneficial Ownership” of any shares owned “by any other Person or any of such Person’s Affiliates or Associates with which such Person or any of such Person’s Affiliates or Associates is ... Acting in Concert [as defined in the Rights Plan].”
On March 6, 2024, Plaintiff Andrew Jones (“Plaintiff”) filed a Verified Class Action Complaint (“Complaint”) in the Delaware Court of Chancery (the “Court”), styled Andrew Jones v. Marc Bell, et al. and Terran Orbital Corporation, C.A. No. 2024-0218-KSJM (the “Action”). Among other things, the Complaint challenged the Rights Plan’s definition of and all references to “Acting in Concert” (the “Acting in Concert Provisions”).
On April 18, 2024, the Company filed with the U.S. Securities and Exchange Commission a Form 8-K disclosing that it had entered into an Amended and Restated Rights Agreement to remove the Acting in Concert Provisions.
On April 30, 2024, the Court entered a stipulated Order dismissing the Action as moot and retaining jurisdiction to determine Plaintiff’s counsel’s application for an award of attorneys’ fees and expenses (the “Dismissal Order”). The Dismissal Order was entered by the Court without a finding of wrongdoing by the Company, its directors, or anyone else.
Following entry of the Dismissal Order, and commencing prior to the Company’s acquisition by Lockheed Martin, the parties engaged in arm’s-length negotiations, pursuant to which the Company and/or its insurer(s) have agreed to pay Plaintiff’s counsel, on behalf of all Defendants, $500,000 in attorneys’ fees (inclusive of expenses) (the “Mootness Fee”) in full settlement for any claim by Plaintiff or Plaintiff’s counsel for an award of fees, costs, and expenses in connection with this Action.
The Court has not and will not pass judgment on the Mootness Fee.
