Group of Concerned Investors in Terran Orbital Call For Immediate Separation of Chairman and CEO Roles at Company and Installation of New Highly Qualified CEO

Rhea-AI Summary

Terran Orbital Corp. (LLAP) faces a call for urgent board and management changes from a concerned investor group, citing serious lack of controls at the company and conflicting statements. LLAP's stock price has dropped nearly 30% following defamatory statements by the Chairman & CEO, Marc Bell.

Follows Spate of Materially Misguided, Crude, and Defamatory Statements Recently Made by LLAP’s Chairman & CEO Marc Bell

Conflicting Statements in Wall Street Journal, SEC Filings, TechCrunch, and Employee Communications Highlight Serious Lack of Controls at Company and Board’s Inability to Provide Management Oversight

Believes Urgent Board and Management Changes are Required to Remediate Self-Inflicted Harm, Drive Share Price Appreciation, Minimize Operational Risk, Optimize Long-Term Stockholder Value and Restore Market Credibility

Notes Terran’s Board Continues to Ignore Numerous Meeting Requests

Urges Board to Form New Committee of Independent and Disinterested Directors That Do Not Report to Marc Bell to Oversee Strategic Review and Meet With Concerned Investor Group

NEW YORK--(BUSINESS WIRE)-- A group of concerned investors (the “Concerned Investor Group”) in Terran Orbital Corp. (NYSE: LLAP) (“Terran” or the “Company”) comprised of Sophis Investments LLC, Roark’s Drift LLC, and Tyvak Nano-Satellite Systems’ Co-Founders, Jordi Puig-Suari, Roland Coelho and Austin Williams, today issued a statement reiterating its call for Terran’s Board of Directors (the “Board”) to immediately separate the roles of Chairman and Chief Executive Officer following Marc Bell’s recent spate of materially misguided, crude, and defamatory statements, as well as a series of highly conflicting articles and statements, resulting in LLAP’s stock price losing nearly 30% of its value in one day.¹ The Concerned Investor Group, together with certain affiliates, beneficially owns 16,581,465 shares of common stock of the Company, representing approximately 8.4% of the shares outstanding.

“As aligned long-term stockholders, experienced Aerospace & Defense investors, and former Company executives, we care deeply about Terran and its long-term prospects and wish to protect and maximize the material value we believe is embedded within Terran. However, the events over the past 24 hours have made it abundantly clear to us that Marc Bell is not fit to be CEO of Terran.

“Over the past 24 hours, The Wall Street Journal published an article that Terran was exploring a sale of the Company, according to unnamed sources, which was seemingly confirmed by the Company in a filing with the Securities and Exchange Commission later that morning² and in a series of Mr. Bell’s tweets. Later that day, in an all-employee meeting, Mr. Bell stated, as reported by TechCrunch, that the Company was indeed not for sale. When the market closed on December 11^th, Terran’s stock price had lost nearly 30% of its value from the day before.³

“Making matters worse, Mr. Bell has boasted about suing a dissenting shareholder, threatened to file additional lawsuits, and referred to members of the Concerned Investor Group as “idiots” according to an article published by TechCrunch,⁴ and used crude language and lamenting Terran’s languishing stock price in his recent Twitter posts.

“Accordingly, we reiterate our call for Terran’s Board to immediately separate the role of CEO and Chairman and install a new CEO with demonstrable industry experience and a track record of outperformance, who can turn around the operational, cultural, and capital allocation issues plaguing the Company. We believe that a new CEO, namely our identified CEO candidate--who, for the avoidance of doubt is not a former employee of the Company—will help Terran to attract the needed capital on favorable terms, minimizing future dilution to stockholders and providing prospective customers and employees with the confidence to conduct business with the Company going forward. In addition, we believe, if installed, our CEO candidate would attract and retain additional world class talent. Mr. Bell has also stated publicly that Jefferies is ‘exploring all possibilities,’ though this cannot be true without engaging with our CEO candidate and the Concerned Investor Group.

The TechCrunch article also states that “Bell told staff that if the board (which he chairs) decided on a take-private deal, Bell and a business partner would buy the company themselves.” We believe this presents a major conflict of interest. The Concerned Investor Group further believes that any strategic review should be evaluated solely by a newly formed committee of disinterested and independent directors that do not report to Mr. Bell. The Concerned Investor Group further reiterates that, as previously stated on multiple occasions, any strategic review should only be undertaken after the Company has been stabilized and leadership is reconstituted, or else it risks a tarnished process and suboptimal outcome for shareholders.

Given the Concerned Investor Group’s strong belief that the current Board lacks the ability to provide proper oversight of management and the letter Mr. Bell sent to all employees on December 11^th is material to all stockholders, an excerpt therefrom as published by TechCrunch, has been reproduced here:

“As for shareholder criticism the whole thing is a joke,” [Bell] says in the email. “Forget that the board and management has over 30 million shares (they have 16 million) but we have polled investors casually and over 100 million shares say they approve of the direction we are taking and fully support us. We also have 100% support of the board. The company recently sued one of the Sophis idiots and we will be suing them all in due course. They will eventually go away.”

Links to TechCrunch’s recent coverage of this situation can be found here:

https://techcrunch.com/2023/12/11/terran-orbital-ceo-tells-staff-it-is-not-looking-for-a-buyer/

https://techcrunch.com/2023/11/27/terran-orbital-sues-former-cto-who-joined-call-for-leadership-shake-up/

For additional information, please visit: www.llapvalue.com.

Olshan Frome Wolosky LLP is serving as legal counsel to the Concerned Investor Group.

About the Concerned Investor Group

The Concerned Investor Group is comprised of Sophis Investments LLC, Roark’s Drift LLC, and Tyvak Nano-Satellite Systems’ Co-Founders, Jordi Puig-Suari, Roland Coelho and Austin Williams and certain affiliates thereof. Sophis Investments LLC is a supportive, long-term investor and seeks to establish constructive dialogues with issuers as appropriate. The Concerned Investor Group, together with affiliates, beneficially owns 16,581,465 shares of common stock of the Company, representing approximately 8.4% of the shares outstanding.

_______________________________

¹ Bloomberg
² https://www.sec.gov/ix?doc=/Archives/edgar/data/1835512/000095017023069209/llap-20231206.htm
³ Bloomberg
⁴ https://techcrunch.com/2023/12/11/terran-orbital-ceo-tells-staff-it-is-not-looking-for-a-buyer/

View source version on businesswire.com: https://www.businesswire.com/news/home/20231212116457/en/

For Media

Nathaniel Garnick

Gasthalter & Co.

(212) 257-4170

LLAPvalue@gasthalter.com

For Investors

Tassos Recachinas

Sophis Investments LLC

(212) 572-6360

contact@LLAPvalue.com

Source: On behalf of The Concerned Investor Group

FAQ

What is the concern of the concerned investor group regarding Terran Orbital Corp. (LLAP)?

The concerned investor group is calling for urgent board and management changes, citing a serious lack of controls at the company and conflicting statements.

What is the impact of recent statements by LLAP's Chairman & CEO, Marc Bell, on the stock price?

LLAP's stock price has lost nearly 30% of its value in one day following defamatory statements by Marc Bell.

How much of the company's shares does the concerned investor group own?

The concerned investor group, along with certain affiliates, beneficially owns 16,581,465 shares of common stock of the Company, representing approximately 8.4% of the shares outstanding.