Terran Orbital Works Out Differences With Concerned Shareholders
Terran Orbital on Monday said it has reached agreement with a group of investors that had been seeking management and other changes, including the replacement of current CEO Marc Bell, although the only concrete change appears to be moving forward with filling a board seat that has been vacant since July 2022.
The concerned investor group, which owns just over 8% of the satellite manufacturer, also wanted the chairman and CEO roles to be separated, and for Terran to conduct a review of strategic alternatives. Bell is also the chairman.
Under the agreement, Terran said it will continue to work to enhance shareholder value and review corporate governance.
“The company remains committed to exploring a number of value creating initiatives as part of its ongoing strategic review process, including those related to the company’s operations, financial performance (including potential opportunities for cost reduction), and corporate governance, among others,” Terran said as part of its statement.
Bell described the agreement as “amicable” and that the company and the investor group are “holding hands” going forward.
“All agree we need to maximize shareholder value,” Bell told Defense Daily. Getting to that agreement was not easy, he said, adding that it came down to a reaching a point of “commonality” between the sides.
The investor group consists of Sophis Investments, Roark’s Drift, Tassos Recachinas, Joseph Roos, Jordi Puig-Suari, Roland Coelho, and Austin Williams. Puig-Suari, Coelho, and Williams co-founded Tyvak Nano-Satellite Systems, which was acquired by Terran a decade ago.
“We are pleased that we have aligned with Terran Orbital’s management team and board and appreciate the Company’s commitment to driving value enhancing initiatives in the best interest of all stockholders,” Recachinas, president and chief investment officer of Sophis Investments, said in a statement. “We also appreciate the constructive relationship we have developed with the company and look forward to working with the board, including filling the currently vacant board seat, as the company moves forward on its strategic initiatives.”
Last December, Terran disclosed it is formally reviewing its strategic alternatives, which include a potential sale of the company, an investment, going private, “or an alternative strategic relationship.” Lockheed Martin is an investor in Terran and a key customer, using the company’s satellite buses for spacecraft it is providing the Space Development Agency.
Bell said the review of strategic alternatives began before the dust-up with the concerned investor group. The review was first reported by the Wall Street Journal in December.
Terran’s board consists of eight members including six independent directors. The board’s governance committee will manage the search for a new independent member to fill the vacancy, which will bring the board to nine directors once filled. Bell said Terran’s management will “collaborate” with the investor group on the process.
The board seat became vacant when Anthony Previte, who co-founded Terran along with Bell, died.