Logan Durant, Et Al. V. Maxar Technologies Inc., Et Al. 19-CV-00124-Class Action Complaint for Violation of the Federal Securiti
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Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 1 of 23 UNITED STATES DISTRICT COURT DISTRICT OF COLORADO Civil Action No. LOGAN DURANT, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. JURY TRIAL DEMANDED MAXAR TECHNOLOGIES INC., HOWARD L. LANCE, BIGGS PORTER, and MICHAEL B. WIRASEKARA, JR., Defendants. ______________________________________________________________________________ CLASS ACTION COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS ______________________________________________________________________________ Plaintiff Logan Durant (“Plaintiff”), individually and on behalf of all other persons similarly situated, by Plaintiff’s undersigned attorneys, for Plaintiff’s complaint against Defendants, alleges the following based upon personal knowledge as to Plaintiff and Plaintiff’s own acts, and information and belief as to all other matters, based upon, inter alia, the investigation conducted by and through Plaintiff’s attorneys, which included, among other things, a review of the Defendants’ public documents, conference calls and announcements made by Defendants, United States Securities and Exchange Commission (“SEC”) filings, wire and press releases published by and regarding Maxar Technologies Inc. (“Maxar” or the “Company”), analysts’ reports and advisories about the Company, and information readily obtainable on the Internet. Plaintiff believes that substantial evidentiary support will exist for the allegations set forth herein 1 Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 2 of 23 after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a federal securities class action on behalf of a class consisting of all persons other than Defendants who purchased or otherwise acquired Maxar securities between March 29, 2018 through January 7, 2019, both dates inclusive (the “Class Period”), seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials. 2. Maxar is a leading global provider of advanced space technology solutions for commercial and government markets including satellites, Earth imagery, geospatial data and analytics, at the nexus of the new space economy, developing and sustaining its infrastructure and delivering the products, services, systems and solutions. 3. Maxar was founded in 1969 and is based in Westminster, Colorado. Prior to 2017, Maxar was doing business under the name MacDonald, Dettwiler and Associates Ltd. (“MacDonald”), and the Company’s common shares traded on the Toronto Stock Exchange (“TSX”) under the ticker symbol “MDA.” During the second quarter of 2017, the Company successfully registered its common shares with the SEC and Maxar began trading as a dual-listed company on both the TSX and the New York Stock Exchange (the “NYSE”) under the symbol “MAXR”. 4. On October 5, 2017, MacDonald purchased DigitalGlobe, Inc. (“DigitalGlobe”), an American commercial vendor of space imagery and geospatial content. MacDonald purchased DigitalGlobe for $2.4 billion dollars and then rebranded itself as “Maxar Technologies Ltd.” As part of the purchase, the Company acquired DigitalGlobe’s satellites, called the “WorldView Legion”, including the WorldView-4 satellite (“WorldView-4”). 2 Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 3 of 23 5. WorldView-4 was acquired by GeoEye Inc. prior to its merger with DigitalGlobe in 2013. WorldView-4 was launched in November 2016 and generated revenues of approximately $85 million in fiscal year 2018. The satellite had a net book value of approximately $155 million, including related assets, as of December 31, 2018. 6. WorldView-4 is equipped with control moment gyros (“CMGs”), which are attitude control devices generally used in spacecraft attitude control systems.1 A CMG consists of a spinning rotor and one or more motorized gimbals that tilt the rotor’s angular momentum. As the rotor tilts, the changing angular momentum causes a gyroscopic torque that rotates the spacecraft. 7. On January 2, 2019, Maxar filed a Current Report on Form 8-K with the SEC (the “January 2 Form 8-K”). The January 2 Form 8-K announced that on January 1, 2019, Maxar Technologies Inc., a Delaware corporation (“Maxar U.S.”), became the ultimate parent company of Maxar Technologies Ltd., which existed under the laws of the Province of British Columbia (“Maxar Canada”). 8. Throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operational and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Maxar improperly inflated the value of its intangible assets, among other accounting improprieties; (ii) Maxar’s highly-valued WorldView-4 was equipped with CMGs that were faulty and/or ill-suited for their designed and intended purpose; and (iii) as a result, Maxar’s public statements were materially false and misleading at all relevant times. 1 “Attitude control” refers to control over a satellite’s orientation. 3 Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 4 of 23 9. On August 7, 2018, Spruce Point Capital Management (“Spruce Point”) published a research report regarding Maxar. The Spruce Point report alleged, in part, that Maxar “has pulled one of the most aggressive accounting schemes Spruce Point has ever seen to inflate Non-IFRS earnings by 79%”. Specifically, the report asserted that Maxar had used its acquisition of DigitalGlobe “to inflate [its] intangible assets” and had “amended its post-retirement benefit plan to book one-time gains” in a manner that “was not fully disclosed across its investor communications.” 10. Following publication of the Spruce Point report, Maxar’s stock price fell $5.97 per share, or 13.44%, to close at $38.44 on August 7, 2018. 11. Then, on January 7, 2019, Maxar disclosed that WorldView-4 experienced a failure in its CMGs, preventing the satellite from collecting imagery due to the loss of an axis of stability. It was further disclosed that WorldView-4 will likely not be recoverable and will no longer produce usable imagery. 12. Following this announcement, the Company’s stock price fell $5.69 per share, or 48.5%, over the following two trading sessions, to close at $6.03 per share on January 8, 2019. 13. As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages. JURISDICTION AND VENUE 14. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the Exchange Act (15 U.S.C. §§78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by the SEC (17 C.F.R. §240.10b-5). 4 Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 5 of 23 15. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §§ 1331 and Section 27 of the Exchange Act. 16. Venue is proper in this Judicial District pursuant to §27 of the Exchange Act (15 U.S.C. §78aa) and 28 U.S.C. §1391(b) as Maxar’s principal executive offices are located within this Judicial District. 17. In connection with the acts, conduct and other wrongs alleged in this Complaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including but not limited to, the United States mail, interstate telephone communications and the facilities of the national securities exchange. PARTIES 18. Plaintiff, as set forth in the attached Certification, acquired Maxar’s securities at artificially inflated prices during the Class Period and was damaged upon the revelation of the alleged corrective disclosures. 19. Defendant Maxar is a Delaware corporation with principal executive offices located at 1300 W. 120th Avenue, Westminster, Colorado 80234. Maxar’s common shares are dual-listed on the TSX and the NYSE under the symbol “MAXR”. 20. Defendant Howard L. Lance (“Lance”) has served at all relevant times as the Company’s President and Chief Executive Officer. Lance is also Chairman of the Company. 21. Defendant Biggs Porter (“Porter”) has served as an Executive Vice President and the Chief Financial Officer (“CFO”) of the Company since August 15, 2018. 22. Defendant Anil Wirasekara, Jr. (“Wirasekara”) served as the Company’s Interim CFO between February 2018 and August 15, 2018, and currently serves as an Executive Vice President of the Company. 5 Case 1:19-cv-00124-SKC Document 1 Filed 01/14/19 USDC Colorado Page 6 of 23 23. The Defendants referenced above in ¶¶ 20-22 are sometimes referred to herein as the “Individual Defendants.” 24. The Individual Defendants possessed the power and authority to control the contents of Maxar’ SEC filings, press releases, and other market communications. The Individual Defendants were provided with copies of the Company’s SEC filings and press releases alleged herein to be misleading prior to or shortly after their issuance and had the ability and opportunity to prevent their issuance or to cause them to be corrected. Because of their positions with the Company, and their access to material information available to them but not to the public, the Individual Defendants knew that the adverse facts specified herein had not been disclosed to and were being concealed from the public, and that the positive representations being made were then materially false and misleading. The Individual Defendants are liable for the false statements and omissions pleaded herein. SUBSTANTIVE ALLEGATIONS Background 25. Maxar is a leading global provider of advanced space technology solutions for commercial and government markets including satellites, Earth imagery, geospatial data and analytics, is at the nexus of the new space economy, developing and sustaining its infrastructure and delivering the products, services, systems and solutions that make it possible.