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In Re Neustar, Inc. Securities Litigation 14-CV-00885

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In Re Neustar, Inc. Securities Litigation 14-CV-00885 Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 1 of 72 Page ID# 229 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION IN RE NEUSTAR, INC. SECURITIES Case No. 14-CV-00885 JCC TRJ LITIGATION CONSOLIDATED AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 2 of 72 Page ID# 230 TABLE OF CONTENTS 1. NATURE OF THE ACTION ............................................................................. 1 II. JURISDICTION AND VENUE ......................................................................... 5 III. PARTIES ............................................................................................................ 6 A. Lead Plaintiff ............................................................................................. 6 B. Defendants ................................................................................................. 6 C. Relevant Non-Party.................................................................................... 8 IV. FACTUAL BACKGROUND AND SUBSTANTIVE ALLEGATIONS .......... 8 A. Number Portability and Neustar's Longstanding Role as the Sole Local Number Portability Administrator................................. B. Telcordia Successfully Petitions the FCC to Reintroduce Competition to Number Portability Administration, Threatening Neustar's Monopoly Profits ........................ 12 C. The NAPM Unexpectedly Extends the Deadline for Competing Bidders to Submit Proposals, Putting Neustar's Competitive Standing at Significant Risk ................................. 15 D. The NAPM Unexpectedly Delays the Timeline for the Selection Process, Heightening Investor Concerns About Neustar's Competitive Standing ..................................... 18 E. The NAPM Initiates a Best and Final Offer Process for Neustar and Telcordia to Submit Their Most Competitive Proposals................................................ 18 F. Defendants, Knowing Neustar Has Been Outbid By Telcordia, Secretly Submit an Unsolicited Revised BAFO and Repeatedly Ask FoNPAC to Reopen the Bidding Process ........................................... 19 G. Price Was the Determining Factor Separating the Neustar and Telcordia BAFOs, and the Price Difference Alone Justified Selecting Telcordia......................................... 20 H. Defendant Hook Breaches Protocol and Appeals Directly to the Chairman of the FCC........................................... 23 Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 3 of 72 Page ID# 231 I. Defendants Belatedly Reveal Part of Their Secret Efforts to Edge Out Telcordia .......................... 25 J. Defendants Continue to Scramble to Avoid Losing the NPAC Contracts to Telcordia ............................ 25 K. The NANC Unanimously Recommends That the FCC Select Telcordia as Sole LNPA...................... 28 L. The NANC Recommendation Leads Neustar to Consider Selling Itself to a Private Equity Firm................... 29 V. DEFENDANTS' MATERIALLY FALSE AND MISLEADING STATEMENTS AND OMISSIONS OF MATERIAL FACT ...... 30 A. April 18, 2013 "Statement" on Extension of RFP Submission Deadline ............................... 30 B. May 2, 2013 First Quarter Press Release and Conference Call....................................... 32 C. July 30, 2013 Second Quarter Conference Call .................... 34 D. October 30, 2013 Third Quarter Press Release and Conference Call....................................... 36 VI. THE TRUTH BEGINS TO EMERGE .......................................... 38 A. January 29, 2014 Partially Corrective "Update" and Conference Call ............................................ 38 B. Continued Material Misstatements in the April 16, 2014 First Quarter Press Release and Conference Call ................. 41 C. The NANC's Recommendation of Telcordia Over Neustar Is Revealed, Fully Correcting the Market ............... 44 VII. ADDITIONAL INDICIA OF SCIENTER .................................... 45 VIII. THE STATUTORY SAFE HARBOR AND BESPEAKS CAUTION DOCTRINE ARE INAPPLICABLE .......................... 51 IX. LOSS CAUSATION...................................................................... 52 X. CONTROLLING PERSON ALLEGATIONS .............................. 53 XI. CLASS ACTION ALLEGATIONS .............................................. 54 11 Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 4 of 72 Page ID# 232 XII. LEAD PLAINTIFF AND CLASS MEMBERS ARE ENTITLED TO A PRESUMPTION OF RELIANCE ........................... 57 XIII. CAUSES OF ACTION ........................................................................... 59 COUNT I Asserted Against Defendant Neustar for Violations of Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule lOb-S Promulgated Thereunder................... 59 COUNT II Asserted Against the Individual Defendants for Violations of Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule lOb-S Promulgated Thereunder................... 62 COUNT III Asserted Against the Individual Defendants for Violations of Section 20(a) of the Securities Exchange Act of 1934 ..... 66 XIV. PRAYER FOR RELIEF ......................................................................... 67 XV. JURY DEMAND .................................................................................... 68 111 Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 5 of 72 Page ID# 233 Court-appointed Lead Plaintiff Indiana Public Retirement System ("Lead Plaintiff' or "INPRS"), by and through its undersigned counsel, alleges the following individually and on behalf of a class of all persons and entities that purchased or otherwise acquired the publicly traded securities of Neustar, Inc. ("Neustar" or the "Company") between April 19, 2013 and June 6, 2014, inclusive (the "Class Period" and the "Class," as further defined herein), upon information and belief, except as to those allegations concerning Lead Plaintiff, which are alleged upon personal knowledge. Lead Plaintiff's allegations are based upon the investigation of its counsel, which included a review of reports filed by Neustar with the U.S. Securities and Exchange Commission ("SEC"); press releases and other public statements issued by Neustar; documents filed by Neustar, Telcordia Technologies, Inc. d/b/a iconectiv ("Telcordia"), and others with the Federal Communications Commission ("FCC"); securities analysts' reports about Neustar; media and news reports related to Neustar; data and other information concerning Neustar securities; and other publicly available information concerning the Company and the Individual Defendants (as defined below); as well as discussions with consulting experts. Lead Plaintiff believes that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. I. NATURE OF THE ACTION 1. This securities class action concerns a high-stakes competition between an incumbent and a challenger to be selected by the FCC to serve as the next Local Number Portability Administrator ("LNPA"). Number portability emerged in the late 1990s and enables telephone customers to retain their phone number in the same location if they switch telephone service providers. The LNPA manages the Number Portability Administration Center ("NPAC"), a large central data registry that includes essentially all of the wireline and wireless Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 6 of 72 Page ID# 234 telephone numbers in the United States, and allows numbers to be ported from one service provider to another. 2. Since 1997, when the NPAC was implemented, Neustar has been the sole LNPA for the United States. Neustar's monopoly over number portability administration has been increasingly lucrative. In 2013, Neustar generated more than $440 million—nearly half of its annual revenue—from its NPAC Contracts, and enjoys remarkable profit margins, exceeding 60 percent, on these high technology services. Beginning in 2007, after telecommunications companies began to voice concerns about the cost and structure of the NPAC Contracts, Telcordia, a leading competitor of Neustar, successfully petitioned the FCC to conduct the first competitive bidding process for number portability administration since 1996. The FCC directed the North American Numbering Council (the "NANC"), the federal advisory committee that advises the FCC on telephone numbering issues, to make a recommendation to the FCC as to which bidder to select as the next LNPA starting in July 2015. 3. This case is about Defendants' materially false and misleading statements regarding Neustar's competitive standing in the selection process and the significant and increasing risk that the Company, after 17 years as the sole LNPA, would lose the NPAC Contracts to Telcordia. 4. Given the Company's sole and incumbent status and the importance and complexity of NPAC administration, Defendants initially believed that the FCC would once again renew Neustar's NPAC Contracts. Neustar, in fact, nearly avoided having to compete for the NPAC Contracts at all, after Telcordia apparently failed to meet the submission requirements by the April 2013 deadline. The deadline was subsequently extended by two weeks, however, after Neustar submitted its confidential proposal, to allow competing bidders to participate. 2 Case 1:14-cv-00885-JCC-TRJ Document 23 Filed 11/06/14 Page 7 of 72 Page ID# 235 Defendants complained bitterly to the
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