8-KCurrent report
Material agreement
✓ VerifiedIridium signed Consent and Amendment No. 4 to its credit agreement on September 15, 2026, so its merger with Rocket Lab will not count as a Change of Control and term loans can stay outstanding after closing.
Filed Sep 15, 2026 · 02:05 ET
Summary
- On September 15, 2026, Iridium entered into the Consent and Amendment No. 4 to Amended and Restated Credit Agreement with Iridium Holdings LLC, Iridium Satellite LLC as borrower, the Lenders, and Deutsche Bank AG New York Branch as administrative and collateral agent.
- The amendment provides that the Rocket Lab Transaction shall not constitute a Change of Control under the Credit Agreement and that the requisite lenders expressly consent to the Transaction.
- It provides for a downstream guarantee of the Credit Agreement obligations by Rocket Lab USA, Inc., Rocket Lab's primary operating subsidiary, at closing of the Transaction.
- Solely after closing, the interest rate on term loans increases to SOFR plus a margin of 2.50% to 3.00% or base rate plus 1.5% to 2.00%, based on the Company's credit ratings.
- Solely after closing, the amendment adds a 1.00% prepayment premium for repricing transactions and a 1.00% exit fee applying after the first anniversary of closing.
- The term loans outstanding under the Credit Agreement are permitted to remain outstanding after closing of the Transaction.
Key facts
- Amendment date
- September 15, 2026
From the filing for Amendment date
“On September 15, 2026, the Company entered into the Consent and Amendment No. 4 to Amended and Restated Credit Agreement”
- Administrative and collateral agent
- Deutsche Bank AG New York Branch
From the filing for Administrative and collateral agent
“the lenders party thereto (the "Lenders") and Deutsche Bank AG New York Branch, as administrative agent and collateral agent”
- Change of Control treatment
- shall not constitute a "Change of Control"
From the filing for Change of Control treatment
“provide that the Transaction shall not constitute a "Change of Control" under the Credit Agreement”
- Rocket Lab guarantee
- downstream guarantee by Rocket Lab USA, Inc.
From the filing for Rocket Lab guarantee
“provide for a downstream guarantee of the obligations under the Credit Agreement by Rocket Lab USA, Inc., Rocket Lab's primary operating subsidiary, at the closing of the Transaction”
- SOFR margin range
- SOFR plus 2.50% to 3.00%
From the filing for SOFR margin range
“a per annum rate of (a) SOFR plus an interest rate margin that ranges from 2.50% to 3.00%”
- Base rate margin range
- base rate plus 1.5% to 2.00%
From the filing for Base rate margin range
“(b) base rate plus an interest rate margin that ranges from 1.5% to 2.00%”
- Prepayment premium and exit fee
- 1.00%
From the filing for Prepayment premium and exit fee
“provide for an exit fee, which applies after the first anniversary of the closing of the Transaction, in an amount equal to 1.00% of term loans prepaid”
- Merger Agreement date
- June 28, 2026
From the filing for Merger Agreement date
“entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 28, 2026, with Rocket Lab Corporation”
Why it mattersThe amendment removes a Change of Control obstacle to the Rocket Lab merger by obtaining lender consent and letting Iridium's term loans survive closing, with new pricing and fees taking effect only after the Transaction closes.
- Filed
- Sep 15, 2026
- Accepted
- 2026-09-15 06:05Z
- Period
- Sep 15, 2026
- Accession no.
- 0000950103-26-013945
- Size
- 2.1 MB
- Index
- Filing index