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Merger communication
✓ VerifiedIridium signed Amendment No. 4 to its credit agreement on September 15, 2026, so its merger with Rocket Lab will not trigger a change of control and its term loans can remain outstanding after closing.
Filed Sep 15, 2026 · 02:31 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 merger will 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 obligations under the Credit Agreement by Rocket Lab USA, Inc., Rocket Lab's primary operating subsidiary, at the closing of the Transaction.
- From and after closing, the interest rate on outstanding term loans increases to SOFR plus a margin ranging from 2.50% to 3.00%, or base rate plus a margin ranging from 1.5% to 2.00%, based on the Company's credit ratings.
- The amendment adds a 1.00% prepayment premium applicable only in a repricing transaction and a 1.00% exit fee applicable after the first anniversary of closing.
- The underlying merger with Rocket Lab dated June 28, 2026 involves Merger Sub I merging into Iridium, followed by a second merger into Merger Sub II, with Iridium becoming an indirect wholly owned subsidiary of Rocket Lab.
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 agent
- Deutsche Bank AG New York Branch
From the filing for Administrative agent
“the lenders party thereto (the "Lenders") and Deutsche Bank AG New York Branch, as administrative agent and collateral agent”
- SOFR margin
- SOFR plus 2.50% to 3.00%
From the filing for SOFR margin
“increase the interest rate applicable to the terms loans outstanding under the Credit Agreement to a per annum rate of (a) SOFR plus an interest rate margin that ranges from 2.50% to 3.00%”
- Base rate margin
- base rate plus 1.5% to 2.00%
From the filing for Base rate margin
“(b) base rate plus an interest rate margin that ranges from 1.5% to 2.00%, in each case, based on the Company's credit ratings”
- Prepayment premium
- 1.00% of term loans subject to repricing
From the filing for Prepayment premium
“provide for a prepayment premium, applicable only in the case of a repricing transaction (and in any event, not in the case of a change of control or transformative transaction), in an amount equal to 1.00% of term loans subject to such repricing transaction”
- Exit fee
- 1.00% of term loans prepaid
From the filing for 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”
- Guarantor
- Rocket Lab USA, Inc.
From the filing for Guarantor
“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”
- 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 lender consent removes a change of control obstacle to the Rocket Lab merger and lets Iridium's existing term loans remain in place after closing, with revised pricing and fees taking effect only upon consummation.
- Filed
- Sep 15, 2026
- Accepted
- 2026-09-15 06:31Z
- Accession no.
- 0000950103-26-013946
- Size
- 1.7 MB
- Index
- Filing index