8-KCurrent report
Material agreement
✓ VerifiedIridium completed its acquisition of the remaining 61% of Aireon for approximately $366.7 million, paying 50% in cash and deferring the rest via a $183.36 million interest-free seller loan.
2.03 New financial obligation5.02 Officer or director change7.01 Reg FD disclosure
Filed Jul 7, 2026 · 17:11 ET
Summary
- On July 2, 2026, Iridium, through subsidiary Iridium Monitor Holdings LLC, acquired the remaining 61% of Aireon Holdings LLC that it did not already own for an aggregate purchase price of approximately $366.7 million.
- 50% of the purchase price was paid in cash at closing and the remainder was deferred through a $183.36 million term loan from the Sellers that bears no interest and matures one year after the closing date.
- Aireon LLC's existing credit facility, with an aggregate principal balance of $154.7 million on Term Loans maturing October 10, 2028, will be consolidated with Iridium, and Iridium provided an unsecured Parent Guaranty of those obligations.
- The Aireon Credit Agreement requires a consolidated total leverage ratio of not more than 5.0 to 1.0 and bears interest at a SOFR-based rate plus 6.25% or a base rate plus 5.25%.
- In connection with Iridium's pending acquisition by Rocket Lab under the June 28, 2026 Merger Agreement, cash retention awards were granted to two named executive officers: Vincent J. O'Neill ($409,999.98) and Kathleen A. Morgan ($873,036.32).
- Aireon will operate as a wholly owned subsidiary with Don Thoma continuing as CEO reporting to Iridium CEO Matt Desch.
Key facts
- Aireon stake acquired
- remaining 61%
From the filing for Aireon stake acquired
“completed its previously announced acquisition of the remaining 61% of equity interests in Aireon Holdings LLC”
- Aggregate purchase price
- approximately $366.7 million
From the filing for Aggregate purchase price
“The aggregate purchase price payable to the Sellers was approximately $366.7 million”
- Seller term loan
- $183.36 million term loan, bearing no interest
From the filing for Seller term loan
“the Sellers provided Iridium Monitor Holdings with a $183.36 million term loan, bearing no interest, and maturing one year following the Aireon Closing Date”
- Aireon Term Loans balance
- $154.7 million
From the filing for Aireon Term Loans balance
“As of the date hereof, the aggregate principal balance of the Term Loans is $154.7 million.”
- Aireon facility maturity
- October 10, 2028
From the filing for Aireon facility maturity
“secured term loans in the original aggregate principal amount of $175 million (the "Term Loans") with a scheduled maturity date of October 10, 2028”
- Leverage covenant
- 5.0 to 1.0
From the filing for Leverage covenant
“a consolidated total leverage ratio, as defined in the Aireon Credit Agreement, of not more than 5.0 to 1.0”
- CFO retention award
- Vincent J. O'Neill, Chief Financial Officer: $409,999.98
From the filing for CFO retention award
“Vincent J. O'Neill, Chief Financial Officer: $409,999.98”
- CLO retention award
- Kathleen A. Morgan: $873,036.32
From the filing for CLO retention award
“Kathleen A. Morgan, Chief Legal Officer and Corporate Secretary: $873,036.32”
Why it mattersIridium now owns all of Aireon, operator of the only space-based ADS-B air traffic surveillance system, and consolidates its debt while proceeding under a pending merger with Rocket Lab.
- Filed
- Jul 7, 2026
- Accepted
- 2026-07-07 21:11Z
- Period
- Jul 2, 2026
- Accession no.
- 0001104659-26-081335
- Size
- 3.7 MB
- Index
- Filing index