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Merger communication

✓ VerifiedIridium closed its acquisition of the remaining 61% of Aireon for about $366.7 million, with 50% paid in cash and $183.36 million deferred as a no-interest seller loan due in one year.

Summary

  • On July 2, 2026, Iridium completed its acquisition of the remaining 61% of Aireon Holdings LLC that it did not already own from NAV CANADA, the Irish Air Navigation Service, ENAV S.P.A., Naviair Surveillance A/S, NATS (Services) Limited and affiliates, giving it full indirect ownership of Aireon and Aireon LLC.
  • The aggregate purchase price was approximately $366.7 million, of which 50% 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 original aggregate principal amount of $175 million and a current balance of $154.7 million and maturity of October 10, 2028, will be consolidated with Iridium, and Iridium provided an unsecured Parent Guaranty of that debt.
  • The Aireon Term Loans bear interest at a SOFR-based rate plus 6.25% or a base rate plus 5.25%, and the facility requires a consolidated total leverage ratio of not more than 5.0 to 1.0.
  • In connection with Rocket Lab's agreed acquisition of Iridium under a June 28, 2026 Merger Agreement, the Compensation Committee approved cash retention awards of $409,999.98 for CFO Vincent J. O'Neill and $873,036.32 for Chief Legal Officer Kathleen A. Morgan.
  • The retention awards pay 60% on the Merger Closing Date and 40% on the six-month anniversary, subject to continued employment.
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, of which 50% was paid in cash
Seller deferred loan
$183.36 million term loan, no interest, one year maturity
From the filing for Seller deferred 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
Term Loan interest margins
SOFR plus 6.25% or base rate plus 5.25%
From the filing for Term Loan interest margins
either (i) a SOFR-based rate plus a margin of 6.25% or (ii) a base rate plus a margin of 5.25%
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
Retention awards
$409,999.98 and $873,036.32
From the filing for Retention awards
Vincent J. O'Neill, Chief Financial Officer: $409,999.98; and · Kathleen A. Morgan, Chief Legal Officer and Corporate Secretary: $873,036.32.

Iridium now fully owns Aireon, the space-based aircraft surveillance operator that uses payloads on the Iridium NEXT constellation, and consolidates Aireon's debt. The retention awards are tied to Rocket Lab's pending acquisition of Iridium under the June 28, 2026 Merger Agreement.

Filed
Jul 7, 2026
Accepted
2026-07-07 21:13Z
Accession no.
0001104659-26-081339
Size
2.9 MB