S-4
Merger registration
✓ VerifiedRocket Lab filed an S-4 to acquire Iridium for $27.00 cash plus stock per Iridium share, with the stock exchange ratio collared between 0.2400 and 0.4000, targeting completion in mid-2027.
Filed Aug 13, 2026 · 06:02 ET
Summary
- On June 28, 2026, Iridium entered into an Agreement and Plan of Merger with Rocket Lab, under which Merger Sub I will merge into Iridium and Iridium will become an indirect wholly owned subsidiary of Rocket Lab.
- Each share of Iridium Common Stock will convert into the right to receive $27.00 in cash plus a number of Rocket Lab shares equal to the Exchange Ratio.
- The Exchange Ratio is 0.4000 if the Rocket Lab Stock Price is at or below $67.50, $27.00 divided by the Rocket Lab Stock Price if between $67.50 and $112.50, and 0.2400 if at or above $112.50.
- Rocket Lab has a committed 364-day senior secured bridge term loan facility of $3.6 billion via Deutsche Bank AG New York Branch and Wells Fargo Bank, and completion is not conditioned on Rocket Lab receiving financing.
- Iridium would owe Rocket Lab a Termination Fee of $223,620,000 if the Merger Agreement is terminated in specified circumstances.
- The parties expect the Mergers to be completed in mid-2027, with an End Date of June 28, 2027 that can extend to September 28, 2027 and then December 28, 2027 for regulatory reasons.
Key facts
- Cash Consideration per share
- $27.00
From the filing for Cash Consideration per share
“each outstanding share of Iridium Common Stock, other than as specified in the Merger Agreement, will be converted into the right to receive (i) $27.00 in cash (the "Cash Consideration")”
- Exchange Ratio floor
- 0.4000
From the filing for Exchange Ratio floor
“if the Rocket Lab Stock Price (as defined below) is equal to or less than $67.50, then the Exchange Ratio will be 0.4000”
- Exchange Ratio cap
- 0.2400
From the filing for Exchange Ratio cap
“if the Rocket Lab Stock Price is equal to or greater than $112.50, then the Exchange Ratio will be 0.2400”
- Merger Agreement date
- June 28, 2026
From the filing for Merger Agreement date
“On June 28, 2026, Iridium Communications Inc., a Delaware corporation ("Iridium"), entered into an Agreement and Plan of Merger”
- Bridge Facility
- $3.6 billion
From the filing for Bridge Facility
“Bridge Facility refers to the committed 364-day senior secured bridge term loan facility in an aggregate principal amount of $3.6 billion pursuant to the Commitment Letter”
- Termination Fee
- $223,620,000
From the filing for Termination Fee
“Termination Fee refers to the $223,620,000 termination fee payable by Iridium to Rocket Lab if the Merger Agreement is terminated in specified circumstances”
- Expected completion
- mid-2027
From the filing for Expected completion
“Rocket Lab and Iridium currently expect the Mergers to be completed in mid-2027, subject to certain regulatory approvals”
- End Date
- June 28, 2027
From the filing for End Date
“End Date refers to June 28, 2027, as such date may be automatically extended”
Why it mattersThe filing registers the Rocket Lab shares to be issued in its cash-and-stock acquisition of Iridium, which would fold Iridium's satellite communications business into Rocket Lab as a wholly owned subsidiary and delist Iridium from Nasdaq.
- Filed
- Aug 13, 2026
- Accepted
- 2026-08-13 10:02Z
- Accession no.
- 0001753926-26-001452
- Size
- 3.4 MB
- Index
- Filing index