424B3
Prospectus
✓ VerifiedRocket Lab will acquire Iridium for $27.00 cash plus Rocket Lab stock per Iridium share, with Iridium stockholders voting on the merger at a September 24, 2026 special meeting.
Filed Aug 26, 2026 · 16:18 ET
Summary
- On June 28, 2026, Iridium Communications Inc. entered into a merger agreement with Rocket Lab Corporation under which Iridium will become an indirect wholly owned subsidiary of Rocket Lab.
- Each Iridium share will convert into $27.00 in cash plus a number of Rocket Lab shares set by an Exchange Ratio of 0.4000 if the Rocket Lab Stock Price is $67.50 or less, $27.00 divided by the price if between $67.50 and $112.50, or 0.2400 if $112.50 or greater.
- Iridium is holding a virtual special meeting at 8:30 a.m. Eastern Time on September 24, 2026, with a record date of August 21, 2026, requiring approval by holders of a majority of outstanding Iridium shares.
- The Iridium Board unanimously approved the merger and recommends stockholders vote FOR the Merger Agreement Proposal.
- Rocket Lab has a committed 364-day senior secured bridge term loan facility of $3.6 billion under a Commitment Letter with Deutsche Bank and Wells Fargo to finance the transaction.
- A termination fee of $223,620,000 is payable by Iridium to Rocket Lab if the Merger Agreement is terminated in specified circumstances, and the End Date is June 28, 2027, extendable to September 28, 2027 and December 28, 2027.
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")”
- 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”
- Exchange Ratio floor and cap
- 0.4000 / 0.2400
From the filing for Exchange Ratio floor and cap
“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”
- Special meeting date
- September 24, 2026
From the filing for Special meeting date
“Iridium is holding a special meeting of its stockholders on September 24, 2026, to vote on the proposal necessary to complete the Mergers”
- Record date
- August 21, 2026
From the filing for Record date
“The Iridium Board has fixed the close of business on August 21, 2026, as the record date”
- Bridge facility
- $3.6 billion
From the filing for Bridge facility
“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”
- 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 sets terms and the stockholder vote for Rocket Lab's acquisition of Iridium, which would combine Rocket Lab's launch and space systems with Iridium's satellite communications network and remove Iridium from Nasdaq.
- Filed
- Aug 26, 2026
- Accepted
- 2026-08-26 20:18Z
- Accession no.
- 0001753926-26-001639
- Size
- 3.0 MB
- Index
- Filing index