Iridium Communications Inc. has entered into an Agreement and Plan of Merger with Rocket Lab Corporation and its subsidiaries, as detailed in a filing dated September 15, 2026. The agreement, dated June 28, 2026, outlines a two-step transaction structure. First, Rocket Lab’s wholly owned subsidiary, Ion Merger Sub I, Inc., will merge with and into Iridium, with Iridium continuing as the surviving corporation. Following this, the surviving entity from the first merger will merge with and into Ion Merger Sub II, LLC, with Merger Sub II continuing as the surviving entity.
In connection with the merger, Iridium has entered into a Consent and Amendment No. 4 to its Amended and Restated Credit Agreement. This amendment modifies the terms of the existing credit facility to accommodate the transaction. Key changes include a provision that the merger will not constitute a Change of Control under the credit agreement, provided other conditions are met. Additionally, Rocket Lab USA, Inc. has agreed to provide a downstream guarantee of the credit agreement obligations at closing.
Financial terms of the credit amendment include an increase to the interest rate on term loans after the closing of the transaction. The applicable rate will be either SOFR plus a margin ranging from 2.50% to 3.00% or the base rate plus a margin ranging from 1.50% to 2.00%, based on the Company’s credit ratings. The amendment also introduces a prepayment premium of 1.00% for term loans subject to repricing and an exit fee of 1.00% on term loans prepaid after the first anniversary of the closing.
Investors are advised to read the definitive proxy statement and final prospectus, which were sent to stockholders beginning August 26, 2026, and filed with the SEC on that date. The document includes information regarding the proposed transaction and lists directors and officers of Iridium who may participate in the solicitation of votes.
