Iridium Communications Inc. filed an 8-K on September 15, 2026, disclosing that it entered into Amendment No. 4 to its Amended and Restated Credit Agreement to address the pending merger with Rocket Lab Corporation.

Key Highlights

  • Fourth Amendment executed: Iridium entered into the Consent and Amendment No. 4 to its Amended and Restated Credit Agreement on September 15, 2026, with Deutsche Bank AG New York Branch serving as administrative agent and collateral agent.
  • No change of control: The amendment provides that the Transaction shall not constitute a "Change of Control" under the Credit Agreement, allowing outstanding term loans to remain in place after closing.
  • Rocket Lab guarantee: At closing, Rocket Lab USA, Inc., Rocket Lab's primary operating subsidiary, will provide a downstream guarantee of the obligations under the Credit Agreement.
  • Post-closing interest rate increase: After the Transaction closes, the applicable rate on outstanding term loans will increase to SOFR plus a margin of 2.50% to 3.00%, or base rate plus a margin of 1.50% to 2.00%, based on the company's credit ratings.
  • Prepayment premium and exit fee: A 1.00% prepayment premium applies in the case of a repricing transaction, and a 1.00% exit fee applies to term loans prepaid after the first anniversary of the Transaction closing, each effective only after closing.
  • Proxy statement effective: The Registration Statement on Form S-4 was declared effective on August 26, 2026, and the definitive proxy statement/final prospectus was sent to Iridium stockholders beginning on or about that date.

Iridium Amends Credit Agreement to Facilitate Rocket Lab Acquisition

According to the filing, Iridium Communications Inc. (NASDAQ:IRDM) entered into the Fourth Amendment on September 15, 2026, modifying the Amended and Restated Credit Agreement originally dated September 20, 2023. The parties to the amendment include Iridium Holdings LLC, Iridium Satellite LLC as borrower, the lenders party thereto, and Deutsche Bank AG New York Branch as administrative agent and collateral agent. The filing noted that prior amendments to the Existing Credit Agreement were dated March 25, 2024, June 4, 2024, and July 30, 2024.

The filing disclosed that the Fourth Amendment was entered into in connection with the Agreement and Plan of Merger, dated June 28, 2026, between Iridium and Rocket Lab Corporation. Under that merger structure, Merger Sub I will merge with and into Iridium, with Iridium surviving as an indirect wholly owned subsidiary of Rocket Lab, and subsequently merging into Merger Sub II. The Fourth Amendment expressly provides that the requisite lenders consent to the Transaction, and that the Transaction will not trigger a change of control under the Credit Agreement, permitting outstanding term loans to remain in place after closing, according to the filing.

The filing also disclosed several provisions effective only after the Transaction closes: the post-closing interest rate adjustments described above, a 1.00% prepayment premium applicable solely in the case of a repricing transaction (and not in the case of a change of control or transformative transaction), and a 1.00% exit fee on term loans prepaid after the first anniversary of closing. The filing stated that the full text of the Fourth Amendment is filed as Exhibit 10.1 and incorporated by reference, and that the description in the filing "is qualified in its entirety" by that exhibit.

What Was Disclosed

Iridium's September 15, 2026 filing reported entry into a credit agreement amendment that permits its existing term loans to remain outstanding after its planned merger with Rocket Lab, while also establishing post-closing interest rate, prepayment premium, and exit fee terms.