{"url_path":"/sec/irdm/8-k/2026-07-07/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001104659-26-081335-index.html","accession_number":"0001104659-26-081335","cik":"0001418819","ticker":"IRDM","issuer_name":"Iridium Communications Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1418819/0001104659-26-081335-index.html","primary_entity_key":"0001418819","primary_entity_name":"Iridium Communications Inc."},"word_count":1053,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 2, 2026 (the “Aireon Closing Date”), Iridium\nCommunications Inc. (the “Company”), through its wholly owned subsidiary Iridium Monitor Holdings LLC (“Iridium Monitor\nHoldings”), completed its previously announced acquisition of the remaining 61% of equity interests in Aireon Holdings LLC (“Aireon”)\nthat the Company did not already own pursuant to a Securities Purchase Agreement with NAV CANADA, the Irish Air Navigation Service, ENAV\nS.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (collectively, the “Sellers”).\nThe Company now indirectly owns all of the membership interests in Aireon and its subsidiary Aireon LLC. The aggregate purchase price\npayable to the Sellers was approximately $366.7 million, of which 50% was paid in cash at the closing of the acquisition (the “Aireon\nClosing”) and the remainder was deferred in the form of a loan from the Sellers.\n\n \n\n*Credit and Guaranty Agreement*\n\n \n\nIn connection with the deferred portion of the purchase price, on the\nAireon Closing Date, Iridium Monitor Holdings, as borrower, and the Sellers entered into a Credit and Guaranty Agreement (the “Credit\nand Guaranty Agreement”) pursuant to which the Sellers provided Iridium Monitor Holdings with a $183.36 million term loan, bearing\nno interest, and maturing one year following the Aireon Closing Date, to fund the deferred portion of the purchase price. The loan is\nsecured by a first priority lien on the equity interests of Aireon and other intermediate holding company entities.\n\n \n\nThe Credit and Guaranty Agreement contains no financial maintenance\ncovenants, and contains customary representations and warranties, affirmative and negative covenants (including limitations on indebtedness,\nliens, restricted payments, investments and affiliate transactions), and events of default (including payment defaults, breaches of covenants,\ncross-defaults, bankruptcy and change of control). Upon the occurrence of an event of default, the lenders may accelerate the obligations\nunder the Credit and Guaranty Agreement, subject to mandatory acceleration for certain bankruptcy events. The loan is subject to voluntary\nprepayment at any time subject to prior written notice, and mandatory repayment out of the net cash proceeds of new indebtedness or the\nissuance or sale of equity interests or in the event of a change of control.\n\n \n\n*Aireon Credit Agreement*\n\n \n\nAs a result of the Aireon Closing, on a going forward basis, Aireon\nLLC’s previously existing credit facility will be consolidated with the financial position and results of operations of the Company.\nThat credit facility provides for a secured term loans in the original aggregate principal amount of $175 million (the “Term Loans”)\nwith a scheduled maturity date of October 10, 2028, and is reflected in a Credit and Guaranty Agreement, dated as of October 10,\n2023, as amended by the First Amendment to Credit and Guaranty Agreement, dated as of July 2, 2026, by and among Aireon LLC as borrower,\nAireon and other subsidiaries of Aireon from time to time party thereto as guarantors (together with Aireon, the “Aireon Guarantors”),\nGLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, and the lenders from time to time party thereto (as amended,\nthe “Aireon Credit Agreement”). As of the date hereof, the aggregate principal balance of the Term Loans is $154.7 million.\n\n \n\nIn connection with the Aireon Closing, on July 2, 2026, the Company\nentered into a Parent Guaranty Agreement (the “Parent Guaranty”), pursuant to which the Company provided an unsecured guarantee\nof the repayment of Aireon LLC’s obligations under the Aireon Credit Agreement.\n\n \n\nThe Term Loans bear interest at a per annum rate equal to, at Aireon\nLLC’s option, either (i) a SOFR-based rate plus a margin of 6.25% or (ii) a base rate plus a margin of 5.25%. In the event\nof a prepayment of all or a portion of the Term Loans, subject to certain exceptions, Aireon LLC is required to pay a prepayment premium\nequal to (x) 3.00% of the aggregate principal amount of Term Loans so prepaid, if such prepayment is made on or prior to October 10,\n2026, and (y) 1.00% of the aggregate principal amount of Term Loans so prepaid, if such prepayment is made after October 10,\n2026 and on or prior to October 10, 2027. The Aireon Credit Agreement currently requires quarterly amortization payments equal to\n1.875% of the original principal amount of the Term Loans, with such quarterly amortization payments increasing to 3.125% of the original\nprincipal amount of the Term Loans beginning with the quarter ending December 31, 2026 and each quarter thereafter until maturity.\n\n \n\n 2 \n\n \n\n \n\nAireon and, subject to certain exceptions, substantially all of Aireon\nLLC’s existing and future direct and indirect wholly owned subsidiaries are required to guarantee the repayment of Aireon LLC’s\nobligations under the Aireon Credit Agreement. The obligations of Aireon LLC and each of the Aireon Guarantors with respect to the Aireon\nCredit Agreement are secured by a pledge of substantially all assets of Aireon LLC and each Aireon Guarantor.\n\n \n\nThe Aireon Credit Agreement contains customary representations and\nwarranties and affirmative and negative covenants applicable to Aireon and its subsidiaries, including limitations on the ability of Aireon\nand its subsidiaries to incur debt, permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose\nof assets, pay dividends and distributions, pay junior indebtedness and enter into affiliate transactions, in each case, subject to certain\nexceptions. In addition, the Aireon Credit Agreement contains a financial covenant requiring Aireon and its subsidiaries to maintain,\non a consolidated basis as of the last day of each quarterly period, a consolidated total leverage ratio, as defined in the Aireon Credit\nAgreement, of not more than 5.0 to 1.0. The Aireon Credit Agreement also includes events of default customary for facilities of this type.\nUpon the occurrence of an event of default, among other things, all outstanding Term Loans may be accelerated and collateral remedies\nmay be exercised.\n\n \n\nThe foregoing summaries of the terms of the Credit and Guaranty Agreement,\nthe Aireon Credit Agreement and the Parent Guaranty are qualified in their entirety by reference to the full text of the Credit and Guaranty\nAgreement, the Credit and Guaranty Agreement, dated as of October 10, 2023, the First Amendment to Credit and Guaranty Agreement,\ndated as of July 2, 2026, and the Parent Guaranty, copies of which are filed herewith as Exhibit 10.1, 10.2, 10.3, and 10.4,\nrespectively, and incorporated herein by reference."}