Iridium Communications Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 30, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2024, Iridium Satellite LLC (“Satellite”), the Registrant’s principal operating subsidiary, as the borrower, entered into Amendment No. 3 (the “Amendment”) to its existing Amended and Restated Credit Agreement, dated as of September 20, 2023, with Iridium Holdings LLC (“Holdings”), as guarantor; solely with respect to Section 10.12 thereof, the Registrant; various lenders; and Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent; with Deutsche Bank Securities Inc., Royal Bank of Canada, Barclays Bank PLC, and Wells Fargo Securities, LLC as Joint Lead Arrangers and Bookrunners (the”Credit Agreement”).
Pursuant to the Amendment, Satellite borrowed an additional $200 million of term loans on the same terms as the existing term loans of $1.62 billion, bearing interest at a per annum rate of SOFR plus an interest rate margin of 2.25%, with a 0.75% SOFR floor and maturing on September 20, 2030. The term loan borrowings pursuant to the Amendment are fungible with the existing term loan borrowings. The term loan borrowings pursuant to the Amendment were issued with a discount of 1.00% to face value.
Satellite used a portion of the proceeds from borrowings of term loans pursuant to the Amendment to repay in full the $50 million outstanding on its revolving credit facility and intends to use the remaining proceeds for general corporate purposes, including the acceleration of share repurchases under its previously announced share repurchase program, as well as the payment of expenses incurred relating to the Amendment.
The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance-Sheet Arrangement of Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||||||||
| 10.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).* | ||||||||||
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IRIDIUM COMMUNICATIONS INC.
Date: July 30, 2024 By: /s/ Matthew J. Desch
Name: Matthew J. Desch
Title: Chief Executive Officer
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