Iridium Stockholders Approve Rocket Lab Acquisition at Special Meeting

Iridium Communications Inc. (IRDM ) stockholders on September 24, 2026 adopted the previously announced Agreement and Plan of Merger under which Rocket Lab (RKLB ) Corporation will acquire the satellite services provider, with approximately 99.6% of the votes cast in favor of the transaction, the companies said in a joint announcement datelined McLean, Virginia, and Long Beach, California.

Based on the results of the special meeting of Iridium stockholders held the same day, the votes in favor represented approximately 81.0% of Iridium’s outstanding shares of common stock entitled to vote. Complete voting results will be reported in a Current Report on Form 8-K to be filed by Iridium with the U.S. Securities and Exchange Commission, the companies reported.

“We appreciate the strong support of our stockholders for this transaction and the bright future we are building with Rocket Lab,” Iridium chief executive Matt Desch said. “Today’s vote is an important milestone toward bringing together two companies with complementary capabilities, a shared commitment to innovation, and deep experience supporting some of the world’s most critical missions.”

Sir Peter Beck, Rocket Lab’s founder and chief executive, called the vote “an important milestone in bringing together Rocket Lab and Iridium to create a next generation space powerhouse.” Beck said the combination would pair Iridium’s global network, spectrum, and decades of operating experience with Rocket Lab’s launch and space systems capabilities.

Transaction Terms

Under the terms of the transaction, Iridium stockholders will receive $27.00 in cash and a number of shares of Rocket Lab common stock calculated pursuant to an exchange ratio, subject to a collar, for each share of Iridium common stock outstanding at the closing. The transaction has a notional value of $54.00 per share of Iridium common stock, with all figures in U.S. dollars.

When the companies announced the definitive agreement on June 29, 2026, they stated that the exchange-ratio collar is banded from $67.50 to $112.50 and that the transaction implies an enterprise value for Iridium of approximately $8.0 billion.

Path to the Vote

The June 29 agreement was unanimously approved by the boards of directors of both companies, and each Iridium director holding shares of Iridium common stock entered into a voting agreement to support the transaction, according to the announcement. At signing, Rocket Lab held commitments for a $3.6 billion 364-day senior secured bridge term loan facility from Deutsche Bank (DB ) and Wells Fargo and said it intended to fund the cash component of the transaction through a combination of balance-sheet cash and other debt and equity financing sources. Deutsche Bank Securities was lead financial advisor to Rocket Lab, with Wells Fargo and PJT Partners (PJT ) as financial advisors, while Evercore was exclusive financial advisor to Iridium.

The June announcement, citing Iridium’s publicly reported 2025 results, said Iridium delivered $871.7 million in revenue and $495 million in operational EBITDA, or OEBITDA, a 57% OEBITDA margin, and that its network supported more than 2.55 million active subscribers worldwide. It defined OEBITDA as earnings before interest, income taxes, depreciation and amortization, gain or loss on equity method investments, transaction-related expenses, and share-based compensation expenses.

Rocket Lab’s Registration Statement on Form S-4 was declared effective on August 26, 2026. Iridium filed the definitive proxy statement and Rocket Lab filed the final prospectus the same day, and the definitive proxy statement/final prospectus was sent to Iridium stockholders beginning on or about that date, seeking their approval of certain transaction-related proposals.

On September 15, 2026, Rocket Lab said it had fully financed the pending acquisition. The company completed an at-the-market share sale program that raised approximately $1.944 billion in gross proceeds through the issuance of 29.3 million shares, before commissions and offering expenses. Iridium the same day amended the credit facility covering its $1.775 billion in outstanding term loans, as of June 30, 2026, to carve the pending acquisition out of the credit agreement’s change-of-control definition, with Rocket Lab USA, Inc., Rocket Lab’s primary operating subsidiary, to provide an unsecured guarantee of the term loan at closing. Rocket Lab also terminated the $3.6 billion bridge commitment it had entered on June 28, 2026.

The companies said the transaction is expected to be completed by mid-2027, subject to the remaining required regulatory approvals and the satisfaction of other customary closing conditions.