Rocket Lab Completes $1.944B Share Sale, Secures Consent on $1.775B Iridium Term Loan

Rocket Lab Corporation (RKLB ) has fully financed its pending acquisition of Iridium Communications (IRDM ), the company said in a September 15, 2026 announcement, completing an at-the-market equity offering that raised approximately $1.944 billion, securing lender consent to amend Iridium’s $1.775 billion term loan, and terminating a $3.6 billion bridge loan commitment.

The Long Beach, California-based company completed its previously announced At-The-Market share sale program, known as the ATM Program, raising approximately $1.944 billion in gross proceeds through the issuance of 29.3 million shares, before commissions and offering expenses. Rocket Lab said it intends to use the net proceeds to fund cash payments under the Iridium acquisition. If the acquisition is not consummated, or if the offering produces excess proceeds, the company said it intends to use the net proceeds to fund future growth, including potential future acquisitions, and for general corporate and working capital purposes.

Rocket Lab established the program on August 13, 2026 under a replacement equity distribution agreement with Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC covering shares with an aggregate offering price of up to $1,944,369,826. The agreement replaced a prior equity distribution agreement dated May 20, 2026 and carried forward the unsold offering amount under that agreement, which was terminated with no increase in the aggregate amount offered. Sales under the program were to be made through the two banks, as sales agents or principals, in at-the-market offerings at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The equity distribution agreement also provided for certain forward sale agreements.

Also on September 15, 2026, Iridium entered into a Change of Control Amendment to its existing term loan facility, which had $1.775 billion outstanding as of June 30, 2026. The amendment obtained consent from the requisite lenders to, among other things, amend the definition of “Change of Control” under the credit agreement to carve out Rocket Lab’s pending acquisition of Iridium. As part of the amendment, Rocket Lab USA, Inc., Rocket Lab’s primary operating subsidiary and the anticipated parent company of Iridium, will provide an unsecured guarantee of the Iridium term loan upon the closing of the acquisition. Rocket Lab said the completed amendment will provide cost-effective, permanent financing upon closing, supported by what it described as Iridium’s substantial free cash flow.

Rocket Lab first outlined the term loan plan in an August 13, 2026 progress update, saying it and Iridium intended to seek amendments allowing the Iridium facility to remain in place following the acquisition and reducing the company’s debt commitments at what it called much more attractive rates than the bridge facility terms. The company noted at the time that the amendments would require the consent of lenders under Iridium’s facility and that there was no assurance it would obtain those consents.

$3.6 Billion Bridge Commitment Terminated

In connection with the completed amendment, Rocket Lab terminated its $3.6 billion debt commitment for a senior secured bridge facility that it had entered into on June 28, 2026 in connection with the merger agreement. The original commitment was a $3.6 billion 364-day senior secured bridge term loan facility from Deutsche Bank and Wells Fargo, under a commitment letter signed by Deutsche Bank Securities Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, and Deutsche Bank AG (DB ) New York Branch. Rocket Lab had said it intended to replace the bridge commitments through a combination of permanent debt and equity financing.

Rocket Lab said the Iridium term loan, together with the proceeds raised to date under the ATM Program and other unrestricted cash and cash equivalents available to the company, represent an amount sufficient to pay the required cash consideration, repay certain Iridium indebtedness other than the term loan, and pay related fees and expenses at the closing of the acquisition.

Transaction Terms and Remaining Approvals

Under the definitive agreement announced on June 29, 2026, Rocket Lab will acquire all outstanding shares of Iridium common stock for $54.00 per share in a cash-and-stock transaction implying an enterprise value of approximately $8.0 billion. Iridium stockholders are to receive $27.00 in cash plus a number of Rocket Lab shares calculated under an exchange ratio subject to a collar banded from $67.50 to $112.50. The boards of directors of both companies unanimously approved the transaction, and each Iridium director holding Iridium common stock entered into a voting agreement to support it. The June announcement named Deutsche Bank Securities as lead financial advisor to Rocket Lab, with Wells Fargo and PJT Partners (PJT ) as financial advisors, and Evercore as exclusive financial advisor to Iridium.

Citing Iridium’s publicly reported 2025 results, Rocket Lab said Iridium delivered $871.7 million in revenue and $495 million in operational EBITDA, or OEBITDA, a 57% OEBITDA margin, and supports more than 2.55 million active subscribers worldwide. The June announcement 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.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired at 11:59 p.m. Eastern Time on August 12, 2026. Rocket Lab and Iridium filed applications with the Federal Communications Commission on August 10, 2026 seeking consent to transfer control of Iridium’s licenses and authorizations to Rocket Lab. Rocket Lab filed its Registration Statement on Form S-4 with the Securities and Exchange Commission on August 13, 2026; the registration statement was declared effective on August 26, 2026, when Iridium filed the definitive proxy statement and Rocket Lab filed the final prospectus, with mailing to Iridium stockholders beginning on or about August 26, 2026.

The acquisition is expected to be completed in mid-2027, subject to customary closing conditions, including approval of Iridium stockholders and required regulatory approvals, the companies have said.