Iridium Communications : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On March 25, 2024, Iridium Satellite LLC ("Satellite"), the Registrant's principal operating subsidiary, as the borrower, entered into Amendment No. 1 (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., 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 $125 million of term loans on the same terms as the existing term loans of $1.5 billion,bearing interest at a per annum rate of SOFR plus an interest rate margin of 2.5%, 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. While the existing term loan borrowings were issued at a discount of 0.25% to face value, term loan borrowings pursuant to the Amendment were issued witha discount of 0.125% to face value.

Satellite intends to use the$125 million proceeds from borrowings of term loans pursuant to the Amendment and cash on hand to fund the acquisition by the Registrant of the outstanding equity of Satelles, Inc., pursuant to a Merger Agreement, dated as of March 2, 2024, and associated expenses, including expenses related 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.