Iridium Communications Inc. (NASDAQ:IRDM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On March21, 2018, Iridium Communications Inc. (the “Company”) issued $360million in aggregate principal amount of 10.250% senior notes due 2023 (the “Notes”) in a private placement (the “Offering”) to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Purchase Agreement
On March16, 2018, the Company entered into a purchase agreement (the “Purchase Agreement”) with Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell the Notes.
The Purchase Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities.
Indenture
The Notes were issued to an indenture, dated as of March21, 2018, between the Company and U.S. Bank National Association, as trustee (the “Indenture”).
The Company will have the option to redeem some or all of the Notes at any time on or after April15, 2020, at redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. The Company will also have the option to redeem some or all of the Notes at any time prior to April15, 2020 at a redemption price of 50% of the principal amount of the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to April15, 2020, the Company may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 110.250% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption, with the proceeds from certain equity issuances.
The Indenture governing the Notes contains restrictive covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: (i)incur additional indebtedness; (ii)pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; (iii)make investments; (iv)create liens; (v)sell assets, including capital stock of its restricted subsidiaries; (vi)engage in transactions with affiliates; (vii)create limitations on the ability to pay dividends, make loans, repay indebtedness or transfer property; and (viii)consolidate, merge or transfer assets. These limitations have various exceptions and baskets as set forth in the Indenture, including the incurrence by the Company and its restricted subsidiaries of indebtedness under the Company’s existing $1.8billion credit facility, which the Company originally entered into in October 2010 with a syndicate of bank lenders, and which was amended effective March21, 2018 to the Company’s previously announced credit facility amendment (the “Credit Facility”).
In the event any restricted subsidiary under the Indenture guarantees any indebtedness of the Company in the form of credit facilities or capital markets indebtedness with an aggregate principal amount of at least $50million (other than the Credit Facility), the Company will cause such subsidiary to become a guarantor of the Notes.
Upon certain change of control events, the Company will be required to make an offer to purchase each holder’s Notes at a price equal to 101% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to the repurchase date. The Indenture also contains certain customary events of default.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above regarding the issuance of the Notes is hereby incorporated by reference into this Item 1.01.
On March 16, 2018, the Company issued a press release to Rule135c under the Securities Act regarding the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 1.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
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Exhibit No. |
Description |
| 99.1 | Press Release. |
Iridium Communications Inc. ExhibitEX-99.1 2 d554732dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PRESS RELEASE For Immediate Release IRIDIUM COMMUNICATIONS INC. PRICES OFFERING OF SENIOR UNSECURED NOTES MCLEAN,…To view the full exhibit click here
About Iridium Communications Inc. (NASDAQ:IRDM)
Iridium Communications Inc. is a satellite communications company that offers mobile voice and data communications services. The Company utilizes mesh architecture to route traffic across its satellite constellation using radio frequency crosslinks between satellites. Its lines of business include land mobile, machine to machine, maritime, aviation and government. Its commercial services include postpaid mobile voice and data satellite communications services; prepaid mobile voice satellite communications services; broadband data services; machine-to-machine services; Iridium push-to-talk service, and other services. It provides services to businesses, the United States and foreign governments, non-governmental organizations and consumers. The Company sells its products and services to customers through a wholesale distribution network of approximately 75 service providers, approximately 200 value-added resellers and over 45 value-added manufacturers.