| Item 7.01. | Regulation FD Disclosure. |
On October 21, 2019, the Company announced the pricing of a $1,450 million term loan B and an accompanying $100 million revolving loan. As previously announced, the Company intends to use the proceeds of the term loan B facility and cash in its debt service reserve account to repay in full all of the indebtedness outstanding under the existing credit agreement by and between its principal operating subsidiary, Iridium Satellite LLC, and Société Générale, as agent, and other lenders (the “BPIAE Facility”). The BPIAE Facility currently has a principal balance outstanding of approximately $1,548 million.
The term loan B facility will be issued at a price equal to 99.50% of its face value and will bear interest at an annual rate of LIBOR plus 3.75%, with a 1.0% LIBOR floor and will have a seven-year maturity. The revolver will bear interest at the same rate (but with a 0% LIBOR floor) if and as drawn and has a five-year maturity. The term loan B and revolving facilities are expected to close on November 4, 2019, subject to customary closing conditions.
Deutsche Bank Securities Inc., Barclays Bank plc, Credit Suisse Loan Funding LLC, Wells Fargo Securities, LLC and Société Générale, are acting as joint lead arrangers and joint bookrunners, and Deutsche Bank AG, New York Branch, is acting as Administrative Agent and Collateral Agent.
The information contained herein is not filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates the information by reference. By including this Item 7.01 disclosure in this Current Report on Form8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report.
Forward-Looking Statements
This Current Report on Form8-K includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties such as those, among others, relating to the proposed term loan B, the expected terms and closing thereof and the use of proceeds from such term loan. Forward-looking statements can be identified by the words “anticipates,” “may,” “can,” “believes,” “expects,” “projects,” “intends,” “likely,” “will,” “to be” and other expressions that are predictions or indicate future events, trends or prospects. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Iridium to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties regarding general industry and economic conditions, and legal, governmental and technological factors. Other factors that could cause actual results to differ materially from those indicated by the forward-looking statements include those factors listed under the caption “Risk Factors” in the Company’s Form10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2019, as well as other filings Iridium makes with the SEC from time to time. There is no assurance that Iridium’s expectations will be realized. If one or more of these risks or uncertainties materialize, or if Iridium’s underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. Iridium’s forward-looking statements speak only as of the date of this report, and Iridium undertakes no obligation to update forward-looking statements.
