Iridium Communications Inc. (RKLB) Earnings Call Transcript & Summary

Hi, and welcome to the Rocket Lab Investor Update. My name is Peter Beck. I'm the CEO of Rocket Lab. It's a very exciting time for us. We're going to talk today about Rocket Lab's acquisition of Iridium. The lawyers always make me say this stuff, so there's a whole bunch of legal stuff here. Please read that in your own time, and we'll get on with it. First, I want to introduce you to the space application equation. Now look, we've talked a very long time about Rocket Lab entering applications and the things we might or we might not do. But a space application is particularly powerful when you have your own ability to launch and build your own spacecraft. But even when you have that, there's still some very specific challenges to building a really successful and large application. The first thing, especially if you're talking about communications is you have to have spectrum. You need really global spectrum. The second thing is it takes a long time to design and build satellites and of course, then launch them and deploy them before you even generate your first $1 of revenue. And then finally, it's a long time to build and establish a business model, establish a customer base and actually get that sustained recurring revenue that everybody wants. But we think we found a little bit of a shortcut here. So I'm really excited today to announce that Rocket Lab is acquiring Iridium Communications. This will be one of the most transformative deals in the space industry. It combines Rocket Lab's launch capability and satellite manufacturing with Iridium's global satellite communications network and its rare spectrum. Rocket Lab will become a fully integrated self-launching space superpower, delivering critical communications capability to millions of users worldwide. So for those of you who aren't familiar with the Iridium network, it's a truly unique global network. It delivers continuous pole-to-pole global communication coverage to every ocean, every mountain and every airway in the entire planet. Iridium is critical to the people and the systems that just can't lose signal. Pilots, mariners, first responders, governments, critical infrastructure and remote sensors operating at the ends of the earth. Enabled by L-band spectrum, rare, finite and valuable low-frequency signals that deliver reliable, always-on connectivity even in the most remote and harsh conditions. Its ability to work through all weather and in gaps where other bands don't reach makes it mission-critical for millions of people. Now Iridium are the original space pioneers, which is great because that gives us an incredibly strong foundation to build upon. The Iridium constellation has 66 fully operational satellites with 14 on-orbit spares. Of course, we've talked about their extremely valuable L-band spectrum. They have over $800 million of annual revenue. Of course, extremely profitable. Over 2.5 million users, 1,000 team members. Last but not least, they are the trusted supplier and partner for mission-critical services on Earth today. So this is why we think this is the ultimate combination of all of us for growth. The equation that comes to mind is not 1+1=2 , it's 1+1=3. Firstly, on the Rocket Lab side, we have uncontested launch. We have spacecraft manufacturing. We're highly vertically integrated and we're trusted government partners. And we're a proven space disruptor. And then on the Iridium side of the equation, obviously, they operate an incredibly important unique constellation today. They have highly valuable spectrum, which is very difficult to come by. They have millions of customers. And of course, they're a trusted government provider, too, and a very strong cash flow. This is not a cash-losing business. And then finally, the reason why this equals 3 is the result of this is it creates a self-launching company that can deliver new constellations and new services to the world. So I want to spend a little bit of time talking about spectrum because that word is used a lot, and I'm not sure everybody truly understands the importance. But if you want to do large-scale communications globally, you must have spectrum. And for us, this deal really enables us to accelerate our entry into this market. Spectrum is a very, very scarce resource that you can't just pick up on the corner one day. And finally, not all spectrum is the same. And the reason why the Iridium spectrum is incredibly important to us is that it is global and it is L-band. And L-band is important because if you want to do safety critical comms, you need that band to penetrate through weather and harsh conditions. It is a band that ensures that you can always be connected. So following on to that, if you want to do big things in space, you need spectrum. And as you can see, the others on this list have arrived at the same conclusion as us. One of the things that Rocket Lab is known for is really smart deals, and this is the quintessential Rocket Lab deal. We're not investing in hopes and dreams. We're not pushing all the chips into the center of the table. We are doing another really smart deal. We're buying capability that ensures that it is accretive to the bottom line. This is a highly profitable business. If you look at the customer base and what this business does, it's all about mission success, and that's what we're about to. Now we're not just going to acquire this business. We are going to apply the Rocket Lab magic to it. We're going to absorb it and optimize it and scale it into something really truly fantastic. This represents an accelerated entry into a giant new TAM for Rocket Lab. Our future in space applications has just been unlocked and accelerated. This is our entrance into reoccurring application revenue from space, but it is not the finish line. Rather than simply continuing Iridium's network, we will build upon it and scale it into untapped markets and pioneer new space-based services. So you've heard from me about why this is such a transformative deal for Rocket Lab. But I want to throw it over to Matt, the CEO of Iridium, to hear his words about why it's such a great deal for Iridium too. Thank you, Peter.

This is an exciting day in the long and productive history of Iridium, where over the years, we've built one of the most successful and important service platforms in space. As Pete said, millions of people every day around the world depend on our services to track, manage and communicate with assets in all kinds of industries, including aircraft, ships and to protect critical infrastructure. We built a successful, growing, profitable platform in space and have attracted many hundreds of companies to take us to market in their most important applications. We're now focused on driving growth in unique and important areas like aviation safety, trusted time and location to protect and augment GPS, IoT, where we're the leader in evolving to the new era of direct-to-device standards as well as supporting the U.S. and other governments in their national security missions. Combining Rocket Lab is the best way for us to take our experience and success into the future of the space business. Being part of an industry-leading launch and satellite provider will create a global space powerhouse, vertically integrated to innovate and succeed long term in this fast-growing industry. Together, we believe we can cost effectively launch, operate and sustain new services like the plans we envision for our next-generation PNT service or expand on our Aireon business by transforming the way pilots communicate with air traffic controllers. And we believe we can do it faster and make the business case work better as well. We think our long experience complements Rocket Lab's well and makes the combination a real force to be reckoned with going forward. There are a lot of reasons to be excited about the future of the space industry. We think the most successful will be able to bring all the pieces together. That's what today represents, Iridium combining forces with Rocket Lab to create a fully integrated self-launching global space power. It's a great day, and we can't wait to be part of this. Now over to you, Adam.

Thanks, Matt. Now turning to the key transaction terms for this transformational acquisition. Under the terms of the definitive agreement, Rocket Lab will acquire Iridium for $54 per share in a combination of cash and stock, implying an enterprise value of approximately $8 billion. The consideration consists of $27 per share in cash and a number of shares in Rocket Lab common stock calculated using an exchange ratio that moves within a defined collar. The stock portion is sized around a reference price of $84.54, with a floor at $67.50 on the downside and a cap at $112 on the upside. This collar structure lets the share component adjust within this band if the stock moves before closing, keeping overall value balanced and the mix of cash and stock preserves our balance sheet integrity and capacity and maintains flexibility to optimize for cost of capital. In conjunction with this transaction, we have secured commitments for a $3.6 billion, 364-day secured bridge facility from Deutsche Bank and Wells Fargo Bank. Unless replaced or reduced prior to closing, the bridge facility will be available to refinance approximately $2.1 billion of outstanding Iridium debt, which is adjusted for Iridium's recently announced Aireon transaction. The remaining $1.5 billion from the bridge, combined with approximately $1.6 billion from our own balance sheet will be available to pay the cash portion of the consideration and related fees. This financing strategy ensures we maintain financial flexibility to continue executing on our organic and inorganic growth initiatives across both our Launch and Space Systems segments. The transaction has been unanimously approved by the Boards of Directors of both Iridium and Rocket Lab and is expected to close in 2027, subject to customary closing conditions, including approval by Iridium stockholders and regulatory approvals. Now turning to the financial impact of this acquisition. In fiscal year 2025, Iridium generated $871 million in revenue and delivered 57% operating earnings before interest, taxes, depreciation and amortization margins. To that end, we believe this transaction will be significantly accretive to Rocket Lab's cash flow generation and profitability. These impressive and meaningful levels of revenue and profitability contribution are expected to materially transform Rocket Lab's financial profile. This acquisition fundamentally enhances our business model by combining our strong satellite subsystems, satellite platforms and launch businesses with Iridium's proven cash-generating satellite services business. The result will be a high-growth, financially robust company with significant cash flow generation to fund future growth initiatives across the platform. Now I'll hand it back to Pete to wrap things up.

Thanks, Adam. And finally, as you can see, our future in space has just been accelerated and unlocked. It's an exciting day for everybody, but now it's time to get to work.