SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Iridium Communications Inc. – ‘FWP’ on 5/9/14 re: Iridium Communications Inc.

On:  Friday, 5/9/14, at 9:17am ET   ·   Accession #:  1193125-14-191312   ·   File #:  333-194869

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/09/14  Iridium Communications Inc.       FWP                    1:60K  Iridium Communications Inc.       RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                             HTML     43K 

Issuer Free Writing Prospectus dated May 9, 2014

Supplementing the Preliminary Prospectuses dated May 5, 2014

Filed pursuant to Rule 433

Registration Nos. 333-194869 and 333-195822

This free writing prospectus of Iridium Communications Inc. (the “Company”) relates only to the securities described in, and should be read together with, two preliminary prospectus supplements, each dated May 5, 2014 (the “Preliminary Prospectuses”), the accompanying base prospectus and the Registration Statement on Form S-3 (File No. 333-194869) of the Company, as filed with the Securities and Exchange Commission on March 28, 2014, and the Registration Statement on Form S-3 pursuant to Rule 462(b) (File No. 333-195822) (collectively, as so amended, the “Registration Statement”), including the sections entitled “Risk Factors,” before deciding to invest in the securities described below.

The following information will be set forth in the final prospectus supplements to the Registration Statement, to be filed with the Securities and Exchange Commission, and updates the information contained in the Preliminary Prospectuses. Unless the context requires otherwise, the words “we,” “us,” “our,” “Company” and “Iridium” refer to Iridium Communications Inc.

Pricing Term Sheet

Concurrent Offerings of

7,377,050 Shares of Common Stock

(the “Common Stock Offering”)

and

500,000 Shares of 6.75% Series B Cumulative Perpetual Convertible Preferred Stock

(the “Series B Preferred Stock Offering”)

The information in this pricing term sheet relates only to the Common Stock Offering and the Series B Preferred Stock Offering and should be read together with (i) the preliminary prospectus supplement dated May 5, 2014 relating to the Common Stock Offering (the “Common Stock Preliminary Prospectus Supplement”), the accompanying prospectus dated April 11, 2014 and the documents incorporated and deemed to be incorporated by reference therein (in the case of investors purchasing in the Common Stock Offering) and (ii) the preliminary prospectus supplement dated May 5, 2014 relating to the Series B Preferred Stock Offering (the “Series B Preferred Stock Preliminary Prospectus Supplement”), the accompanying prospectus dated April 11, 2014 and the documents incorporated and deemed to be incorporated by reference therein (in the case of investors purchasing in the Series B Preferred Stock Offering), of the Company. Neither the Common Stock Offering nor the Series B Preferred Stock Offering is contingent on the completion of the other offering. Certain capitalized terms used in this pricing term sheet that are not defined herein have the respective meanings given to such terms in the Common Stock Preliminary Prospectus Supplement or the Series B Preferred Stock Preliminary Prospectus Supplement, as applicable.

******************************************************************************

Based on the terms of the offerings described below, and pursuant to the terms of a stock purchase agreement (the “Stock Purchase Agreement”) dated May 2, 2014 between the Company and Baron Growth Fund, VY Baron Growth Portfolio and LVIP Baron Growth Opportunities (together, “Baron”), the Company will be obligated to deliver to Baron, on or prior to August 10, 2014, up to approximately 504,413 shares of its common stock, par value $0.001 per share (the “Common Stock”), as determined in accordance with the formula set forth in the Stock Purchase Agreement and subject to the terms of the Stock Purchase Agreement.

- 2 -

Common Stock Offering

Series B Preferred Stock Offering

- 3 -

- 4 -

Adjustment to Conversion Rate upon a Make-Whole Adjustment Event:

The following table sets forth the stock price paid, or deemed paid, per share of our common stock in a transaction that constitutes a fundamental change, the effective date and the make-whole premium (expressed as the number of additional shares of common stock that will be added to the conversion rate) to be paid upon a conversion in connection with the fundamental change:

The exact stock prices and effective dates may not be set forth in the table above, in which case if the stock price is:

In any event, the maximum conversion rate will not exceed 40.9836.

- 5 -

This communication is intended for the sole use of the person to whom it is provided by the sender.

The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the Common Stock Preliminary Prospectus Supplement, in the case of the Common Stock Offering, and the Series B Preferred Stock Preliminary Prospectus Supplement, in the case of the Series B Preferred Stock Offering, and, in each case, the other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer or any underwriter or dealer participating in the Common Stock Offering or the Series B Preferred Stock Offering will arrange to send you the prospectus and the applicable prospectus supplement if you request it by contacting: Deutsche Bank Securities Inc., by telephone at 1-800-503-4611 or by email at prospectus.CPDG@db.com or Raymond James & Associates, Inc., by telephone at 1-800-248-8863 or by email at prospectus@raymondjames.com.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

- 6 -

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘FWP’ Filing		Date		Other Filings
		5/15/19
		5/15/18
		5/15/17
		5/15/16
		5/15/15
		9/15/14
		8/10/14
		5/15/14		4
		5/14/14		4,  8-A12B,  8-K
Filed on:		5/9/14		8-K,  S-3MEF
		5/8/14		8-K,  S-3MEF
		5/5/14		424B3,  8-K
		5/2/14		8-K
		4/11/14
		3/28/14		10-K/A,  S-3
				List all Filings

↑Top

---

Filing Submission 0001193125-14-191312   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

---

---

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sat., Apr. 27, 7:05:02.1pm ET