Iridium (NASDAQ: IRDM) to acquire full Aireon ownership in $366.7M deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Iridium Communications Inc. has agreed to acquire the remaining 61% equity interest in Aireon Holdings LLC that it does not already own for approximately $366.7 million. After closing, Iridium will indirectly own all of Aireon, which operates the world’s only space-based ADS-B air traffic surveillance system.
The price will be paid 50% in cash at closing and 50% one year later via a seller loan documented in a Credit and Guaranty Agreement. That loan will total $183.36 million, bear no interest, and be secured by a first‑priority lien on Aireon’s equity. Iridium will also assume Aireon debt expected at $155.0 million with interest at SOFR + 6.25%.
Iridium expects Aireon to add at least an annualized $100 million of service revenue and $30 million of OEBITDA, and projects its net leverage will rise to about 4.0 times OEBITDA in Q3 2026 before declining over the following year. The deal is subject to customary closing conditions, including required regulatory approvals.
Positive
- None.
Negative
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Insights
Iridium is consolidating Aireon, adding revenue and leverage.
Iridium is buying the remaining 61% of Aireon for about $366.7 million, funded with cash, its revolver, and a $183.36 million interest‑free seller term loan. It will also assume about $155.0 million of Aireon debt at SOFR + 6.25%.
Management indicates Aireon has delivered a 10% revenue CAGR over three years and is expected to contribute at least an additional consolidated $100 million of service revenue and $30 million of OEBITDA annually. This suggests a meaningful expansion of Iridium’s aviation-focused service mix.
The company expects net leverage to move to roughly 4.0x OEBITDA in Q3 2026, then trend back toward its current level within twelve months, with a longer‑term goal of 2.0x by the end of the decade. Actual outcomes will depend on Aireon’s growth, integration execution, and broader aviation demand, which future company filings may detail further.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Aireon stake acquired: 61% equity interest
Purchase price: $366.7 million
Seller term loan: $183.36 million
+5 more
8 metrics
Aireon stake acquired
61% equity interest
Remaining ownership to be purchased by Iridium
Purchase price
$366.7 million
Aggregate consideration for remaining 61% of Aireon
Seller term loan
$183.36 million
Deferred portion of purchase price, interest-free, due one year post-closing
Assumed Aireon debt
$155.0 million
Expected principal at closing, rate SOFR + 6.25%
Aireon revenue CAGR
10% CAGR
Total revenue growth over past three years
Expected added service revenue
$100 million annually
Minimum additional consolidated service revenue from Aireon
Expected added OEBITDA
$30 million annually
Minimum additional consolidated OEBITDA from Aireon
Projected net leverage
4.0x OEBITDA
Expected level in Q3 2026 after closing
Key Terms
Securities Purchase Agreement, Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, OEBITDA, space-based Automatic Dependent Surveillance-Broadcast (ADS-B), +2 more
6 terms
Securities Purchase Agreement regulatory
"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NAV CANADA"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Hart‑Scott‑Rodino Antitrust Improvements Act of 1976 regulatory
"including expiration or termination of the applicable waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976"
OEBITDA financial
"Iridium expects the acquisition will result in at least an additional consolidated $100 million of service revenue and $30 million of OEBITDA on an annualized basis"
OEBITDA is a measure of a company’s core operating profit before interest, taxes, depreciation and amortization, often stripped of one-time or non-operational items to show recurring earnings. Investors use it like checking an engine’s steady horsepower — it helps compare underlying business performance across companies and periods by removing financing, tax differences and accounting quirks that can hide how well the business itself is running.
space-based Automatic Dependent Surveillance-Broadcast (ADS-B) technical
"operator of the world’s only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system"
term loan financial
"the Sellers will provide Iridium Monitor Holdings with a $183.36 million term loan, bearing no interest"
A term loan is a type of loan that is borrowed for a set period of time, with a fixed schedule for repaying the money, usually in regular payments. It matters to investors because it represents a company's borrowing costs and financial stability; reliable repayment of these loans can indicate strong financial health, while difficulties may signal potential risks.
representation and warranty insurance policy regulatory
"sole recourse of Iridium Monitor Holdings with respect to breaches of representations and warranties is recovery under a buyer‑side representation and warranty insurance policy"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 8-K
________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2026
_____________________________________________
(Exact name of registrant as specified in its charter)
_____________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 13, 2026, Iridium Communications Inc. (the “Company”), through its wholly owned subsidiary Iridium Monitor Holdings LLC (“Iridium Monitor Holdings”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with NAV CANADA, The Irish Air Navigation Service, ENAV S.P.A., Naviair Surveillance A/S, NATS (Services) Limited, and certain of their affiliated entities (collectively, the “Sellers”), pursuant to which Iridium Monitor Holdings agreed to acquire the remaining 61% of equity interests in Aireon Holdings LLC (“Aireon”) that the Company does not already own. The Company is an existing owner of equity interests in Aireon and, upon closing of the transaction (“Closing”), the Company will indirectly own all of the membership interests in Aireon and its subsidiary Aireon LLC, operator of the world’s only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system.
The aggregate purchase price payable to the Sellers is approximately $366.7 million, subject to adjustments for any distributions from the entities being acquired, and will be paid in two installments: (i) 50% in cash at Closing; and (ii) 50% deferred and in the form of a loan by the Sellers, payable one year following the Closing pursuant to a Credit and Guaranty Agreement to be entered into at Closing (the “Credit and Guaranty Agreement”) substantially in the form attached to the Purchase Agreement. The Company expects to pay the purchase price with current liquidity, including borrowings under its revolving credit facility, and future cash from operations.
The obligations of Iridium Monitor Holdings to fund the Closing cash portion of the purchase price and to perform under the Purchase Agreement are guaranteed by Iridium Satellite LLC, a wholly owned subsidiary of the Company.
The Purchase Agreement contains customary representations, warranties and covenants of Iridium Monitor Holdings, the Sellers and Aireon. The Closing is subject to customary conditions, including the accuracy of representations and warranties, performance of covenants, and receipt of required regulatory approvals (including expiration or termination of the applicable waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, as amended). Except in the case of fraud, the representations and warranties in the Purchase Agreement generally do not survive Closing, and the sole recourse of Iridium Monitor Holdings with respect to breaches of representations and warranties is recovery under a buyer‑side representation and warranty insurance policy obtained by Iridium Monitor Holdings in connection with the transaction.
The Purchase Agreement also contains customary exclusivity provisions and termination rights, including termination if the transaction is not completed within a specified period following signing or if the transaction is prohibited by law.
At Closing, Iridium Monitor Holdings will enter into the Credit and Guaranty Agreement pursuant to which the Sellers will provide Iridium Monitor Holdings with a $183.36 million term loan, bearing no interest, and maturing one year following the Closing, to fund the deferred portion of the purchase price. The loan will be secured by a first‑priority lien on the equity interests of Aireon and other intermediate holding company entities.
The Company will assume Aireon’s outstanding debt under an existing facility maturing in October 2028, which is expected to have principal outstanding at closing of $155.0 million and an interest rate of SOFR + 6.25%.
The foregoing summary of the terms of the Purchase Agreement is qualified by reference to the Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 14, 2026, the Company issued a press release announcing that it has entered into the Purchase Agreement and its planned acquisition of Aireon. A copy of this press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||||||||
| 10.1# | Securities Purchase Agreement, dated as of May 13, 2026, by and among Iridium Monitor Holdings LLC and the parties listed thereto | ||||||||||
| 99.1 | Press release dated May 14, 2026 | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document).* | ||||||||||
# Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a
supplemental basis to the Securities and Exchange Commission upon request.
* Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IRIDIUM COMMUNICATIONS INC. | ||||||||
| Date: May 14, 2026 | By: | /s/ Kathleen A. Morgan | ||||||
| Name: Kathleen A. Morgan | ||||||||
| Title: Chief Legal Officer | ||||||||
Press Contact: Investor Contact:
Jordan Hassin Kenneth Levy
Jordan Hassin Kenneth Levy
Iridium Communications Inc. Iridium Communications Inc.
Jordan.Hassin@Iridium.com Ken.Levy@Iridium.com
+1 (703) 287-7421 +1 (703) 287-7570
Iridium to Acquire Aireon, Advancing its Strategy to Lead the
Future of Aviation Safety
The transaction unifies the world's only space-based air traffic surveillance system with the
satellite network it was built on and extends commercial partnerships with NAV CANADA and
NATS through 2035 and beyond.
MCLEAN, Va., May 14, 2026 – Iridium Communications Inc. (Nasdaq: IRDM), a leading provider of global voice, data, and positioning, navigation, and timing (PNT) satellite services, today announced that it has entered into a definitive agreement to acquire Aireon LLC, operator of the world’s only space-based Automatic Dependent Surveillance-Broadcast (ADS-B) air traffic surveillance system. The acquisition of Aireon is a defining step in Iridium’s strategy to provide the foundational architecture for global aviation safety, bringing space-based surveillance, safety communications, PNT, and operational data together on a single network.
“Aireon has always been part of Iridium’s aviation safety strategy. We founded it in partnership with the world’s leading Air Navigation Service Providers (ANSPs), because we believed space-based aviation safety was a generational opportunity,” said Matt Desch, CEO, Iridium. “The aviation industry is now entering an era of growing air traffic, denser airspace, autonomous aircraft, and greater expectations for safety and resiliency. Bringing Aireon fully inside Iridium better positions us to build what’s needed to support the future of aviation, including more innovations like the future introduction of space-based VHF communications.”
A Combined Platform for Aviation Safety
The acquisition unites Aireon’s surveillance and data services, including GPS jamming and spoofing detection, with Iridium’s global satcom network and PNT services that help keep GPS-dependent systems working in contested environments. This combination creates one company providing four critical aviation industry capabilities: knowing where every aircraft is, communicating with the pilots flying them, providing the navigation and timing integrity those aircraft rely on, and translating that
information into operational insights that make airspace safer and more efficient. No other satellite operator delivers this combination of capabilities on a global scale.
Today, the Aireon system, which is certified by the European Union Aviation Safety Agency (EASA), flies as a payload on the Iridium satellite constellation and tracks an average of 190,000 flights per day. Commercial aircraft broadcast information such as an aircraft’s identity, location, altitude, speed, and heading. Aireon’s space-based ADS-B payload captures this information in real time, with 100% global coverage. ANSPs covering more than 50% of the global airspace rely on Aireon data to create safer and more efficient airspace.
The world’s leading ANSPs and investors in Aireon, including NAV CANADA and NATS (United Kingdom), AirNav Ireland, ENAV (Italy), and Naviair (Denmark), each played a vital role in launching the Aireon service, proving its reliability, and establishing it as a critical part of the global air traffic control infrastructure. NAV CANADA and NATS, which together manage the most heavily trafficked oceanic airspace in the world – the North Atlantic Tracks between Europe and North America, were the first to go live with the service. In connection with the acquisition, both ANSPs will sign extended data services agreements through 2035 and beyond, with provisions for continued cooperative development of space-based VHF communications and other new capabilities.
"Aireon and Iridium have been partners since day one, and that partnership is the reason we have been able to build the world's only space-based air traffic surveillance system and a fast-growing aviation data services business alongside it,” said Don Thoma, CEO of Aireon. “Becoming part of Iridium is a natural next step for our team, our customers, and our roadmap, particularly as our data products expand into new areas like turbulence detection and aviation data analytics. Together, we are building the foundation for the future of global aviation."
"NAV CANADA is proud of our foundational role in establishing Aireon’s world-first technology,” said Mark Cooper, President and CEO, NAV CANADA. “This sale sharpens our focus on our core expertise: keeping Canada’s skies safe. As a fellow founding partner, Iridium is the ideal owner to guide Aireon's continued commercial growth. We wish the entire team continued success and look forward to our ongoing relationship as a customer."
“We have been proud to be a part of Aireon’s successes, most notably making real-time aircraft surveillance over the Atlantic a reality for the first time in history, enabling even safer operations across the North Atlantic,” said Martin Rolfe, CEO, NATS. “As a shareholder for the past eight years, it is now the right time for us to divest. We are confident Aireon is well positioned for the future and wish the team every success in the next stage of its development.”
The Next Transition: Space-Based VHF
Space-based VHF communications represent a major opportunity in air traffic management, extending pilot-to-controller VHF services into oceanic and remote airspace where ground infrastructure cannot reach, without the need for additional aircraft equipment. The model is similar to how aircraft already carry ADS-B transceivers, which enables Aireon to deliver space-based ADS-B surveillance without requiring fleet retrofits.
Aireon’s Growing Data Services Business
Beyond surveillance for ANSPs, Aireon operates a fast-expanding aviation data services business that sells real-time and historical aviation data to airlines, airports, OEMs, governments, and aerospace operators. Product lines already available or launching this year include turbulence detection, GPS jamming and spoofing detection, and safety and efficiency analytics. Additional applications are also in development to support the rapidly evolving airspace environment.
Aireon’s data business is one of its highest-growth areas today and is expected to be a meaningful contributor to the combined company's aviation growth.
Terms of the Transaction and Financial Insights
Iridium is an existing owner of Aireon and will acquire the remaining 61% of equity interests of Aireon in the transaction for a purchase price of approximately $366.7 million from the other owners, NAV CANADA, AirNav Ireland, ENAV, NATS and Naviair. The purchase price will be paid 50% at closing and 50% on the one-year anniversary. Iridium will also assume Aireon’s outstanding debt, expected to be approximately $155 million at closing.
The acquisition of Aireon is accretive to Iridium’s growth outlook; over the past three years, Aireon’s total revenue has grown at a compound annual growth rate (CAGR) of 10%. Iridium expects the acquisition will result in at least an additional consolidated $100 million of service revenue and $30 million of OEBITDA on an annualized basis.
Iridium expects to pay the purchase price with current liquidity, including borrowings under its revolving credit facility, and future cash from operations. After closing the transaction, Iridium expects net leverage to increase to approximately 4.0 times OEBITDA during Q3 2026, with net leverage planned to return to the current levels over the subsequent twelve months. Iridium’s long-term net leverage guide of 2.0 times OEBITDA by the end of the decade remains unchanged and assumes no change in its paused share buyback program.
Aireon will continue business-as-usual operations in the near term, with no planned changes to business strategy. The transaction is targeted to close in early July.
Evercore served as financial advisor and Cooley and Milbank served as legal counsel to Iridium. PJT Partners served as financial advisor and Hogan Lovells served as legal counsel to Aireon.
Note for Media:
A briefing for reporters will be held today, at 9 a.m. EDT. Reporters interested in attending should email the designated contacts for this release to receive an access link.
For more information about Iridium, visit: www.iridium.com
For more information about Aireon, visit: www.aireon.com
Non-GAAP Financial Measures & Definitions
In addition to disclosing financial results that are determined in accordance with U.S. GAAP, Iridium reports OEBITDA, which is a non-GAAP financial measure, as a supplemental measure to help investors evaluate Iridium's fundamental operational performance. OEBITDA represents earnings before interest, income taxes, depreciation and amortization, gain (loss) on equity method investments, transaction related expenses, and share-based compensation expenses. Iridium considers the loss on early extinguishment of debt to be financing-related costs associated with interest expense or amortization of financing fees, which by definition are excluded from OEBITDA. Management believes such charges are incidental to, but not reflective of, Iridium's day-to-day operating performance. OEBITDA does not represent, and should not be considered, an alternative to U.S. GAAP measurements such as net income or loss. In addition, there is no standardized measurement of OEBITDA, and Iridium's calculations thereof may not be comparable to similarly titled measures reported by other companies. Iridium believes OEBITDA is a useful measure across time in evaluating its fundamental core operating performance. Management also uses OEBITDA to manage the business, including in preparing its annual operating budget, debt covenant compliance, financial projections and compensation plans. Iridium believes that OEBITDA is also useful to investors because similar measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies in similar industries. As indicated, OEBITDA does not include interest expense on borrowed money, the payment of income taxes, amortization of Iridium's definite-lived intangible assets, or depreciation expense on Iridium's capital assets, which are necessary elements of Iridium's operations. Since OEBITDA does not account for these and other expenses, its utility as a measure of Iridium's operating performance has material limitations. Due to these limitations, Iridium's management does not view OEBITDA in isolation, but also uses other measurements, such as net income, revenues and operating profit, to measure operating performance. Iridium does not provide a forward-looking reconciliation of Aireon’s expected contribution to OEBITDA as the amount and significance of certain items such as share-based compensation, transaction-related expenses and gain/loss on equity method investments, that are required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts.
About Iridium Communications Inc.
Iridium Communications Inc. (Nasdaq: IRDM) operates the world’s only truly global mobile satellite network, delivering reliable voice, data, and positioning, navigation, and timing (PNT) services anywhere on Earth. Iridium supports safety- and mission-critical operations for diverse markets such as aviation, maritime, government, emergency services, critical infrastructure, autonomous systems, and remote monitoring applications, where connectivity is essential.
Headquartered in McLean, Virginia, Iridium provides its products and services through an ecosystem of 500-plus partner companies around the world. For more information, visit www.iridium.com.
About Aireon LLC
Aireon has deployed a space-based air traffic surveillance system for Automatic Dependent Surveillance-Broadcast (ADS-B) equipped aircraft throughout the entire globe. Aireon is harnessing next-generation aviation surveillance technologies that were formerly ground-based and, for the first time ever, is extending their reach globally to significantly improve efficiency, enhance safety, reduce emissions, and provide cost savings benefits to all stakeholders. Space-based ADS-B surveillance covers oceanic, polar, and remote regions, and augments existing ground-based systems that are limited to terrestrial airspace. In partnership with leading ANSPs from around the world, like NAV CANADA, AirNav Ireland, ENAV, NATS and Naviair, as well as Iridium Communications, Aireon is providing a global, real-time, space-based air traffic surveillance system, available to all aviation stakeholders. For more information, please visit www.aireon.com.
Forward-Looking Statements Disclosure
Statements in this press release that are not purely historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Iridium has based these statements on its current expectations and the information currently available to it. Forward-looking statements include statements regarding, among other things, the closing and financing of the acquisition of Aireon, including the timing thereof; the future capabilities of, benefits of, availability of, and market demand for the Aireon system and Aireon’s services; the benefits of Aireon’s acquisition to Iridium, including its expected contribution to Iridium’s revenue and OEBITDA, its ability to foster innovation at Iridium, and its future growth; and future indebtedness and net leverage. Forward-looking statements can be identified by words such as “anticipates,” “may,” “can,” “believes,” “expects,” “plans,” “projects,” “targets,” “positions,” “will,” “to be,” “future,” “forward,” “roadmap,” “wish,” and similar expressions that predict or indicate future events, trends or prospects.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Iridium to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to, uncertainties regarding the timing and completion of the acquisition; the development, availability and market acceptance of Aireon system and services; and general industry and economic conditions, as well as competitive, legal, governmental and technological factors. Additional factors that could cause actual results to differ materially are described under the caption “Risk Factors” in Iridium’s Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 12, 2026, as well as in 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 underlying assumptions prove incorrect, actual results may vary materially from those expected, estimated or projected. Forward-looking statements speak only as of the date of this press release, and Iridium undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
FAQ
What is Iridium Communications (IRDM) acquiring in the Aireon transaction?
Iridium is acquiring the remaining 61% equity interest in Aireon it does not already own, giving it full indirect ownership of Aireon and its subsidiary, which operate a global space-based ADS-B air traffic surveillance system.
How much is Iridium (IRDM) paying to acquire the remaining Aireon stake?
Iridium agreed to pay approximately $366.7 million for the remaining 61% of Aireon. The purchase price will be split evenly, with 50% paid in cash at closing and 50% paid one year later via a seller loan.
What is the structure of the seller loan in the Iridium–Aireon deal?
At closing, sellers will provide Iridium Monitor Holdings with a $183.36 million term loan, bearing no interest and maturing one year after closing. The loan will be secured by a first‑priority lien on Aireon equity and intermediate holding entities.
How will the Aireon acquisition affect Iridium’s revenue and OEBITDA outlook?
Iridium expects the acquisition to add at least an additional consolidated $100 million of service revenue and $30 million of OEBITDA annually. These contributions are based on Aireon’s recent growth and are described as accretive to Iridium’s growth outlook.
What leverage impact does Iridium (IRDM) expect from acquiring Aireon?
Iridium expects net leverage to rise to about 4.0 times OEBITDA during Q3 2026 after closing the Aireon deal, then decline toward current levels over the following twelve months, with a long-term target of 2.0 times by the end of the decade.
When is the Iridium–Aireon acquisition expected to close?
The transaction is targeted to close in early July, subject to customary closing conditions, including accuracy of representations, performance of covenants, and required regulatory approvals such as Hart‑Scott‑Rodino antitrust clearance or expiration of the waiting period.