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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2021 (
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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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 8.01 | Other Events |
Notes Offering
On August 2, 2021, we issued a press release announcing the pricing of $1.0 billion aggregate principal amount of 3.125% Senior Notes due 2026 (the “2026 Notes”) and $1.5 billion aggregate principal amount of 3.875% Senior Notes due 2031 (the “2031 Notes” and together with the 2026 Notes, the “Notes”), to be issued by our subsidiary, Sirius XM Radio Inc. (“SiriusXM”). This represents an increase of $250 million in aggregate principal amount of 2026 Notes offered and $250 million in aggregate principal amount of 2031 Notes offered. The offering is expected to close on August 16, 2021, subject to customary closing conditions.
SiriusXM intends to use the net proceeds from this offering, together with cash on hand and borrowings under its senior secured credit facility, to redeem all $1.0 billion of its outstanding 5.375% Senior Notes due 2026 at a redemption price of 102.688% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date, and all $1.5 billion of its outstanding 4.625% Senior Notes due 2024 at a redemption price of 102.313% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Notes have not been registered under the Securities Act of 1933, as amended. The Notes may not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. This announcement does not constitute an offer to sell or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or sale would be unlawful.
Redemption of 3.875% Notes
On August 2, 2021 (the first business day after the redemption date of August 1, 2021), SiriusXM completed the previously announced redemption of all $1.0 billion aggregate principal amount of its 3.875% Senior Notes due 2022 at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The Exhibit Index attached hereto is incorporated herein.
EXHIBITS
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated August 2, 2021 relating to the pricing of the offering of the Notes | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
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.
| SIRIUS XM HOLDINGS INC. | ||
| By: | /s/ Patrick L. Donnelly | |
| Patrick L. Donnelly Executive Vice President, General Counsel and Secretary | ||
Dated: August 2, 2021
