SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): June 7, 2021 (
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|Item 8.01|| |
On June 7, 2021, we issued a press release announcing the pricing of $2.0 billion aggregate principal amount of 4.000% Senior Notes due 2028 (the “Notes”), to be issued by our subsidiary, Sirius XM Radio Inc. (“SiriusXM”). This represents an increase of $500 million in aggregate principal amount of Notes offered. The offering is expected to close on June 21, 2021, subject to customary closing conditions.
SiriusXM intends to use the net proceeds from this offering to redeem all of its outstanding 3.875% Senior Notes due 2022 and to repay, in part, borrowings outstanding under its senior secured credit facility. Beginning August 1, 2021, the company may redeem the 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. Pending application of the offering proceeds to redeem the 3.875% Senior Notes due 2022, SiriusXM currently expects to use all of the net proceeds to repay borrowings outstanding under its senior secured credit facility.
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.
|Item 9.01|| |
Financial Statements and Exhibits
The Exhibit Index attached hereto is incorporated herein.
|99.1||Press Release dated June 7, 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|
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.|
Patrick L. Donnelly
Executive Vice President, General
Counsel and Secretary
Dated: June 7, 2021