Item 1.01 Entry into a Material Definitive Agreement
On August 16, 2021, our subsidiary, Sirius XM Radio Inc. (“SiriusXM”), issued $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”). The Notes were sold to Citigroup Global Markets Inc., BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC. The Notes were resold to certain non-U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act at a purchase price equal to 100% of their principal amount. The terms of the 2026 Notes are governed by an Indenture, dated as of August 16, 2021, among SiriusXM, the guarantors named therein and U.S. Bank National Association, as trustee (the “2026 Notes Indenture”) and the terms of the 2031 Notes are governed by an Indenture, dated as of August 16, 2021, among SiriusXM, the guarantors named therein and U.S. Bank National Association, as trustee (the “2031 Indenture” and together with the 2026 Indenture, the “Indentures”). The following summary is not a complete description of all of the terms of the Indentures or the Notes and is qualified in its entirety by the copies of the Indentures which are attached as Exhibit 4.1 and Exhibit 4.2 and incorporated herein by reference.
Interest and maturity. Interest on the 2026 Notes is payable semi-annually in arrears on March 1 and September 1 at a rate of 3.125% per annum, commencing on March 1, 2022. The 2026 Notes will mature on September 1, 2026. Interest on the 2031 Notes is payable semi-annually in arrears on March 1 and September 1 at a rate of 3.875% per annum, commencing on March 1, 2022. The 2031 Notes will mature on September 1, 2031.
Guarantees. SiriusXM’s wholly owned domestic subsidiaries – Satellite CD Radio LLC, Sirius XM Connected Vehicle Services Inc., Sirius XM Connected Vehicle Services Holdings Inc., XM eMall Inc., XM Radio LLC, XM Investment LLC, XM 1500 Eckington LLC, Automatic Labs LLC, Pandora Media, LLC, Pandora Media California, LLC, AdsWizz Inc., Stitcher Media LLC and Audios Ventures Inc.– guarantee, on a senior unsecured basis, SiriusXM’s obligations under each series of Notes, including the payment of principal and interest. These guarantors also guarantee SiriusXM’s senior secured revolving credit facility and existing senior notes. One or more of SiriusXM’s other subsidiaries may, in the future, be required to guarantee SiriusXM’s other indebtedness, but may not be required to guarantee the Notes except as provided in the Indentures. Sirius XM Holdings Inc. does not guarantee the Notes but does guarantee the payment and performance obligations of Pandora Media, LLC under its existing convertible senior notes.
Ranking. The Notes are SiriusXM’s general unsecured senior obligations. The Notes and related guarantees rank equally in right of payment with all of SiriusXM’s and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of SiriusXM’s and the guarantors’
