LIBERTY MEDIA CORPORATION (NASDAQ:LMCK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On July5, 2017, Sirius XM Radio Inc. (“SiriusXM”), a subsidiary of Liberty Media Corporation, issued $750 million aggregate principal amount of 3.875% Senior Notes due 2022 (the “2022 Notes”) and $1.250 billion aggregate principal amount of 5.000% Senior Notes due 2027 (the “2027 Notes” and together with the 2022 Notes, the “Notes”). The Notes were sold to J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, BMO Capital Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs& Co. LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc. The Notes were resold to certain non-U.S. persons to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and to qualified institutional buyers to Rule 144A under the Securities Act at a purchase price equal to 50% of their principal amount. The terms of the 2022 Notes are governed by an Indenture, dated as of July5, 2017, among SiriusXM, the guarantors named therein and U.S. Bank National Association, as trustee (the “2022 Indenture”), and the terms of the 2027 Notes are governed by an Indenture, dated as of July5, 2017, among SiriusXM, the guarantors named therein and U.S. Bank National Association, as trustee (the “2027 Indenture” and together with the 2022 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 filed as Exhibits 4.1 and 4.2 to Sirius XM Holdings Inc.’s Current Report on Form 8-K (File No. 001-34295), filed with the Securities and Exchange Commission (“SEC”) on July 5, 2017, and are incorporated herein by reference.
Interest and maturity. Interest on the 2022 Notes is payable semi-annually in arrears on February1 and August1 at a rate of 3.875%per annum, commencing on February1, 2018. The 2022 Notes will mature on August1, 2022. Interest on the 2027 Notes is payable semi-annually in arrears on February1 and August1 at a rate of 5.000%per annum, commencing on February1, 2018. The 2027 Notes will mature on August1, 2027.
Guarantees. SiriusXM’s wholly owned 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 and XM 1500 Eckington LLC – guarantee, on a senior unsecured basis, SiriusXM’s obligations under the Notes, including the payment of principal and interest. These guarantors also guarantee SiriusXM’s existing senior indebtedness. One or more of SiriusXM’s other subsidiaries may, in the future, be required to guarantee SiriusXM’s existing senior indebtedness, but may not be required to guarantee the Notes except as provided in each of the Indentures. Sirius XM Holdings Inc. does not guarantee the 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’ future subordinated obligations; the Notes and related guarantees are structurally subordinated in right of payment to all existing and future liabilities (including trade payables) of SiriusXM’s non-guarantor subsidiaries; and the Notes and related guarantees are effectively subordinated to any of SiriusXM’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.
Optional redemption for the 2022 Notes. At any time prior to August1, 2020, SiriusXM may redeem some or all of the 2022 Notes at any time and from time to time at a “make-whole” redemption price set forth in the 2022 Indenture. On or after August1, 2020, SiriusXM may redeem the Notes, in whole or in part, at any time at the redemption prices set forth in the 2022 Indenture. In addition, prior to August1, 2020, SiriusXM may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 103.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption.
Optional redemption for the 2027 Notes. At any time prior to August1, 2022, SiriusXM may redeem some or all of the 2027 Notes at any time and from time to time at a “make-whole” redemption price set forth in the 2027 Indenture. On or after August1, 2022, SiriusXM may redeem the Notes, in whole or in part, at any time at the redemption prices set forth in the 2027 Indenture. In addition, prior to August1, 2020, SiriusXM may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price
