Pandora Media, Inc. (NYSE:P) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 >Entry into a Material Definitive Agreement.
Amendment and Termination of KKR Investment Agreement
On June 8, 2017, Pandora Media, Inc. a Delaware corporation (the
Company or Pandora) and KKR Classic Investors L.P. (formerly known
as KKR Classic Investors LLC) (KKR) entered into an amendment (the
Amendment) to the Investment Agreement dated as of May 8, 2017 (the
KKR Investment Agreement) by and between the Company and KKR. Among
other things, the Amendment provided the Company with the option to
terminate the KKR Investment Agreement in the event the Company
determined that it would accept a minority investment from a
strategic party. In order to terminate the KKR Investment Agreement
thereunder, the Amendment required that the Company provide written
notice of its intent to terminate to KKR by 8:00 a.m. Eastern
Daylight Time on June 9, 2017 (the KKR Termination Notice) and pay
KKR (or its designees) a $22.5 million termination fee (the KKR
Termination Fee).
Company or Pandora) and KKR Classic Investors L.P. (formerly known
as KKR Classic Investors LLC) (KKR) entered into an amendment (the
Amendment) to the Investment Agreement dated as of May 8, 2017 (the
KKR Investment Agreement) by and between the Company and KKR. Among
other things, the Amendment provided the Company with the option to
terminate the KKR Investment Agreement in the event the Company
determined that it would accept a minority investment from a
strategic party. In order to terminate the KKR Investment Agreement
thereunder, the Amendment required that the Company provide written
notice of its intent to terminate to KKR by 8:00 a.m. Eastern
Daylight Time on June 9, 2017 (the KKR Termination Notice) and pay
KKR (or its designees) a $22.5 million termination fee (the KKR
Termination Fee).
On June 9, 2017, the Company delivered the KKR Termination Notice
in accordance with the Amendment and paid the KKR Termination Fee.
Accordingly, the KKR Investment Agreement was terminated.
in accordance with the Amendment and paid the KKR Termination Fee.
Accordingly, the KKR Investment Agreement was terminated.
Initial Closing of Sirius Transaction
Concurrently with delivering the KKR Termination Notice, the
Company entered into an Investment Agreement dated as of June 9,
2017 (the Sirius Investment Agreement) by and between the Company
and Sirius XM Radio Inc. (Sirius) relating to the issuance and sale
to Sirius of 480,000 shares of the Companys Series A Convertible
Preferred Stock, par value $0.0001 per share (the Series A
Preferred Stock), for an aggregate purchase price of $480 million,
or $1,000 per share. The Sirius Investment Agreement provided that
(i) 172,500 shares of Series A Preferred Stock would be issued and
sold to Sirius on June 9, 2017 (the Initial Closing) and (ii) the
remaining 307,500 shares would be issued and sold to Sirius at a
future date (the Additional Closing), subject to and following the
satisfaction of certain customary closing conditions, including,
among others, obtaining clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, as amended, and the rules and
regulations promulgated thereunder (the HSR Act).
Company entered into an Investment Agreement dated as of June 9,
2017 (the Sirius Investment Agreement) by and between the Company
and Sirius XM Radio Inc. (Sirius) relating to the issuance and sale
to Sirius of 480,000 shares of the Companys Series A Convertible
Preferred Stock, par value $0.0001 per share (the Series A
Preferred Stock), for an aggregate purchase price of $480 million,
or $1,000 per share. The Sirius Investment Agreement provided that
(i) 172,500 shares of Series A Preferred Stock would be issued and
sold to Sirius on June 9, 2017 (the Initial Closing) and (ii) the
remaining 307,500 shares would be issued and sold to Sirius at a
future date (the Additional Closing), subject to and following the
satisfaction of certain customary closing conditions, including,
among others, obtaining clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, as amended, and the rules and
regulations promulgated thereunder (the HSR Act).
In accordance with the Sirius Investment Agreement, the Initial
Closing was consummated on June 9, 2017, whereby Sirius paid to the
Company $172.5 million in exchange for 172,500 shares of Series A
Preferred Stock.
Closing was consummated on June 9, 2017, whereby Sirius paid to the
Company $172.5 million in exchange for 172,500 shares of Series A
Preferred Stock.
Certificate of Designation
On June 9, 2017, the Company filed with the Secretary of State of
the State of Delaware a Certificate of Designation of Preferences,
Rights and Limitations of Series A Convertible Preferred Stock (the
Certificate of Designation). The Certificate of Designation became
effective upon filing.
the State of Delaware a Certificate of Designation of Preferences,
Rights and Limitations of Series A Convertible Preferred Stock (the
Certificate of Designation). The Certificate of Designation became
effective upon filing.
As described further in the Certificate of Designation, the Series
A Preferred Stock ranks senior to the shares of the Companys common
stock, par value $0.0001 per share (the Common Stock), with respect
to dividend rights, redemption rights and rights on the
distribution of assets on any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company. The Series
A Preferred Stock has a liquidation preference of $1,000 per share.
Holders of Series A Preferred Stock are entitled to a cumulative
dividend at the rate of 6.0% per annum, payable quarterly in
arrears, as set forth in the Certificate of Designation.
A Preferred Stock ranks senior to the shares of the Companys common
stock, par value $0.0001 per share (the Common Stock), with respect
to dividend rights, redemption rights and rights on the
distribution of assets on any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company. The Series
A Preferred Stock has a liquidation preference of $1,000 per share.
Holders of Series A Preferred Stock are entitled to a cumulative
dividend at the rate of 6.0% per annum, payable quarterly in
arrears, as set forth in the Certificate of Designation.
Beginning on the date of the Additional Closing (or if the Sirius
Investment Agreement is terminated prior to the Additional Closing,
the date of such termination), the Series A Preferred Stock is
convertible at the option of the holders at any time into shares of
Common Stock at an initial conversion price of $10.50 per share of
Common Stock and an initial conversion rate of 95.2381 shares of
Common Stock per share of Series A Preferred Stock, subject to
certain customary anti-dilution adjustments. Any conversion of
Series A Preferred Stock may be settled by the Company, at its
option, in shares of Common Stock, cash or any combination thereof.
However, unless and until the Companys shareholders have approved
the issuance of greater than 19.99% of the outstanding Common
Stock, as required by the New York Stock Exchanges listing
requirements (Shareholder Approval), the Series A Preferred Stock
may not be converted into more than 19.99% of the Companys
outstanding Common Stock as of the date of the Initial Closing. In
addition, the holders of the Series A Preferred Stock may not
convert if such conversion would require approval (or the
expiration or early termination of any applicable waiting period)
under the HSR Act and such approval (or expiration or early
termination) has not occurred.
Investment Agreement is terminated prior to the Additional Closing,
the date of such termination), the Series A Preferred Stock is
convertible at the option of the holders at any time into shares of
Common Stock at an initial conversion price of $10.50 per share of
Common Stock and an initial conversion rate of 95.2381 shares of
Common Stock per share of Series A Preferred Stock, subject to
certain customary anti-dilution adjustments. Any conversion of
Series A Preferred Stock may be settled by the Company, at its
option, in shares of Common Stock, cash or any combination thereof.
However, unless and until the Companys shareholders have approved
the issuance of greater than 19.99% of the outstanding Common
Stock, as required by the New York Stock Exchanges listing
requirements (Shareholder Approval), the Series A Preferred Stock
may not be converted into more than 19.99% of the Companys
outstanding Common Stock as of the date of the Initial Closing. In
addition, the holders of the Series A Preferred Stock may not
convert if such conversion would require approval (or the
expiration or early termination of any applicable waiting period)
under the HSR Act and such approval (or expiration or early
termination) has not occurred.
At any time the Series A Preferred Stock would be, but for the
19.99% cap, convertible into a number of shares of Common Stock
exceeding 19.99% of the Common Stock outstanding on the date of the
Initial Closing, the holders of a majority of the outstanding
Series A Preferred Stock may require the Company to hold a meeting
of the Companys shareholders for the purpose of obtaining
Shareholder Approval. The Company must hold the shareholder meeting
within 120
19.99% cap, convertible into a number of shares of Common Stock
exceeding 19.99% of the Common Stock outstanding on the date of the
Initial Closing, the holders of a majority of the outstanding
Series A Preferred Stock may require the Company to hold a meeting
of the Companys shareholders for the purpose of obtaining
Shareholder Approval. The Company must hold the shareholder meeting
within 120
days following written request by such holders and must use
commercially reasonable efforts to obtain Shareholder Approval. If
Shareholder Approval is not obtained at such meeting, the holders
of a majority of the outstanding Series A Preferred Stock have the
right to require the Company to use its commercially reasonable
efforts to obtain Shareholder Approval at any subsequent annual
meeting of the Company until Shareholder Approval is obtained.
commercially reasonable efforts to obtain Shareholder Approval. If
Shareholder Approval is not obtained at such meeting, the holders
of a majority of the outstanding Series A Preferred Stock have the
right to require the Company to use its commercially reasonable
efforts to obtain Shareholder Approval at any subsequent annual
meeting of the Company until Shareholder Approval is obtained.
Beginning on the date of the Additional Closing, holders of Series
A Preferred Stock are entitled to vote as a single class with the
holders of Common Stock on an as-converted basis (up to a maximum
of 19.99% of the Common Stock outstanding on the date of the
Initial Closing, unless Shareholder Approval has been received). If
the Sirius Investment Agreement is terminated prior to the
Additional Closing, the holders of Series A Preferred Stock will be
entitled to exercise such voting rights only following the receipt
of approvals required by the HSR Act (or expiration or early
termination of any applicable waiting period thereunder) or if such
holders are otherwise permitted under the HSR Act to exercise such
voting rights.
A Preferred Stock are entitled to vote as a single class with the
holders of Common Stock on an as-converted basis (up to a maximum
of 19.99% of the Common Stock outstanding on the date of the
Initial Closing, unless Shareholder Approval has been received). If
the Sirius Investment Agreement is terminated prior to the
Additional Closing, the holders of Series A Preferred Stock will be
entitled to exercise such voting rights only following the receipt
of approvals required by the HSR Act (or expiration or early
termination of any applicable waiting period thereunder) or if such
holders are otherwise permitted under the HSR Act to exercise such
voting rights.
Effective as of the Initial Closing, holders of Series A Preferred
Stock are entitled to a separate class vote with respect to
amendments to the Companys organizational documents that have an
adverse effect on the Series A Preferred Stock, issuances by the
Company of securities that are senior to, or equal in priority
with, the Series A Preferred Stock and the incurrence of
indebtedness for borrowed money in excess of $500 million and,
beginning in any year in which the Company generates positive
Consolidated EBITDA (as defined in the Certificate of Designation),
three times trailing four quarter Consolidated EBITDA.
Stock are entitled to a separate class vote with respect to
amendments to the Companys organizational documents that have an
adverse effect on the Series A Preferred Stock, issuances by the
Company of securities that are senior to, or equal in priority
with, the Series A Preferred Stock and the incurrence of
indebtedness for borrowed money in excess of $500 million and,
beginning in any year in which the Company generates positive
Consolidated EBITDA (as defined in the Certificate of Designation),
three times trailing four quarter Consolidated EBITDA.
Upon certain change of control events involving the Company, the
Company is required to repurchase all of the Series A Preferred
Stock at a price equal to the greater of (1) an amount in cash
equal to 50% of the liquidation preference thereof plus all accrued
but unpaid dividends through the fifth anniversary of the Initial
Closing (assuming such shares of Series A Preferred Stock remain
outstanding through such date) and (2) the consideration the
holders would have received if they had converted their shares of
Series A Preferred Stock into Common Stock immediately prior to the
change of control event (disregarding the 19.99% cap).
Company is required to repurchase all of the Series A Preferred
Stock at a price equal to the greater of (1) an amount in cash
equal to 50% of the liquidation preference thereof plus all accrued
but unpaid dividends through the fifth anniversary of the Initial
Closing (assuming such shares of Series A Preferred Stock remain
outstanding through such date) and (2) the consideration the
holders would have received if they had converted their shares of
Series A Preferred Stock into Common Stock immediately prior to the
change of control event (disregarding the 19.99% cap).
On any date after the fifth anniversary of the Additional Closing
(or, if the Additional Closing does not occur, the fifth
anniversary of the Initial Closing), the holders of Series A
Preferred Stock have the right to require the Company to redeem all
or any portion of the Series A Preferred Stock at 50% of the
liquidation preference thereof plus all accrued but unpaid
dividends for, at the election of the Company, cash, shares of
Common Stock or a combination thereof, provided that the Company
may not settle the redemption for shares of Common Stock to the
extent the 19.99% cap would be exceeded. If the Additional Closing
has not occurred, however, cash redemption is required.
(or, if the Additional Closing does not occur, the fifth
anniversary of the Initial Closing), the holders of Series A
Preferred Stock have the right to require the Company to redeem all
or any portion of the Series A Preferred Stock at 50% of the
liquidation preference thereof plus all accrued but unpaid
dividends for, at the election of the Company, cash, shares of
Common Stock or a combination thereof, provided that the Company
may not settle the redemption for shares of Common Stock to the
extent the 19.99% cap would be exceeded. If the Additional Closing
has not occurred, however, cash redemption is required.
Beginning (i) after the third anniversary of the date of the
Additional Closing (or, if the Additional Closing does not occur,
the third anniversary of the Initial Closing) or (ii) after the
Sirius Investment Agreement is terminated prior to the Additional
Closing, if the volume weighted average price per share of Common
Stock exceeds $18.375, as may be adjusted to the Certificate of
Designation, for at least 20 trading days in any period of 30
consecutive trading days, all of the outstanding Series A Preferred
Stock may be redeemed at 50% of the liquidation preference thereof
plus all accrued but unpaid dividends for, at the election of the
Company, cash, shares of Common Stock or a combination thereof,
provided that the Company may not settle the redemption for shares
of Common Stock to the extent the 19.99% cap would be exceeded.
However, if the Company elects to redeem the Series A Preferred
Stock to item (ii) above, the Company must receive the written
consent of the holders of a majority of the outstanding Series A
Preferred Stock and must redeem the Series A Preferred Stock in
cash.
Additional Closing (or, if the Additional Closing does not occur,
the third anniversary of the Initial Closing) or (ii) after the
Sirius Investment Agreement is terminated prior to the Additional
Closing, if the volume weighted average price per share of Common
Stock exceeds $18.375, as may be adjusted to the Certificate of
Designation, for at least 20 trading days in any period of 30
consecutive trading days, all of the outstanding Series A Preferred
Stock may be redeemed at 50% of the liquidation preference thereof
plus all accrued but unpaid dividends for, at the election of the
Company, cash, shares of Common Stock or a combination thereof,
provided that the Company may not settle the redemption for shares
of Common Stock to the extent the 19.99% cap would be exceeded.
However, if the Company elects to redeem the Series A Preferred
Stock to item (ii) above, the Company must receive the written
consent of the holders of a majority of the outstanding Series A
Preferred Stock and must redeem the Series A Preferred Stock in
cash.
Sirius Investment Agreement
> to the Sirius Investment Agreement, the Company has agreed to
elect three individuals to be designated by Sirius to the Companys
board of directors (the Board) from and after the Additional
Closing, unless Sirius and its affiliates fail to beneficially own
shares of Series A Preferred Stock and/or Common Stock that were
issued upon conversion of Series A Preferred Stock equal to (on an
as-converted basis) at least 50% of the number of shares of Common
Stock issuable upon conversion of the Series A Preferred Stock
purchased by Sirius under the Sirius Investment Agreement at the
Initial Closing and, following the Additional Closing, the
Additional Closing (the Fall-Away of Sirius Board Rights).
Following the earlier to occur of (i) the second anniversary of the
Additional Closing and (ii) the date on which Sirius and its
affiliates fail to beneficially own shares of Series A Preferred
Stock and/or Common Stock that were issued upon conversion of
Series A Preferred Stock equal to (on an as-converted basis) at
least 75% of the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock purchased by Sirius
under the Sirius Investment Agreement at the Initial Closing and,
following the Additional Closing, the Additional Closing (the 75%
Beneficial Ownership Test), Sirius shall have the right to
designate only two directors.
elect three individuals to be designated by Sirius to the Companys
board of directors (the Board) from and after the Additional
Closing, unless Sirius and its affiliates fail to beneficially own
shares of Series A Preferred Stock and/or Common Stock that were
issued upon conversion of Series A Preferred Stock equal to (on an
as-converted basis) at least 50% of the number of shares of Common
Stock issuable upon conversion of the Series A Preferred Stock
purchased by Sirius under the Sirius Investment Agreement at the
Initial Closing and, following the Additional Closing, the
Additional Closing (the Fall-Away of Sirius Board Rights).
Following the earlier to occur of (i) the second anniversary of the
Additional Closing and (ii) the date on which Sirius and its
affiliates fail to beneficially own shares of Series A Preferred
Stock and/or Common Stock that were issued upon conversion of
Series A Preferred Stock equal to (on an as-converted basis) at
least 75% of the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock purchased by Sirius
under the Sirius Investment Agreement at the Initial Closing and,
following the Additional Closing, the Additional Closing (the 75%
Beneficial Ownership Test), Sirius shall have the right to
designate only two directors.
Until the Fall-Away of Sirius Board Rights, the Company has agreed
under the Sirius Investment Agreement to include the Sirius
designees in the Companys slate of director nominees at the
Companys annual meetings, to be elected by the holders of the
Series A Preferred Stock voting as a separate class.
under the Sirius Investment Agreement to include the Sirius
designees in the Companys slate of director nominees at the
Companys annual meetings, to be elected by the holders of the
Series A Preferred Stock voting as a separate class.
Sirius is subject to certain standstill restrictions, including,
among other things, that Sirius will be restricted from acquiring
additional securities of the Company for eighteen months after the
Initial Closing Date. Sirius also may not make, encourage or
participate in the solicitation of proxies to vote the Companys
securities until the later of (i) the second anniversary of the
Additional Closing or (ii) the date on which all of Sirius
designees have resigned from and are no longer serving on the
Board. Finally, Sirius may not take certain actions with respect to
any merger, consolidation, business combination or similar
transactions involving the Company, other than confidential
proposals to the Board of Directors that are not reasonably
expected to require public disclosure by the Company, until the
second anniversary of the Additional Closing (or the second
anniversary of the Initial Closing, if the Sirius Investment
Agreement is terminated prior to the Additional Closing).
among other things, that Sirius will be restricted from acquiring
additional securities of the Company for eighteen months after the
Initial Closing Date. Sirius also may not make, encourage or
participate in the solicitation of proxies to vote the Companys
securities until the later of (i) the second anniversary of the
Additional Closing or (ii) the date on which all of Sirius
designees have resigned from and are no longer serving on the
Board. Finally, Sirius may not take certain actions with respect to
any merger, consolidation, business combination or similar
transactions involving the Company, other than confidential
proposals to the Board of Directors that are not reasonably
expected to require public disclosure by the Company, until the
second anniversary of the Additional Closing (or the second
anniversary of the Initial Closing, if the Sirius Investment
Agreement is terminated prior to the Additional Closing).
>The Sirius Investment Agreement may be terminated by either
party if the Additional Closing has not occurred by February 1,
2018 (the Termination Date). However, if all applicable closing
conditions have been satisfied as of such date other than with
respect to the expiration or early termination of the applicable
waiting period under the HSR Act, the Termination Date will be
extended for an additional 60 days.
party if the Additional Closing has not occurred by February 1,
2018 (the Termination Date). However, if all applicable closing
conditions have been satisfied as of such date other than with
respect to the expiration or early termination of the applicable
waiting period under the HSR Act, the Termination Date will be
extended for an additional 60 days.
Registration Rights Agreement
On June 9, 2017, the Company and Sirius entered into a Registration
Rights Agreement (the Registration Rights Agreement), to which the
Company has agreed to provide the purchasers party thereto with
certain customary registration rights with respect to the Series A
Preferred Stock and any Common Stock issued upon conversion of the
Series A Preferred Stock. The Registration Rights Agreement
contains customary terms and conditions, including certain
customary indemnification obligations.
Rights Agreement (the Registration Rights Agreement), to which the
Company has agreed to provide the purchasers party thereto with
certain customary registration rights with respect to the Series A
Preferred Stock and any Common Stock issued upon conversion of the
Series A Preferred Stock. The Registration Rights Agreement
contains customary terms and conditions, including certain
customary indemnification obligations.
The foregoing descriptions of the Amendment, the KKR Termination
Notice, the Sirius Investment Agreement, the Certificate of
Designation and the Registration Rights Agreement do not purport to
be complete and are subject to, and are qualified in their entirety
by, the full text of the Amendment, the KKR Termination Notice, the
Sirius Investment Agreement, the Certificate of Designation and the
Registration Rights Agreement, as applicable, which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 3.1, and 10.4, respectively,
and are incorporated herein by reference.
Notice, the Sirius Investment Agreement, the Certificate of
Designation and the Registration Rights Agreement do not purport to
be complete and are subject to, and are qualified in their entirety
by, the full text of the Amendment, the KKR Termination Notice, the
Sirius Investment Agreement, the Certificate of Designation and the
Registration Rights Agreement, as applicable, which are attached
hereto as Exhibits 10.1, 10.2, 10.3, 3.1, and 10.4, respectively,
and are incorporated herein by reference.
Ticketfly Purchase Agreement
On June 9, 2017, the Company entered into a Membership Interest
Purchase Agreement (the Purchase Agreement) by and among
Eventbrite, Inc., a Delaware corporation (Eventbrite) and
Ticketfly, LLC, a Delaware limited liability company and wholly
owned subsidiary of the Company (Ticketfly) to which the Company
agreed to sell, and Eventbrite agreed to buy, 50% of the issued and
outstanding membership interest of Ticketfly from the Company (the
Interests). The purchase price for the Interests is $200 million,
which consists of $150 million in cash and $50 million in the form
of a convertible subordinated promissory note (the Note) which are
payable and issuable at the Closing. The purchase price is subject
to customary adjustments for working capital. The Note will be due
five years from its issuance date (the Maturity Date) and will
accrue interest at a rate of 6.5% per annum, payable quarterly in
cash or stock for the first year, and in cash thereafter. Prior to
the Maturity Date, the Note is convertible at the Companys option
into shares of Eventbrites common stock.
Purchase Agreement (the Purchase Agreement) by and among
Eventbrite, Inc., a Delaware corporation (Eventbrite) and
Ticketfly, LLC, a Delaware limited liability company and wholly
owned subsidiary of the Company (Ticketfly) to which the Company
agreed to sell, and Eventbrite agreed to buy, 50% of the issued and
outstanding membership interest of Ticketfly from the Company (the
Interests). The purchase price for the Interests is $200 million,
which consists of $150 million in cash and $50 million in the form
of a convertible subordinated promissory note (the Note) which are
payable and issuable at the Closing. The purchase price is subject
to customary adjustments for working capital. The Note will be due
five years from its issuance date (the Maturity Date) and will
accrue interest at a rate of 6.5% per annum, payable quarterly in
cash or stock for the first year, and in cash thereafter. Prior to
the Maturity Date, the Note is convertible at the Companys option
into shares of Eventbrites common stock.
The Purchase Agreement includes customary representations and
warranties of the parties and covenants, including without
limitation covenants with respect to actions taken prior to the
closing, cooperation with respect to regulatory issues, and access
to information. The Purchase Agreement provides for customary and
certain special indemnities and is also subject to customary
closing conditions, including the expiration or termination of the
applicable waiting period under the HSR Act. The Purchase Agreement
contains certain termination rights for the parties, including if
the closing of the transactions contemplated thereby does not occur
by September 9, 2017 or, under certain conditions, if there has
been a breach of certain representations and warranties or a
failure to perform any covenant by the other party. Closing is
anticipated to occur in the third quarter of 2017.
warranties of the parties and covenants, including without
limitation covenants with respect to actions taken prior to the
closing, cooperation with respect to regulatory issues, and access
to information. The Purchase Agreement provides for customary and
certain special indemnities and is also subject to customary
closing conditions, including the expiration or termination of the
applicable waiting period under the HSR Act. The Purchase Agreement
contains certain termination rights for the parties, including if
the closing of the transactions contemplated thereby does not occur
by September 9, 2017 or, under certain conditions, if there has
been a breach of certain representations and warranties or a
failure to perform any covenant by the other party. Closing is
anticipated to occur in the third quarter of 2017.
The foregoing description of the Purchase Agreement does not
purport to be complete and is subject to, and is qualified in its
entirety by, the full text of the Purchase Agreement, which is
attached hereto as Exhibit 10.5 and is incorporated herein by
reference.
purport to be complete and is subject to, and is qualified in its
entirety by, the full text of the Purchase Agreement, which is
attached hereto as Exhibit 10.5 and is incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information contained in Item 1.01 with respect to the
Companys termination of the KKR Investment Agreement is
incorporated herein by reference.
Companys termination of the KKR Investment Agreement is
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 is incorporated herein by
reference.
reference.
As described in Item 1.01, on June 9, 2017, the Company issued and
sold to Sirius 172,500 shares of Series A Preferred Stock for an
aggregate purchase price of $172.5 million, or $1,000 per share, to
the Sirius Investment Agreement. This issuance and sale is exempt
from registration under the Securities Act of 1933, as amended (the
Securities Act), to Section 4(a)(2) thereof. Sirius represented to
the Company that it is an accredited investor as defined in Rule
501 of the Securities Act and that the Series A Preferred Stock is
being acquired for investment purposes and not with a view to, or
for sale in connection with, any distribution thereof.
sold to Sirius 172,500 shares of Series A Preferred Stock for an
aggregate purchase price of $172.5 million, or $1,000 per share, to
the Sirius Investment Agreement. This issuance and sale is exempt
from registration under the Securities Act of 1933, as amended (the
Securities Act), to Section 4(a)(2) thereof. Sirius represented to
the Company that it is an accredited investor as defined in Rule
501 of the Securities Act and that the Series A Preferred Stock is
being acquired for investment purposes and not with a view to, or
for sale in connection with, any distribution thereof.
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 1.01 is incorporated herein by
reference.
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
The information contained in Item 1.01 with respect to the
Certificate of Designation is incorporated herein by reference.
Certificate of Designation is incorporated herein by reference.
Item 8.01 Other Events.
A copy of the Companys press releases announcing the Sirius
Investment Agreement and the Purchase Agreement, each dated June 9,
2017, are attached as Exhibits 99.1, 99.2 and 99.3 hereto and are
each incorporated herein by reference.
Investment Agreement and the Purchase Agreement, each dated June 9,
2017, are attached as Exhibits 99.1, 99.2 and 99.3 hereto and are
each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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3.1
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Certificate of Designation of Preferences, Rights and
Limitations of Series A Convertible Preferred Stock |
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10.1
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First Amendment to Investment Agreement, dated as of June
8, 2017, by and between Pandora Media, Inc. and KKR Classic Investors L.P. |
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10.2
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Notice of Termination, dated as of June 9, 2017
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10.3
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Investment Agreement, dated as of June 9, 2017, by and
between Pandora Media, Inc. and Sirius XM Radio Inc. |
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10.4
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Registration Rights Agreement, dated as of June 9, 2017,
by and between Pandora Media, Inc. and Sirius XM Radio Inc. |
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10.5
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Membership Interest Purchase Agreement, dated as of June
9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC |
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99.1
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Press Release SiriusXM to Make $480 Million Strategic
Investment in Pandora, dated as of June 9, 2017 |
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99.2
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Press Release Eventbrite Enters into Agreement with
Pandora to Acquire Ticketfly, dated as of June 9, 2017 |
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99.3
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Press Release Pandora Strengthens Balance Sheet and
Sharpens Focus on Core Priorities, dated as of June 9, 2017 |
Forward-Looking Statements
This communication contains forward-looking statements.
Forward-looking statements use words such as expect, anticipate,
outlook, intend, believe, will, should, would, could and words of
similar meaning. Statements regarding the investment by Sirius
and statements that do not relate to historical or current fact,
are examples of forward-looking statements. These forward-looking
statements are based on Pandora’s current assumptions,
expectations and beliefs and involve substantial risks and
uncertainties that may cause results, performance or achievement
to materially differ from those expressed or implied by these
forward-looking statements. Forward-looking statements are not
guarantees of future performance, and there are a number of
important factors that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements, including factors relating to the
successful closing of the investment by Sirius and achievement of
its potential benefits Further information on risks and
uncertainties affecting Pandoras business are described in
Pandoras filings with the Securities and Exchange Commission (the
SEC), including under the headings Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations in Pandoras annual report on Form 10-K for the year
ended December 31, 2016 filed with the SEC on April 27, 2017 and
in any of Pandoras subsequently filed Form 10-Qs. Any
forward-looking statement speaks only as of the date on which it
is made. Pandora does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Forward-looking statements use words such as expect, anticipate,
outlook, intend, believe, will, should, would, could and words of
similar meaning. Statements regarding the investment by Sirius
and statements that do not relate to historical or current fact,
are examples of forward-looking statements. These forward-looking
statements are based on Pandora’s current assumptions,
expectations and beliefs and involve substantial risks and
uncertainties that may cause results, performance or achievement
to materially differ from those expressed or implied by these
forward-looking statements. Forward-looking statements are not
guarantees of future performance, and there are a number of
important factors that could cause actual outcomes and results to
differ materially from the results contemplated by such
forward-looking statements, including factors relating to the
successful closing of the investment by Sirius and achievement of
its potential benefits Further information on risks and
uncertainties affecting Pandoras business are described in
Pandoras filings with the Securities and Exchange Commission (the
SEC), including under the headings Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations in Pandoras annual report on Form 10-K for the year
ended December 31, 2016 filed with the SEC on April 27, 2017 and
in any of Pandoras subsequently filed Form 10-Qs. Any
forward-looking statement speaks only as of the date on which it
is made. Pandora does not undertake any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
About Pandora Media, Inc. (NYSE:P)
Pandora Media, Inc. (Pandora) is a music discovery platform, offering a personalized experience for each of its listeners wherever and whenever they want to listen to music, whether through earbuds, car speakers or live on stage. The Company delivers targeted messages to its listeners using a combination of audio, display and video advertisements. The Company provides services, including Pandora and Ticketfly. It provides the Pandora service through over two models, such as free service and Pandora One. Its free service allows listeners access to its music and comedy catalogs and personalized playlist generating system for free across all of the Pandora delivery platforms. Pandora One is a paid subscription service without any advertising. In addition to its monthly subscriptions, service listeners can purchase a single day Pandora One experience with its Pandora One Day Pass product. The Company’s Ticketfly service is a cloud ticketing platform for live events.