SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On January 31, 2019, we announced that our subsidiary, Sirius XM Radio Inc. (“Sirius Radio”), has received the requisite consents to adopt the proposed amendments (the “2023 Notes Proposed Amendments”) to the indenture governing Pandora Media, Inc.’s (“Pandora”) 1.75% Convertible Senior Notes due 2023 (the “2023 Notes”) in connection with Sirius Radio’s previously announced solicitation of consents with respect thereto (the “2023 Notes Consent Solicitation”), which expired at 5:00 p.m., New York City time, on January 31, 2019.
Following the receipt of the requisite consents with respect to the 2023 Notes, on January 31, 2019,Pandora and Citibank, N.A., as trustee under the indenture governing the 2023 Notes (the “Trustee”), executed the FirstSupplemental Indenture, dated as of January 31, 2019 (the “2023 Notes First Supplemental Indenture”), to the indenture governing the 2023 Notes, dated as of June 1, 2018 (the “2023 Notes Indenture”), between Pandora and the Trustee, giving effect to the 2023 Notes Proposed Amendments. The 2023 Notes Proposed Amendments will expressly permit the transactions contemplated by our previously announced agreement and plan of merger and reorganization with Pandora (the “Acquisition”). The 2023 Notes Proposed Amendments also provide each holder of the 2023 Notes with a right to require Pandora to repurchase such holder’s 2023 Notes at a price equal to 50% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable repurchase date, subject to certain conditions, including that the secondary market trading price of the 2023 Notes is below 50% for a specified number of trading days.
The 2023 Notes Supplemental Indenture became effective upon execution thereof, but the 2023 Notes Proposed Amendments will not become operative until satisfaction or waiver of the conditions to the 2023 Notes Consent Solicitation, including that all conditions precedent to the closing of the Acquisition have been satisfied or waived at or prior to February 15, 2019 and payment of the consent fee, which Sirius Radio expects to occur on the closing date of the Acquisition.
The foregoing description of the 2023 Notes Supplemental Indenture is not complete and is qualified in its entirety by reference to the 2023 Notes Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference into this Item 1.01.
| Item 3.03 | Material Modification to Rights of Security Holders |
The information set forth above under Item 1.01 with respect to the 2023 Notes Supplemental Indenture is hereby incorporated by reference into this Item 3.03.
A copy of the press release announcing the expiration of the 2023 Notes Consent Solicitation and receipt of the requisite consents to the 2023 Notes Proposed Amendments is attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
SIRIUS XM HOLDINGS INC. Exhibit
EX-4.1 2 c92903_ex4-1.htm Exhibit 4.1 PANDORA MEDIA,…
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