SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Other Events
Item 8.01

On June 5, 2019, we issued a press release announcing the commencement of a private offering of $1.0 billion aggregate principal amount of Senior Notes due 2029 (the “Notes”) to be issued by our subsidiary, Sirius XM Radio Inc. (“SiriusXM”).

On June 5, 2019, we issued an additional press release announcing the pricing of $1.25 billion of 5.50% Senior Notes due 2029, reflecting an increase of $250 million in aggregate principal amount of Notes offered. The offering is expected to close on June 7, 2019, subject to customary closing conditions. SiriusXM intends to use the net proceeds from the offering of the Notes initially to repay the borrowings outstanding under its $1,750 million Senior Secured Revolving Credit Facility due 2023 (the “Credit Facility”) and for general corporate purposes, which may include the funding of share repurchases by us and the repurchase, redemption, defeasance, tender or repayment of SiriusXM’s other outstanding indebtedness, in each case, from time to time and as market conditions permit. Balances outstanding under the Credit Facility fluctuate as our needs dictate.

A copy of each press release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes may not be offered or sold within the United States or to U.S. persons, except to “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.

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.