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Sirius XM launches consent solicitation for Pandora convertibles
By Sarah Lizee
Olympia, Wash., Jan. 18 – Sirius XM Holdings Inc. said subsidiary Sirius XM Radio Inc. launched consent solicitations on behalf of Pandora Media, Inc. relating to its $152,051,000 of 1.75% convertible senior notes due 2020 and its $192,949,000 of 1.75% convertible senior notes due 2023.
The proposed amendments relate to the Sirius’ acquisition of Pandora Media.
Following close of the acquisition, Sirius intends to guarantee the payment obligations of Pandora Media, under each series of convertible notes.
Sirius is soliciting consents to amend the indentures governing the convertible notes to expressly permit the merger transactions, including the conversion of Pandora Media to a limited liability company.
The consent fee is $3.75 per $1,000 principal amount.
Adoption of the proposed amendments is conditioned upon receipt of valid consents of at least a majority of the total principal amount of each series of outstanding convertible notes at or prior to the expiration time of 5 p.m. ET on Jan. 25.
Each of the consent solicitations is being made independently of, and is not conditioned on, the consummation of the other consent solicitation.
Sirius said that on Friday it entered into an agreement with a beneficial owner of about $60 million of the principal amount of the 2020 convertibles, representing about 39.5% of the principal amount, under which the holder agreed to consent to the proposed amendments with respect to all of its 2020 notes.
Sirius said it agreed not to make some amendments to the terms of the consent solicitation with respect to the 2020 notes without that holder’s consent, according to an 8-K filing with the Securities and Exchange Commission.
BofA Merrill Lynch (888 292-0070 or 980 388-3646) is the solicitation agent.
D.F. King & Co., Inc. (212 269-5550 for banks and brokers, 800 829-6554 for all others, or conuma@dfking.com) is the information, tabulation and paying agent.
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