Sirius adds one day to consent bid for Pandora’s 2023 convertibles

By Susanna Moon

Chicago, Jan. 30 – Sirius XM Holdings Inc. said subsidiary Sirius XM Radio Inc. further extended the consent solicitation for Pandora Media, Inc.’s $192,949,000 of 1.75% convertible senior notes due 2023 until 5 p.m. ET on Jan. 30 from 5 p.m. ET on Jan. 29.

As announced Jan. 28, Sirius secured the needed majority of consents to amend Pandora’s $152,051,000 of 1.75% convertible senior notes due 2020 by the end of the solicitation at 5 p.m. ET on Jan. 25.

At the same time, Sirius extended the consent solicitation for Pandora’s 1.75% convertibles from 5 p.m. ET on Jan. 25.

As announced Jan. 18, Sirius is holding the consent solicitations in connection with its acquisition of Pandora Media.

Each of the consent solicitations is being made independently of and is not conditioned on the completion of the other.

After the acquisition closes, Sirius plans to guarantee the payment obligations of Pandora Media under each series of convertibles.

Sirius is soliciting consents to amend the notes to expressly permit the merger, including the conversion of Pandora Media to a limited liability company.

The consent fee is $3.75 per $1,000 principal amount.

The consent solicitation requires that conditions to the closing of the acquisition be satisfied or waived before Feb. 15.

The acquisition is not conditioned on the company obtaining consents from holders of the 2023 notes, the company added.

Sirius previously said it had 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 for the 2020 notes without that holder’s consent.

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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