Sirius extends bid for Pandora’s 2023 convertibles, adds proposed put

By Susanna Moon

Chicago, Jan. 31 – Sirius XM Holdings Inc.’s subsidiary Sirius XM Radio Inc. again extended the consent solicitation for Pandora Media, Inc.’s $192,949,000 of 1.75% convertible senior notes due 2023, this time until 5 p.m. ET on Jan. 31 from 5 p.m. ET on Jan. 30.

The company also added a proposed amendment that would provide holders with a put option at par plus accrued interest, according to an 8-K filing with the Securities and Exchange Commission.

As of Thursday, holders representing at least a majority of the 2023 convertibles agreed to give their consents in support of the proposed amendments under an agreement in principle, according to a press release by the company.

The company added that it could not assure that it would secure those consents, however, and that they were not a condition to closing of the company’s planned acquisition, which it expected “to occur shortly.”

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, the company extended the consent solicitation for Pandora’s 1.75% convertibles from 5 p.m. ET on Jan. 25. The company then pushed back the deadline until 5 p.m. ET on Jan. 30 from 5 p.m. ET on Jan. 29.

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.

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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