Sirius XM receives consents for 1.75% convertible notes due 2023

By Sarah Lizee

Olympia, Wash., Jan. 31 – Sirius XM Holdings Inc. said that subsidiary Sirius XM Radio Inc. received consents from a majority of holders of Pandora Media, Inc.’s $192,949,000 of 1.75% convertible senior notes due 2023 relating to proposed amendments under an agreement in principle as of the expiration time at 5 p.m. ET on Jan. 31, according to a press release.

Sirius had announced in an earlier press release on Thursday that it again extended the consent solicitation for the convertible notes 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.

Sirius had said that the consents 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 was holding the consent solicitations in connection with its acquisition of Pandora Media.

Each of the consent solicitations was made independently of and was 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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.