NEW YORK, Sept. 22, 2017 /PRNewswire/ -- SiriusXM
(NASDAQ: SIRI) and Pandora (NYSE: P) today announced that SiriusXM
has purchased $307.5 million of
Series A preferred stock in Pandora, completing the $480 million strategic investment announced on
June 9, 2017.
Under the terms of the agreement, a subsidiary of SiriusXM
purchased $172.5 million of Series A
preferred stock upon execution of the agreement on June 9, 2017 and today purchased an additional
$307.5 million of the Series A
preferred stock.
The Series A preferred stock is convertible into common stock at
a purchase price of $10.50 per
share. The Series A preferred stock bears a 6% cumulative
dividend, payable in cash, accretion of the Series A preferred
stock or a combination thereof. The Series A preferred stock
represents a stake of 19% of Pandora's currently outstanding common
stock, and a 16% interest on an as-converted basis.
Upon the closing of this second investment, Gregory B. Maffei, the Chairman of SiriusXM,
James E. Meyer, the Chief Executive
Officer of SiriusXM, and David J.
Frear, the Senior Executive Vice President and Chief
Financial Officer of SiriusXM, were named to the Pandora Board of
Directors. Mr. Maffei was also named Chairman of
Pandora. With these additions, Elizabeth Nelson concluded her tenure on
Pandora's board, effective immediately. Nelson has served on
Pandora's board since 2013. The Pandora Board now consists of
nine directors.
SiriusXM may require Pandora to redeem the Series A preferred
stock beginning on September 22,
2022, the fifth anniversary of the closing, for an amount
equal to its liquidation preference plus all accrued and unpaid
dividends. Pandora may also redeem the Series A preferred
stock at any time after September 22,
2020, the third anniversary of the closing, if the daily
volume weighted average price of Pandora's common stock is greater
than or equal to 175% of the then applicable conversion price for a
period of at least 20 days during a 30 day trading window prior to
the notice of redemption.
Additional information relating to the SiriusXM investment may
be found in the Form 8-K that will be filed by Pandora and the Form
8-K that was previously filed by Pandora on June 14, 2017 in connection with the announcement
of the transaction with the U.S. Securities and Exchange
Commission.
Allen & Company LLC and BofA Merrill Lynch served as
financial advisors to SiriusXM and Jones
Day and Simpson Thacher & Bartlett LLP served as its
legal counsel. Centerview Partners LLC and Morgan Stanley & Co.
LLC served as financial advisors to Pandora and Sidley Austin LLP
and Wachtell, Lipton, Rosen & Katz served as its legal counsel.
About SiriusXM
Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world's largest
radio company measured by revenue and has more than 32 million
subscribers. SiriusXM creates and offers commercial-free music;
premier sports talk and live events; comedy; news; exclusive talk
and entertainment, and a wide-range of Latin music, sports and talk
programming. SiriusXM is available in vehicles from every major car
company and on smartphones and other connected devices as well as
online at siriusxm.com. SiriusXM radios and accessories are
available from retailers nationwide and online at SiriusXM.
SiriusXM also provides premium traffic, weather, data and
information services for subscribers through SiriusXM Traffic™,
SiriusXM Travel Link, NavTraffic®, NavWeather™. SiriusXM delivers
weather, data and information services to aircraft and boats
through SiriusXM Aviation™ and SiriusXM Marine™. In addition,
SiriusXM Music for Business provides commercial-free music to a
variety of businesses. SiriusXM holds a minority interest in
SiriusXM Canada which has approximately 2.8 million subscribers.
SiriusXM is also a leading provider of connected vehicles services,
giving customers access to a suite of safety, security, and
convenience services including automatic crash notification, stolen
vehicle recovery assistance, enhanced roadside assistance and
turn-by-turn navigation.
To download SiriusXM logos and artwork, visit
http://www.siriusxm.com/LogosAndPhotos.
This communication contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements include, but are not limited to,
statements about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as "will likely result," "are expected to," "will
continue," "is anticipated," "estimated," "believe," "intend,"
"plan," "projection," "outlook" or words of similar meaning. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
The following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: our substantial competition, which is
likely to increase over time; our ability to attract and retain
subscribers, which is uncertain; interference to our service from
wireless operations; consumer protection laws and their
enforcement; unfavorable outcomes of pending or future litigation;
the market for music rights, which is changing and subject to
uncertainties; our dependence upon the auto industry; general
economic conditions; the security of the personal information about
our customers; existing or future government laws and regulations
could harm our business; failure of our satellites would
significantly damage our business; the interruption or failure of
our information technology and communications systems; our failure
to realize benefits of acquisitions or other strategic initiatives;
rapid technological and industry changes; failure of third parties
to perform; our failure to comply with FCC requirements;
modifications to our business plan; our indebtedness; our principal
stockholder has significant influence over our affairs and over
actions requiring stockholder approval and its interests may differ
from interests of other holders of our common stock; impairment of
our business by third-party intellectual property rights; and
changes to our dividend policies which could occur at any time.
Additional factors that could cause our results to differ
materially from those described in the forward-looking statements
can be found in our Annual Report on Form 10-K for the year ended
December 31, 2016, which is filed
with the Securities and Exchange Commission (the "SEC") and
available at the SEC's Internet site
(http://www.sec.gov). The information set forth
herein speaks only as of the date hereof, and we disclaim any
intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this
communication.
About Pandora
Pandora is the world's most powerful music discovery platform -
a place where artists find their fans and listeners find music they
love. We are driven by a single purpose: unleashing the infinite
power of music by connecting artists and fans, whether through
earbuds, car speakers, live on stage or anywhere fans want to
experience it. Our team of highly trained musicologists analyze
hundreds of attributes for each recording which powers our
proprietary Music Genome Project®, delivering billions of hours of
personalized music tailored to the tastes of each music listener,
full of discovery, making artist/fan connections at unprecedented
scale. Founded by musicians, Pandora empowers artists with valuable
data and tools to help grow their careers and connect with their
fans.
www.pandora.com | @pandoramusic | www.pandoraforbrands.com |
@PandoraBrands | amp.pandora.com
This press release contains forward-looking statements within
the meaning established by the Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements regarding
our strategic relationship with SiriusXM and certain of the
parties' expectations with respect to the issuance of the Series A
preferred stock, the payment of dividends on and the conversion or
redemption of the Series A preferred stock. These forward-looking
statements are based on Pandora's current assumptions, expectations
and beliefs and involve substantial risks and uncertainties that
may cause results, performance or achievement in connection with
our relationship with Sirius XM to materially differ from those
expressed or implied by these forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to: our achievement of the potential benefits of our
strategic relationship with SiriusXM; SiriusXM's achievement of the
potential benefits of its investment; SiriusXM's continued
ownership of the Series A preferred stock (or common stock issued
thereon); our operation in an emerging market and our relatively
new and evolving business model; our ability to increase our
listener base and listener hours; our ability to attract and retain
advertisers; our ability to generate additional revenue on a
cost-effective basis; competitive factors; our ability to continue
operating under existing laws and licensing regimes; our ability to
enter into and maintain commercially viable direct licenses with
record labels for the right to reproduce and publicly perform sound
recordings on our service; our ability to establish and maintain
relationships with makers of mobile devices, consumer electronic
products and automobiles; our ability to manage our growth and
geographic expansion; our ability to continue to innovate and keep
pace with changes in technology and our competitors; our ability to
expand our operations to delivery of non-music content; our ability
to protect our intellectual property; risks related to service
interruptions or security breaches; and general economic conditions
worldwide. Although the Company believes the assumptions
underlying the forward-looking statements are reasonable, any of
the assumptions could prove to be inaccurate. Therefore, the
Company can give no assurance that the expectations expressed or
implied by the forward-looking statements will be realized. Further
information on these factors and other risks that may affect the
business are included in filings with the Securities and Exchange
Commission (SEC) from time to time, including under the heading
"Risk Factors" in our Annual Report on Form 10-K for the current
period.
These documents are available online from the SEC or on the
SEC Filings section of the Investor Relations section of our
website at investor.pandora.com. Information on our website is not
part of this release. All forward-looking statements in this press
release are based on information currently available to the
Company, which assumes no obligation to update these
forward-looking statements in light of new information or future
events.
Contacts:
For SiriusXM:
Press:
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com
Investors:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
For Pandora:
Press:
Stephanie Barnes
415-722-0883
sbarnes@pandora.com
Investors:
Dominic Paschel
510-842-6960
investor@pandora.com
View original
content:http://www.prnewswire.com/news-releases/siriusxm-completes-480-million-strategic-investment-in-pandora-300524416.html
SOURCE Sirius XM Holdings Inc.