NEW YORK, Jan. 18, 2019 /PRNewswire/ -- Sirius XM
Holdings Inc. (NASDAQ: SIRI) today announced that its subsidiary,
Sirius XM Radio Inc., has commenced, on behalf of Pandora Media,
Inc., consent solicitations with respect to certain proposed
amendments to the indentures governing Pandora Media, Inc.'s 1.75%
Convertible Senior Notes due 2020 (the "2020 Notes") and 1.75%
Convertible Senior Notes due 2023 (the "2023 Notes" and together
with the 2020 Notes, the "Notes"), upon the terms and subject to
the conditions set forth in the Consent Solicitation Statement,
dated January 18, 2019 and the
related consent form.
Subject to the terms and conditions set forth in the Consent
Solicitation Statement, including that all conditions precedent to
the closing of the Acquisition (defined below) have been satisfied
or waived at or prior to February 15,
2019 (the "Consent Conditions Outside Date"), holders of
Notes as of 5:00 p.m., New York City time, on January 17, 2019 whose consents are received (and
not validly revoked) at or prior to 5:00
p.m., New York City time,
on January 25, 2019 (unless extended
or earlier terminated, the "Expiration Time") will be eligible to
receive the applicable consent fee (each, a "Consent Fee") with
respect to such Notes set forth in the table below, promptly after
all conditions to the consent solicitations shall have been
satisfied or waived, and in no event later than the closing date of
the Acquisition.
Notes
|
CUSIP
|
Consent Fee per
$1,000 Principal Amount
|
Outstanding
Principal Amount
|
1.75% Convertible
Senior Notes due 2020
|
698354 AB3
|
$3.75
|
$152,051,000
|
1.75% Convertible
Senior Notes due 2023
|
698354 AD9
|
$3.75
|
$192,949,000
|
The proposed amendments relate to the previously announced
Agreement and Plan of Merger and Reorganization among Sirius XM
Holdings Inc., White Oaks Acquisition Corp., a wholly owned
subsidiary of Sirius XM Holdings Inc., and Pandora Media, Inc.,
dated as of September 23, 2018 (the
"Merger Agreement"). Pursuant to the Merger Agreement,
through a series of transactions, Sirius XM Holdings Inc. will
acquire Pandora Media, Inc. (the "Acquisition") and Pandora Media,
Inc. will become an indirect, wholly-owned subsidiary of Sirius XM
Holdings Inc. As part of the transactions contemplated by the
Merger Agreement, among other things, Pandora Media, Inc. will be
converted into a Delaware limited
liability company. Sirius XM Holdings Inc. intends, following
the closing of the Acquisition, to guarantee the payment
obligations of Pandora Media, Inc. under each series of
Notes. Sirius XM Radio Inc., on behalf of Pandora Media,
Inc., is soliciting consents to amend the indentures governing the
Notes to expressly permit the transactions contemplated by the
Merger Agreement, including the conversion of Pandora Media, Inc.
to a limited liability company.
Adoption of the proposed amendments with respect to each series
of Notes is conditioned upon receipt of valid consents in respect
of at least a majority of the aggregate principal amount
of all outstanding Notes of the applicable series of
Notes (the "Requisite Consents") at or prior to the Expiration
Time.
The supplemental indenture to the applicable indenture
implementing the proposed amendments with respect to a series of
Notes will be executed promptly upon receipt of the Requisite
Consents at which time such supplemental indenture will become
effective, but the proposed amendments will become operative only
upon the payment of the applicable Consent Fee. If the
Consent Fee is not paid pursuant to a consent solicitation, the
applicable proposed amendments will not become operative and be
deemed to be revoked retroactively to the date of the applicable
supplemental indenture. Upon the proposed amendments becoming
effective and operative, all the holders of the applicable series
of Notes and their respective transferees will be bound by the
terms thereof, even if they did not deliver consents to the
proposed amendments. The operativeness of the proposed amendments
is not a condition to the completion of the Acquisition.
The consent solicitations are being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement, including that all conditions precedent to the closing
of the Acquisition have been satisfied or waived at or prior to the
Consent Conditions Outside Date. Sirius XM Radio Inc. may
terminate, extend or amend the consent solicitation with respect to
either series of Notes as described in the Consent Solicitation
Statement. Each of the consent solicitations is being made
independently of, and is not conditioned on, the consummation of
the other consent solicitation.
Sirius XM Radio Inc. has retained BofA Merrill Lynch to act as
solicitation agent in connection with the consent
solicitations. Questions may be directed to BofA Merrill
Lynch at (888) 292-0070 (toll free) or (980) 388-3646
(collect). Sirius XM has retained D.F. King & Co., Inc.
to act as the information, tabulation and paying agent for the
consent solicitations. Questions and requests for additional
documents may be directed to D.F. King at (800) 676-7437 (toll
free) or (212) 269-5550 (bankers and brokers).
Beneficial owners of an interest in the Notes whose Notes are
held through a broker, dealer, commercial bank, trust company or
other nominee should note that their nominee may establish a
deadline earlier than the Expiration Time by which instructions
must be received by them in relation to the consent solicitations
and, accordingly, such beneficial owners are urged to contact their
nominees as soon as possible to learn of any deadlines established
by their nominees in relation to the consent solicitations.
None of Sirius XM Holdings Inc., Sirius XM Radio Inc., Pandora
Media, Inc., BofA Merrill Lynch or D.F. King & Co. makes any
recommendations as to whether or not holders should consent to the
proposed amendments pursuant to the consent solicitations. Each
holder must make its own decision as to whether to consent to the
proposed amendments.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell the 2020 Notes or the 2023 Notes
and is not a solicitation of consents to the proposed amendments to
the indentures. The consent solicitations are being made
solely on the terms and subject to the conditions set forth in the
Consent Solicitation Statement and the related consent form.
The solicitation of consents is not being made in any jurisdiction
in which, or to or from any person to or from whom, it is unlawful
to make such solicitation under applicable state or foreign
securities or "blue sky" laws.
About SiriusXM
Sirius XM Holdings Inc. (NASDAQ: SIRI)
is the world's largest radio company measured by revenue and has
approximately 34 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 2.7 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.
FORWARD-LOOKING STATEMENTS
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.
In addition to factors previously disclosed in Sirius XM
Holdings Inc.'s ("Sirius Holdings") and Pandora Media, Inc.'s
("Pandora") reports filed with the SEC and those identified
elsewhere in this communication, 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: ability
to meet the closing conditions to the Acquisition, including the
approval of Pandora's stockholders on the expected terms and
schedule; delay in closing the Acquisition; failure to realize the
expected benefits from the proposed Acquisition; risks related to
disruption of management time from ongoing business operations due
to the proposed Acquisition; Sirius Holdings' or Pandora's
substantial competition, which is likely to increase over time;
Sirius Holdings' or Pandora's ability to retain subscribers or
increase the number of subscribers is uncertain; Sirius Holdings'
or Pandora's ability to profitably attract and retain subscribers;
failing to protect the security of the personal information about
Sirius Holdings' or Pandora's customers; interference to Sirius
Holdings' or Pandora's service from wireless operations; Sirius
Holdings and Pandora engage in substantial marketing efforts and
the continued effectiveness of those efforts are an important part
of Sirius Holdings' and Pandora's business; consumer protection
laws and their enforcement; Sirius Holdings' or Pandora's failure
to realize benefits of acquisitions or other strategic initiatives;
unfavorable outcomes of pending or future litigation; the market
for music rights, which is changing and subject to uncertainties;
Sirius Holdings' dependence upon the auto industry; general
economic conditions; existing or future government laws and
regulations could harm Sirius Holdings' or Pandora's business;
failure of Sirius Holdings' satellites would significantly damage
its business; the interruption or failure of Sirius Holdings' or
Pandora's information technology and communications systems; rapid
technological and industry changes; failure of third parties to
perform; Sirius Holdings' failure to comply with FCC requirements;
modifications to Sirius Holdings' or Pandora's business plan;
Sirius Holdings' or Pandora's indebtedness; Sirius Holdings'
studios, terrestrial repeater networks, satellite uplink facilities
or Sirius Holdings' or Pandora's other ground facilities could be
damaged by natural catastrophes or terrorist activities; Sirius
Holdings' principal stockholder has significant influence over its
affairs and over actions requiring stockholder approval and its
interests may differ from interests of other holders of Sirius
Holdings' common stock; Sirius Holdings is a "controlled company"
within the meaning of the NASDAQ listing rules; impairment of
Sirius Holdings' or Pandora's business by third-party intellectual
property rights; changes to Sirius Holdings' dividend policies
which could occur at any time; and risks related to the inability
to realize cost savings or revenues or to implement integration
plans and other consequences associated with mergers, acquisitions
and divestitures. The information set forth herein speaks only as
of the date hereof, and Sirius Holdings and Pandora disclaim any
intention or obligation to update any forward looking statements as
a result of developments occurring after the date of this
communication. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
Contact for SiriusXM:
Investors:
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Media:
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com
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SOURCE Sirius XM Holdings Inc.