Current Report Filing (8-k)

Date : 06/18/2019 @ 10:02PM
Source : Edgar (US Regulatory)
Stock : Sirius XM Holdings Inc. (SIRI)
Quote : 6.06  0.01 (0.17%) @ 12:46AM

Current Report Filing (8-k)












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2019 (June 18, 2019)




(Exact Name of Registrant as Specified in its Charter)




Delaware   001-34295   38-3916511

(State or other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

1290 Avenue of the Americas, 11th Fl., New York, NY   10104
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

Former name or former address, if changed since last report: Not Applicable



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.001 per share   SIRI   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐





Item 8.01

Other Events

On June 18, 2019, we issued a press release announcing the pricing of $1.5 billion of 4.625% Senior Notes due 2024 (the “Notes”) to be issued by our subsidiary, Sirius XM Radio Inc. (“SiriusXM”). This represents an increase of $750 million in aggregate principal amount of Notes offered. The offering is expected to close on July 2, 2019, subject to customary closing conditions. SiriusXM intends to use the net proceeds from the offering of the Notes, together with cash on hand, to redeem all of its 6.00% Senior Notes due 2024 at a purchase price of 103.00% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Notes may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. This announcement does not constitute an offer to sell or the solicitation of an offer to buy Notes in any jurisdiction in which such an offer or sale would be unlawful.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

The Exhibit Index attached hereto is incorporated herein.






Description of Exhibit

99.1    Press Release dated June 18, 2019 relating to the pricing of the offering of Notes



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





/s/ Patrick L. Donnelly


Patrick L. Donnelly

Executive Vice President, General

Counsel and Secretary

Dated: June 18, 2019

Sirius XM Holdings Inc. (NASDAQ:SIRI)
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