Business · June 8, 2021

Sirius XM Radio Inc. Offering Senior Notes

Sirius XM Radio Inc. Prices Offering of $2.0 Billion of 4.000% Senior Notes Due 2028

NEW YORK (STL.News) SiriusXM announced today that its subsidiary, Sirius XM Radio Inc., priced an offering of $2.0 billion of 4.000% Senior Notes due 2028.  This represents an increase of $500 million in an aggregate principal amount in the offering size of the Notes.  The sale of the notes is expected to be consummated on or about June 21, 2021, subject to customary closing conditions.

The notes are to be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States in compliance with Regulation S of the Securities Act.

The Senior Notes due 2028 will bear interest at an annual rate of 4.000%.  The price to investors will be 100% of the principal amount of the notes.  The company will receive gross proceeds of $2.0 billion from the sale of the Notes before deducting the initial purchasers’ commissions and estimated offering fees and expenses.

The company intends to use the net proceeds from this offering to redeem all of its outstanding 3.875% Senior Notes due 2022 and to repay, in part, borrowings outstanding under its senior secured credit facility.  Beginning August 1, 2021, the company may redeem the 3.875% Senior Notes due 2022 at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest thereon to but excluding the redemption date.  Pending application of the offering proceeds to redeem the 3.875% Senior Notes due 2022; the company currently expects to use all of the net proceeds to repay borrowings outstanding under its senior secured credit facility.

The securities have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.  This announcement does not constitute a notice of redemption of the 3.875% Senior Notes due 2022.