SiriusXM launches tender offer for $1 billion in 2026 notes

Sirius XM Holdings Inc. (NASDAQ: SIRI) announced that its subsidiary Sirius XM Radio LLC has commenced a cash tender offer to purchase all outstanding 3.125% Senior Notes due 2026. The offer targets $1 billion in principal amount of notes that mature on September 1, 2026.

The purchase price for each $1,000 principal amount of notes will be determined using a fixed spread of 50 basis points plus the yield to maturity of a 0.750% U.S. Treasury security due August 31, 2026. The pricing will be based on Bloomberg Bond Trader quotes at 10:00 a.m. New York time on March 4, 2026, when the offer is scheduled to expire.

Holders whose notes are purchased will receive the purchase price plus accrued interest from the last payment date up to March 5, 2026, the expected initial payment date. The tender offer expires at 5:00 p.m. New York time on March 4, 2026, unless extended or terminated.

The offer is conditional upon SiriusXM completing a contemporaneous senior notes offering that yields at least $1 billion in gross proceeds. The company plans to fund the tender offer with proceeds from this new debt issuance and existing cash.

If the tender offer purchases less than all outstanding notes, SiriusXM intends to redeem any remaining notes or satisfy its obligations under the indenture using proceeds from the new offering and cash on hand.

Citigroup Global Markets Inc. serves as the exclusive dealer manager for the offer, while Kroll Issuer Services acts as tender agent and information agent. The offer may be amended, extended, terminated or withdrawn at SiriusXM's discretion.

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