NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Sirius XM Holdings Inc. (NASDAQ: SIRI) ("SiriusXM") announced today that its subsidiary, Sirius XM Radio LLC (the "Offeror"), has commenced a cash tender offer (the "Offer") to purchase any and all of the Offeror's outstanding 3.125% Senior Notes due 2026 (the "Notes"). The Offer is made pursuant to an Offer to Purchase and a related Notice of Guaranteed Delivery, each dated February 26, 2026, which set forth the complete terms and conditions of the Offer.
Certain information regarding the Notes and the terms of the Offer is summarized in the table below.
Issuer Title of CUSIP Principal U.S. Bloomberg Fixed
Security Numbers(2) Amount Treasury Reference Spread
Outstanding Reference Page (basis
Security points)
------ ------------- ---------- -------------- ---------- --------- -------
Sirius 3.125% Senior 82967NBL1, $1,000,000,000 0.750% FIT 3 +50
XM Notes due U82764AU2 U.S. bps
Radio 2026(1) and Treasury
LLC 82967NBN7 due
08/31/2026
(1) The Notes are currently callable at a redemption price of 100.000% of the
principal amount thereof, plus accrued and unpaid interest and mature on
September 1, 2026.
(2) No representation is made as to the correctness or accuracy of the CUSIP
numbers listed in this press release or printed on the Notes. They are
provided solely for the convenience of holders of the Notes.
The purchase price for each $1,000 principal amount of Notes validly tendered (the "Purchase Price"), and not validly withdrawn, and accepted for purchase pursuant to the Offer will be determined in the manner described in the Offer to Purchase. This determination will be made by reference to the fixed spread specified above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT 3 series of pages at 10:00 a.m., New York City time, on March 4, 2026, the date on which the Offer is currently scheduled to expire. The Purchase Price will be calculated based on a yield to September 1, 2026, the maturity date of the Notes, as described in the Offer to Purchase.
In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial payment date for the Offer, which is expected to be March 5, 2026, assuming the Offer is not extended or earlier terminated. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be March 9, 2026, assuming the Offer is not extended or earlier terminated.
The Offer is scheduled to expire at 5:00 p.m., New York City time, on March 4, 2026, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the "Expiration Time"). Tendered Notes may be validly withdrawn at any time (i) prior to the earlier of (x) the Expiration Time and (y) if the Offer is extended, the tenth business day after commencement of the Offer, and (ii) after the 60th business day after the commencement of the Offer, if for any reason the Offer has not been consummated within 60 business days after commencement. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on March 6, 2026, unless the Expiration Time is extended.
There can be no assurance that any Notes will be purchased. The Offer is conditioned upon the satisfaction of certain conditions, including the consummation of a contemporaneous senior notes offering by the Offeror on terms and conditions satisfactory to the Offeror yielding at least $1,000.0 million of gross cash proceeds. The Offer is not conditioned on any minimum amount of Notes being tendered. The Offeror expects to pay for the Notes purchased in the Offer with the proceeds from the contemporaneous senior notes offering and cash on the balance sheet.
To the extent the Offer is completed but the Offeror purchases less than all of the Notes in the Offer, the Offeror intends to, on or shortly before or after the initial payment date for the Offer, (i) issue a notice of redemption to redeem, with a portion of the net proceeds from such senior notes offering together with cash on hand, if needed, any Notes that remain outstanding in accordance with the terms of the indenture governing the Notes, (ii) satisfy and discharge its obligations under the Notes and the indenture governing the Notes by depositing with the trustee for the Notes, in trust, solely for the benefit of the holders of the Notes, money or U.S. government obligations, in such amounts as would be sufficient to pay the principal of and interest on, the Notes to the redemption date or the maturity date, or (iii) pursue any combination of the foregoing. This press release does not constitute a notice of redemption or an offer to purchase the Notes not purchased in the Offer.
The Offer may be amended, extended, terminated or withdrawn in the Offeror's sole discretion. There is no assurance that the Offer will be subscribed for in any amount.
The Offeror has retained Citigroup Global Markets Inc. to serve as the exclusive dealer manager for the Offer and Kroll Issuer Services (US) to serve as the tender agent and information agent for the Offer. Questions regarding the terms of the Offer may be directed to Citigroup Global Markets Inc. by calling 800-558-3745 (toll-free) or 212-723-6106 (collect). Requests for documents should be directed to Kroll Issuer Services (US) by calling (347) 225-0431 (toll-free in the US and Canada) or (888) 507-6507 (international) or emailing siriusxm@is.kroll.com. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://deals.is.kroll.com/SiriusXM.
None of SiriusXM, the Offeror, the dealer manager, the depositary, the tender agent nor the information agent (or their respective affiliates, directors, employees, agents or attorneys) is acting for any holder, makes any recommendation (or has authorized any person to make such recommendation) to any holder whether to tender or refrain from tendering any or all such holder's Notes or will be responsible to any holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer. Holders are urged to carefully evaluate all information in the offer documents, consult their own investment, tax, accounting and legal advisors and make their own decisions whether to tender notes.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Sirius XM Holdings Inc.
SiriusXM is a leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network; and a suite of business and advertising solutions. Reaching a combined monthly audience of approximately 170 million listeners, SiriusXM offers a broad range of content for listeners everywhere they tune in with a diverse mix of live, on-demand, and curated programming across music, talk, news, and sports.
Forward-Looking Statements
This communication contains "forward-looking statements." Such statements include, but are not limited to, statements about the expected terms and timing of the anticipated senior notes offering and the Offer and the intended use of proceeds from the anticipated senior notes offering. 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.
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