UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 26, 2023 (
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Item 7.01. Regulation FD Disclosure
On September 26, 2023, Sirius XM Holdings Inc. (“SiriusXM”) issued a press release acknowledging the receipt by the special committee of independent directors of the board of SiriusXM of a non-binding proposal from Liberty Media Corporation (“Liberty Media”) regarding a potential transaction. The potential transaction would consist of the separation of the assets and liabilities of the Liberty SiriusXM Group from Liberty Media through the split-off of a newly-formed company (“Newco”) and the subsequent combination of Newco with SiriusXM, as a result of which the holders of Liberty Media’s SiriusXM tracking stock and SiriusXM common stock would all hold one class of SiriusXM common stock. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit Number | Description of Exhibit |
| 99.1 | Press release dated September 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
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 thereunto duly authorized.
| SIRIUS XM HOLDINGS INC. | |||
| By: | /s/ Patrick L. Donnelly | ||
| Patrick L. Donnelly | |||
| Executive Vice President, General | |||
| Counsel and Secretary | |||
| Dated: | September 26, 2023 |
| 3 |