Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 3, 2024 (December 29, 2023)



(Exact Name of Registrant as Specified in Charter)

Delaware 001-34295 38-3916511
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)


1221 Avenue of the Americas, 35th Fl., New York, NY 10020
(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)




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:


x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 The Nasdaq Stock Market LLC


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


Emerging growth company o


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. o


Item 1.01 Entry into a Material Definitive Agreement.


On December 29, 2023, Sirius XM Radio Inc. (the “Borrower”), a wholly owned subsidiary of Sirius XM Holdings Inc. (“SiriusXM”), entered into an amendment (“Amendment No. 8”) to its existing senior secured credit facilities with JPMorgan Chase Bank, N.A., as the administrative agent, and other agents and lenders (the “Credit Agreement”). Amendment No. 8 provides for certain changes to the Credit Agreement to permit the full amount of the $1.1 billion senior secured 364-day term loan bridge facility contemplated by that certain commitment letter, dated as of December 11, 2023, among the Borrower, Morgan Stanley Senior Funding, Inc., Bank of America, N.A., BofA Securities, Inc. and JPMorgan Chase Bank, N.A. to be secured. The obligations under the Credit Agreement remain guaranteed by the Borrower’s material domestic subsidiaries and secured by a lien on substantially all of SiriusXM’s assets and the assets of the Borrower’s material domestic subsidiaries, subject to certain exceptions.


The description of Amendment No. 8 contained herein is qualified in its entirety by reference to Amendment No. 8, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


10.1Amendment No. 8, dated as of December 29, 2023, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto.
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.



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.


  By:  /s/ Patrick L. Donnelly  
    Patrick L. Donnelly  
    Executive Vice President, General Counsel and Secretary


Dated: January 3, 2024