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): April 11, 2022 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 11, 2022, Sirius XM Radio Inc. (“Sirius XM”), our subsidiary, entered into an amendment (“Amendment No. 6”) to its existing senior secured revolving credit facility with JPMorgan Chase Bank, N.A, as the administrative agent, and other agents and lenders (the “Credit Agreement”).
Prior to Amendment No. 6, the Credit Agreement consisted of a $1.75 billion senior secured revolving credit facility, from which Sirius XM could borrow and reborrow from time to time, using the borrowings for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions. Amendment No. 6 provides for certain changes to the Credit Agreement, including the addition of a $500 million incremental term loan (which was drawn as of the effective date of Amendment No. 6) and the introduction of mechanics to utilize Term SOFR (the secured overnight financing rate published by the New York Federal Reserve) as a benchmark for the term loan borrowing. The obligations under the Credit Agreement remain guaranteed by Sirius XM’s material domestic subsidiaries, and are secured by a lien on substantially all of our assets and the assets of Sirius XM’s material domestic subsidiaries, subject to certain exceptions.
The Credit Agreement contains incremental facilities and related debt and lien baskets, which allow Sirius XM to increase or incur new commitments under the revolving facility and/or incur further new term loans or other forms of indebtedness, subject to the terms of the Credit Agreement.
Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with us and/or our affiliates. These participants have received, or may in the future receive, customary fees and commissions for these transactions.
The description of Amendment No. 6 contained herein is qualified in its entirety by reference to Amendment No. 6, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The response to Item 1.01 is hereby incorporated into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 | Amendment No. 6, dated as of April 11, 2022, 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. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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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 hereunto duly authorized.
| SIRIUS XM HOLDINGS INC. | ||
| By: | /s/ Patrick L. Donnelly | |
| Patrick L. Donnelly | ||
| Executive Vice President, General | ||
| Counsel and Secretary | ||
Dated: April 11, 2022
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