| Debt |
Debt
Our debt as of September 30, 2017 and December 31, 2016 consisted of the following:
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Carrying value(a) at
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Issuer / Borrower |
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Issued |
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Debt |
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Maturity Date |
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Interest Payable |
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Principal Amount at September 30, 2017 |
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September 30, 2017 |
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December 31, 2016 |
Sirius XM
(b)(e) |
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May 2013 |
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4.25% Senior Notes
(the "4.25% Notes") |
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May 15, 2020 |
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semi-annually on May 15 and November 15 |
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$ |
— |
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$ |
— |
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$ |
497,069 |
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Sirius XM
(b)(f) |
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August 2013 |
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5.75% Senior Notes
(the "5.75% Notes") |
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August 1, 2021 |
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semi-annually on February 1 and August 1 |
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— |
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— |
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596,386 |
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Sirius XM
(b)(h) |
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July 2017 |
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3.875% Senior Notes
(the "3.875% Notes") |
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August 1, 2022 |
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semi-annually on February 1 and August 1 |
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1,000,000 |
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991,617 |
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— |
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Sirius XM
(b) |
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May 2013 |
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4.625% Senior Notes
(the "4.625% Notes") |
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May 15, 2023 |
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semi-annually on May 15 and November 15 |
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500,000 |
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496,510 |
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496,111 |
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Sirius XM
(b) |
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May 2014 |
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6.00% Senior Notes
(the "6.00% Notes") |
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July 15, 2024 |
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semi-annually on January 15 and July 15 |
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1,500,000 |
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1,487,632 |
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1,486,556 |
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Sirius XM
(b) |
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March 2015 |
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5.375% Senior Notes
(the "5.375% Notes due 2025") |
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April 15, 2025 |
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semi-annually on April 15 and October 15 |
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1,000,000 |
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991,044 |
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990,340 |
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Sirius XM
(b) |
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May 2016 |
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5.375% Senior Notes
(the "5.375% Notes due 2026") |
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July 15, 2026 |
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semi-annually on January 15 and July 15 |
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1,000,000 |
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989,914 |
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989,259 |
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Sirius XM
(b)(h) |
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July 2017 |
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5.00% Senior Notes
(the "5.00% Notes") |
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August 1, 2027 |
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semi-annually on February 1 and August 1 |
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1,500,000 |
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1,485,884 |
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— |
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Sirius XM
(b)(c)(g) |
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August 2012 |
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5.25% Senior Secured Notes (the "5.25% Notes") |
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August 15, 2022 |
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semi-annually on February 15 and August 15 |
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— |
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— |
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396,232 |
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Sirius XM
(d) |
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December 2012 |
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Senior Secured Revolving Credit Facility (the "Credit Facility") |
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June 16, 2020 |
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variable fee paid quarterly |
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1,750,000 |
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290,000 |
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390,000 |
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Sirius XM |
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Various |
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Capital leases |
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Various |
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n/a |
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n/a |
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8,718 |
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13,559 |
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Total Debt |
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6,741,319 |
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5,855,512 |
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Less: total current maturities |
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4,220 |
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5,485 |
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Less: total deferred financing costs for Notes |
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8,750 |
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7,263 |
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Total long-term debt |
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$ |
6,728,349 |
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$ |
5,842,764 |
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(a) |
The carrying value of the obligations is net of any remaining unamortized original issue discount. |
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(b) |
Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes. |
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(c) |
The liens that secured the 5.25% Notes were equal and ratable to the liens granted to secure the Credit Facility.
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(d) |
Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.30% per annum as of September 30, 2017. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.
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(e) |
On July 27, 2017, Sirius XM redeemed $500,000 in outstanding principal amount of the 4.25% Notes for an aggregate purchase price, including premium and interest, of $509,565. We recognized $8,393 to Loss on extinguishment of debt, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this redemption.
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(f) |
On August 4, 2017, Sirius XM redeemed $600,000 in outstanding principal amount of the 5.75% Notes for an aggregate purchase price, including premium and interest, of $617,538. We recognized $20,964 to Loss on extinguishment of debt, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this redemption.
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(g) |
On September 1, 2017, Sirius XM redeemed $400,000 in outstanding principal amount of the 5.25% Notes for an aggregate purchase price, including premium and interest, of $411,433. We recognized $14,322 to Loss on extinguishment of debt, consisting primarily of unamortized discount, deferred financing fees and repayment premium, as a result of this redemption. In addition, all security interests and other liens securing the 5.25% Notes were released.
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(h) |
In July 2017, Sirius XM issued $1,000,000 aggregate principal amount of the 3.875% Notes and $1,500,000 aggregate principal amount of the 5.00% Notes with a net original issuance discount and deferred financing costs in the aggregate of $10,291 and $16,638, respectively.
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Covenants and Restrictions
Under the Credit Facility, Sirius XM, our wholly-owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.
The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate.
Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable.
At September 30, 2017 and December 31, 2016, we were in compliance with our debt covenants.
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