Quarterly report [Sections 13 or 15(d)]

Debt

v3.25.1
Debt
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Debt Debt
Our debt as of March 31, 2025 and December 31, 2024 consisted of the following:
          Principal Amount at
Carrying value(a) at
Issuer / Borrower Issued Debt Maturity Date Interest
Payable		 March 31, 2025 March 31, 2025 December 31, 2024
Sirius XM Holdings notes and loans:
Sirius XM Holdings(b)
March 2023
3.75% Convertible Senior Notes
 March 15, 2028
Semi-annually in arrears on March 15 and September 15
 $ 575  $ 596  $ 594 
Sirius XM notes and loans:
Sirius XM(c)
September 2024
Incremental Term Loan (the “Delayed Draw Incremental Term Loan”)
 September 9, 2027 variable fee paid quarterly 1,073  1,073  1,086 
Sirius XM
December 2012
Senior Secured Revolving Credit Facility (the “Credit Facility”)
 August 31, 2026 variable fee paid quarterly 100  100  — 
Sirius XM(c)
August 2021
3.125% Senior Notes
 September 1, 2026 semi-annually on March 1 and September 1 1,000  997  996 
Sirius XM(c)
July 2017
5.00% Senior Notes
 August 1, 2027 semi-annually on February 1 and August 1 1,500  1,496  1,495 
Sirius XM(c)
June 2021
4.00% Senior Notes
 July 15, 2028 semi-annually on January 15 and July 15 2,000  1,989  1,988 
Sirius XM(c)
June 2019
5.500% Senior Notes
 July 1, 2029 semi-annually on January 1 and July 1 1,250  1,243  1,243 
Sirius XM(c)
June 2020
4.125% Senior Notes
 July 1, 2030 semi-annually on January 1 and July 1 1,500  1,490  1,490 
Sirius XM(c)
August 2021
3.875% Senior Notes
 September 1, 2031 semi-annually on March 1 and September 1 1,500  1,488  1,488 
Sirius XM Various Finance leases Various  n/a  n/a 9  11 
Total debt
 10,481  10,391 
Less: total current maturities
 61  61 
Less: total deferred financing costs, net
 15  16 
Total long-term debt $ 10,405  $ 10,314 
(a)The carrying value of the obligations is net of any remaining unamortized original issue discount except for the debt measured at fair value noted in (b) below.
(b)Measured at fair value.
(c)On September 3, 2024, Sirius XM added a parent guarantee from Sirius XM Inc. to each series of Sirius XM notes in connection with the conversion of Sirius XM into a Delaware limited liability company. All material domestic subsidiaries of Sirius XM, including Pandora and its subsidiaries, that guarantee the Credit Facility have guaranteed the Delayed Draw Incremental Term Loan and these notes.
Sirius XM Holdings notes and loans:
3.75% Convertible Senior Notes due 2028
On March 10, 2023, Liberty Media issued $575 aggregate principal amount of its 3.75% convertible notes due 2028 (the “Convertible Notes”). In connection with the Transactions, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes. The Convertible Notes accrue interest at a rate of 3.75% per annum and mature on March 15, 2028. As of March 31, 2025, the conversion rate for the Convertible Notes was 30.3438 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $32.96 per share of our common stock (not in millions).
Holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130% of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter; (ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day; (iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture. In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances. Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock. We elected to account for the Convertible Notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value.
Sirius XM notes and loans:
The Credit Facility
In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and by Sirius XM Inc. and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. From and after July 1, 2023, Sirius XM's borrowings are based on the SOFR plus an applicable rate based on its debt to operating cash flow ratio. 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 0.25% per annum as of March 31, 2025. All of 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.
In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on the SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity.
On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 Delayed Draw Incremental Term Loan. Interest on the Delayed Draw Incremental Term Loan is based on SOFR plus an applicable rate. On September 3, 2024, Sirius XM entered into a technical amendment to the Credit Facility to add a parent guarantee from Sirius XM Inc. to the Credit Facility in connection with the conversion of Sirius XM into a Delaware limited liability company.
As of March 31, 2025, $100 was outstanding under the Credit Facility and $1,073 was outstanding under the Delayed Draw Incremental Term Loan.
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.
Fair Value of Debt
The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:
March 31, 2025 December 31, 2024
Sirius XM 3.125% Senior Notes due 2026
 $ 968  $ 960 
Sirius XM 5.0% Senior Notes due 2027
 $ 1,466  $ 1,459 
Sirius XM 4.0% Senior Notes due 2028
 $ 1,863  $ 1,843 
Sirius XM 5.50% Senior Notes due 2029
 $ 1,206  $ 1,198 
Sirius XM 4.125% Senior Notes due 2030
 $ 1,331  $ 1,311 
Sirius XM 3.875% Senior Notes due 2031
 $ 1,281  $ 1,258