| Debt |
Debt
Our debt as of March 31, 2019 and December 31, 2018 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying value(a) at
|
Issuer / Borrower |
|
Issued |
|
Debt |
|
Maturity Date |
|
Interest Payable |
|
Principal Amount at March 31, 2019 |
|
March 31, 2019 |
|
December 31, 2018 |
Pandora
(b) (c) |
|
December 2015 |
|
1.75% Convertible Senior Notes |
|
December 1, 2020 |
|
semi-annually on June 1 and December 1 |
|
$ |
1 |
|
|
$ |
1 |
|
|
$ |
— |
|
Sirius XM
(d) |
|
July 2017 |
|
3.875% Senior Notes |
|
August 1, 2022 |
|
semi-annually on February 1 and August 1 |
|
1,000 |
|
|
994 |
|
|
994 |
|
Sirius XM
(d) |
|
May 2013 |
|
4.625% Senior Notes |
|
May 15, 2023 |
|
semi-annually on May 15 and November 15 |
|
500 |
|
|
497 |
|
|
497 |
|
Pandora
(b) (e) |
|
June 2018
|
|
1.75% Convertible Senior Notes |
|
December 1, 2023 |
|
semi-annually on June 1 and December 1 |
|
193 |
|
|
151 |
|
|
— |
|
Sirius XM
(d) |
|
May 2014 |
|
6.00% Senior Notes |
|
July 15, 2024 |
|
semi-annually on January 15 and July 15 |
|
1,500 |
|
|
1,490 |
|
|
1,490 |
|
Sirius XM
(d) |
|
March 2015 |
|
5.375% Senior Notes |
|
April 15, 2025 |
|
semi-annually on April 15 and October 15 |
|
1,000 |
|
|
993 |
|
|
992 |
|
Sirius XM
(d) |
|
May 2016 |
|
5.375% Senior Notes |
|
July 15, 2026 |
|
semi-annually on January 15 and July 15 |
|
1,000 |
|
|
991 |
|
|
991 |
|
Sirius XM
(d) |
|
July 2017 |
|
5.00% Senior Notes |
|
August 1, 2027 |
|
semi-annually on February 1 and August 1 |
|
1,500 |
|
|
1,488 |
|
|
1,487 |
|
Sirius XM
(f) |
|
December 2012 |
|
Senior Secured Revolving Credit Facility (the "Credit Facility") |
|
June 29, 2023 |
|
variable fee paid quarterly |
|
1,750 |
|
|
582 |
|
|
439 |
|
Sirius XM |
|
Various |
|
Finance leases |
|
Various |
|
n/a |
|
n/a |
|
|
5 |
|
|
5 |
|
Total Debt |
|
7,192 |
|
|
6,895 |
|
Less: total current maturities |
|
4 |
|
|
3 |
|
Less: total deferred financing costs |
|
7 |
|
|
7 |
|
Total long-term debt |
|
$ |
7,181 |
|
|
$ |
6,885 |
|
|
|
(a) |
The carrying value of the obligations is net of any remaining unamortized original issue discount. |
|
|
(b) |
Holdings has unconditionally guaranteed all of the payment obligations of Pandora under these notes. |
|
|
(c) |
We acquired $152 in principal amount of the 1.75% Convertible Senior Notes due 2020 as part of the Pandora Acquisition. On February 14, 2019, Pandora announced a tender offer to repurchase for cash any and all of its outstanding 1.75% Convertible Senior Notes due 2020 at a price equal to 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to, but not including, the repurchase date. On March 18, 2019, we purchased $151 in aggregate principal amount of the 1.75% Convertible Senior Notes due 2020 that had been validly tendered and not validly withdrawn in the repurchase offer. We recorded $1 Loss on extinguishment of debt in connection with this transaction. In addition, we unwound the capped call security acquired as part of the Pandora Acquisition in March 2019 for $3.
|
|
|
(d) |
Substantially all material domestic subsidiaries, including Pandora and its subsidiaries, that guarantee the credit facility have guaranteed these notes. |
|
|
(e) |
We acquired $193 in principal amount of the 1.75% Convertible Senior Notes due 2023 as part of the Pandora Acquisition. We allocate the principal amount of the 1.75% Convertible Senior Notes due 2023 between the liability and equity components. The value assigned to the debt components of the 1.75% Convertible Senior Notes due 2023 is the estimated fair value as of the issuance date of similar debt without the conversion feature. The difference between the fair value of the debt and this estimated fair value represents the value which has been assigned to the equity component. The equity component is recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Notes over the carrying amount of the liability component is recorded as a debt discount, and is being amortized to interest expense using the effective interest method through the December 1, 2023 maturity date. The 1.75% Convertible Senior Notes due 2023 were not convertible and not redeemable as of March 31, 2019. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets. This classification will be reassessed each reporting period.
|
|
|
(f) |
In June 2018, Sirius XM entered into an amendment to extend the maturity of the Credit Facility to June 2023. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its 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 0.25% per annum as of March 31, 2019. 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. Additionally, the amount available for future borrowing under the Credit Facility is reduced by letters of credit issued for the benefit of Pandora, which were $1 as of March 31, 2019.
|
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.
Pandora Convertible Notes
Pandora's 1.75% Convertible Senior Notes due 2020 (the “Pandora 2020 Notes”) and Pandora's 1.75% Convertible Senior Notes due 2023 (the “Pandora 2023 Notes” and, together with the Pandora 2020 Notes, the “Pandora Convertible Notes”) are unsecured, senior obligations of Pandora. Holdings has guaranteed the payment and performance obligations of Pandora under each series of the Pandora Convertible Notes and the indentures governing such Pandora Convertible Notes.
The Pandora 2020 Notes will mature on December 1, 2020, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms. Upon consummation of the Pandora Acquisition, the conversion rate applicable to the Pandora 2020 Notes was 87.7032 shares of Holdings’ common stock per $1,000 principal amount of the Pandora 2020 Notes. Pandora has irrevocably elected and determined to settle all conversion obligations from and after February 1, 2019 with respect to the Pandora 2020 Notes solely in cash. During the three months ended March 31, 2019, Pandora purchased $151 in aggregate principal amount of the Pandora 2020 Notes. See footnote (c) to the table above.
The Pandora 2023 Notes will mature on December 1, 2023, unless earlier repurchased or redeemed by Pandora or converted in accordance with their terms. Upon consummation of the Pandora Acquisition, the conversion rate applicable to the Pandora 2023 Notes was 150.4466 shares of Holdings common stock per $1,000 principal amount of the Pandora 2023 Notes.
The indentures governing the Pandora Convertible Notes contain covenants that limit Pandora’s ability to merge or consolidate and provide for customary events of default, which include nonpayment of principal or interest, breach of covenants, payment defaults or acceleration of other indebtedness and certain events of bankruptcy.
At March 31, 2019 and December 31, 2018, we were in compliance with our debt covenants.
|