Quarterly report pursuant to Section 13 or 15(d)

Debt (Tables)

v3.20.2
Debt (Tables)
 6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Schedule of long-term debt instruments
Our debt as of June 30, 2020 and December 31, 2019 consisted of the following:
           
Carrying value(a) at
Issuer / Borrower Issued Debt Maturity Date Interest Payable Principal Amount at June 30, 2020 June 30, 2020 December 31, 2019
Pandora
(b) (c)		 December 2015
1.75% Convertible Senior Notes
 December 1, 2020 semi-annually on June 1 and December 1 $ 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    996    995   
Sirius XM
(d) (h)		 May 2013
4.625% Senior Notes
 May 15, 2023 semi-annually on May 15 and November 15 500    498    498   
Pandora
(b) (e)		 June 2018
1.75% Convertible Senior Notes
 December 1, 2023 semi-annually on June 1 and December 1 193    166    163   
Sirius XM
(d)		 July 2019
4.625% Senior Notes
 July 15, 2024 semi-annually on January 15 and July 15 1,500    1,486    1,485   
Sirius XM
(d) (h)		 March 2015
5.375% Senior Notes
 April 15, 2025 semi-annually on April 15 and October 15 1,000    994    993   
Sirius XM
(d)		 May 2016
5.375% Senior Notes
 July 15, 2026 semi-annually on January 15 and July 15 1,000    993    992   
Sirius XM
(d)		 July 2017
5.00% Senior Notes
 August 1, 2027 semi-annually on February 1 and August 1 1,500    1,489    1,488   
Sirius XM
(d)		 June 2019
5.500% Senior Notes
 July 1, 2029 semi-annually on January 1 and July 1 1,250    1,237    1,236   
Sirius XM
(d) (g)		 June 2020
4.125% Senior Notes
 July 1, 2030 semi-annually on January 1 and July 1 1,500    1,483    —   
Sirius XM
(f)		 December 2012 Senior Secured Revolving Credit Facility (the "Credit Facility") June 29, 2023 variable fee paid quarterly —    —    —   
Sirius XM Various Finance leases Various  n/a  n/a 1    2   
Total Debt 9,344    7,853   
Less: total current maturities 1,492    2   
Less: total deferred financing costs 11    9   
Total long-term debt $ 7,841    $ 7,842   
(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 a $1 Loss on extinguishment of debt in connection with this transaction. In addition, we unwound a capped call security acquired as part of the Pandora Acquisition in March 2019 for $3.
(d)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 into common stock and not redeemable as of June 30, 2020. As a result, we have classified the debt as Long-term within our unaudited consolidated balance sheets.
(f)The $1,750 Credit Facility expires in 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 June 30, 2020.  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 June 30, 2020.
(g)On June 11, 2020, Sirius XM issued $1,500 aggregate principal amount of the 4.125% Senior Notes due 2030 with a net original issuance discount and deferred financing costs in the aggregate of $19.
(h)On June 8, 2020, Sirius XM issued a redemption notice pursuant to the indentures governing its 4.625% Senior Notes due 2023 (the "4.625% Notes") and 5.375% Senior Notes due 2025 (the "5.375% Notes") to redeem all of the $500 aggregate principal amount of outstanding 4.625% Notes and all of the $1,000 aggregate principal amount of outstanding 5.375% Notes using the proceeds from the 4.125% Senior Notes due 2030. This redemption will result in a Loss on extinguishment of debt, net, of approximately $40 in the third quarter of 2020. These Notes have been presented in Current maturities of debt in our June 30, 2020 unaudited consolidated balance sheet. For a discussion of subsequent events related to this debt refer to Note 19.