Sirius XM Holdings announced Thursday it is refinancing $1 billion in debt maturing in 2026 by issuing new senior notes due 2032 and launching a concurrent cash tender offer for its existing 3.125% Senior Notes due 2026.
The company’s subsidiary, Sirius XM Radio LLC, intends to offer $1 billion in Senior Notes due 2032 to qualified institutional buyers under private exemptions from securities registration. Proceeds from the offering, combined with existing cash, will fund the repurchase of the 2026 notes through the tender offer and cover any remaining balance via redemption or other settlement if needed.
The purchase price per $1,000 principal will be based on a fixed spread over a U.S. Treasury reference yield (as of 10 a.m. ET on March 4), plus accrued and unpaid interest up to but not including the payment date. The tender has no minimum participation requirement but is conditioned on completing the new notes offering with at least $1 billion in gross proceeds on satisfactory terms.
“There can be no assurance that any Notes will be purchased,” the company cautioned. If not all 2026 notes are tendered and accepted, SiriusXM plans to redeem the remainder at 100% of principal plus accrued interest, as the notes are currently callable at par.
The new 2032 notes are unregistered under the Securities Act and applicable state laws, offered only under exemptions (e.g., Rule 144A and Regulation S), and not available for sale in the U.S. without registration or exemption.