Sirius XM Radio LLC Prices Upsized Offering of $1,250,000,000 of 5.875% Senior Notes Due 2032

About this update from Siriusxm Holdings Inc.

[{"type":"text","content":"NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Sirius XM Holdings Inc. (NASDAQ: SIRI) (\"SiriusXM\") announced today that its subsidiary, Sirius XM Radio LLC, (the \"Issuer\") priced an offering of $1,250,000,000 of 5.875% Senior Notes due 2032 (the \"Notes\"). This represents an increase of $250,000,000 in aggregate principal amount in the offering size of the Notes. The sale of the Notes is expected to be consummated on or about March 4, 2026, subject to customary closing conditions.\nThe Notes are to be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and non-U.S. persons outside the United States in compliance with Regulation S of the Securities Act.The Notes will bear interest at an annual rate of 5.875%. The price to investors will be 100% of the principal amount of the Notes. The Issuer will receive gross proceeds of approximately $1,250,000,000 from the sale of the Notes before deducting the initial purchasers' commissions and estimated offering fees and expenses.The Issuer intends to use the net proceeds from the offering, together with cash on hand, to (i) purchase its 3.125% Senior Notes due 2026 (the \"3.125% Notes\") validly tendered and not validly withdrawn pursuant to the Issuer's concurrent cash tender offer for any and all 3.125% Notes (the \"Concurrent Tender Offer\"), (ii) to the extent less than all of the aggregate principal amount of the 3.125% Notes are purchased in the Concurrent Tender Offer, redeem or discharge all of the 3.125% Notes not purchased in the Concurrent Tender Offer and (iii) redeem $250.0 million aggregate principal amount of the Issuer's outstanding 5.000% Senior Notes due 2027 (the \"5.000% Notes\"). The 3.125% Notes and the 5.000% Notes are currently redeemable at a redemption price of 100.000% of the principal amount thereof plus accrued and unpaid interest thereon to, but excluding, the redemption date. As of December 31, 2025, $1,000 million aggregate principal amount of 3.125% Notes were outstanding and $1,500 million aggregate principal amount of 5.000% Notes were outstanding.The Notes have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the regi...

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