SIRIUSXM ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 3.125% SENIOR NOTES DUE 2026
Rhea-AI Summary
Sirius XM (NASDAQ: SIRI) subsidiary Sirius XM Radio LLC commenced a cash tender offer on Feb 26, 2026 to purchase any and all outstanding 3.125% Senior Notes due Sept 1, 2026 with $1,000,000,000 principal outstanding. The Purchase Price will be set by reference to a +50 bps spread to a 0.750% U.S. Treasury (08/31/2026) on March 4, 2026, at 10:00 a.m. ET.
Holders accepted will receive accrued interest; initial payment is expected March 5, 2026 (guaranteed deliveries March 9, 2026). The Offer is conditioned on a contemporaneous senior notes offering yielding at least $1,000.0 million of gross proceeds.
Positive
- Notes outstanding targeted: $1,000,000,000
- Offer funds expected from $1,000.0M senior notes offering plus cash
- Payment timeline defined: initial payment expected March 5, 2026; guaranteed delivery payment March 9, 2026
Negative
- Offer conditioned on a contemporaneous senior notes offering yielding at least $1,000.0M
- If not all Notes are purchased, issuer may redeem remaining Notes or deposit funds in trust
News Market Reaction – SIRI
On the day this news was published, SIRI gained 2.87%, reflecting a moderate positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
SIRI was down 0.24% pre-announcement, while key peers were mixed: PARAA and PARA fell 5.53% and 4.91%, IQ slipped 0.56%, and MSGS/SPHR were modestly positive. Peer momentum data shows only MANU in the scanner, reinforcing a company-specific context for this tender offer.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| 2026-02-23 | Conference presentation | Neutral | +0.1% | Announcement of presentation at Morgan Stanley TMT conference. |
| 2026-02-05 | Earnings results | Positive | +9.0% | Release of Q4 and full-year 2025 operating and financial results. |
| 2026-01-29 | Dividend declaration | Positive | +1.4% | Announcement of a quarterly cash dividend of <b>$0.27</b> per share. |
| 2026-01-29 | Leadership change | Neutral | -0.4% | Appointment of a new Chief Legal Officer and related leadership transition. |
| 2026-01-06 | Earnings date set | Neutral | -2.7% | Scheduling announcement for Q4 and full-year 2025 results and call. |
Recent earnings and dividend announcements have seen positive price alignment, while certain corporate and scheduling updates have coincided with mild weakness.
Over the last few months, SIRI has reported key corporate and financial milestones, including a strong earnings reaction on February 5, 2026 and a quarterly cash dividend declaration on January 29, 2026. Leadership changes in the legal function and conference participation updates generated smaller, mixed moves. Against this backdrop, the current cash tender offer for 3.125% notes due 2026 fits within active capital-structure and governance management highlighted in recent 10-K and 8-K disclosures.
Market Pulse Summary
This announcement details a cash tender offer for any and all of Sirius XM Radio LLC’s 3.125% Senior Notes due 2026, covering up to $1,000,000,000 in principal. The offer is tied to a new senior notes issuance of at least $1,000.0 million and includes specific pricing, timing, and redemption options. In the context of substantial indebtedness noted in recent filings, investors may focus on how this transaction reshapes near-term maturities, interest expense, and capital-structure flexibility.
Key Terms
cash tender offer financial
senior notes financial
cusip financial
fixed spread financial
yield to maturity financial
redemption price financial
notice of redemption regulatory
guaranteed delivery financial
AI-generated analysis. Not financial advice.
Certain information regarding the Notes and the terms of the Offer is summarized in the table below.
Issuer | Title of Security | CUSIP | Principal |
| Bloomberg | Fixed |
Sirius XM Radio LLC |
| 82967NBL1, |
| FIT 3 | +50 bps |
(1) | The Notes are currently callable at a redemption price of | |||||
(2) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of holders of the Notes. | |||||
The purchase price for each
In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial payment date for the Offer, which is expected to be March 5, 2026, assuming the Offer is not extended or earlier terminated. The payment date for any Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase is expected to be March 9, 2026, assuming the Offer is not extended or earlier terminated.
The Offer is scheduled to expire at 5:00 p.m.,
There can be no assurance that any Notes will be purchased. The Offer is conditioned upon the satisfaction of certain conditions, including the consummation of a contemporaneous senior notes offering by the Offeror on terms and conditions satisfactory to the Offeror yielding at least
To the extent the Offer is completed but the Offeror purchases less than all of the Notes in the Offer, the Offeror intends to, on or shortly before or after the initial payment date for the Offer, (i) issue a notice of redemption to redeem, with a portion of the net proceeds from such senior notes offering together with cash on hand, if needed, any Notes that remain outstanding in accordance with the terms of the indenture governing the Notes, (ii) satisfy and discharge its obligations under the Notes and the indenture governing the Notes by depositing with the trustee for the Notes, in trust, solely for the benefit of the holders of the Notes, money or
The Offer may be amended, extended, terminated or withdrawn in the Offeror's sole discretion. There is no assurance that the Offer will be subscribed for in any amount.
The Offeror has retained Citigroup Global Markets Inc. to serve as the exclusive dealer manager for the Offer and Kroll Issuer Services (US) to serve as the tender agent and information agent for the Offer. Questions regarding the terms of the Offer may be directed to Citigroup Global Markets Inc. by calling 800-558-3745 (toll-free) or 212-723-6106 (collect). Requests for documents should be directed to Kroll Issuer Services (US) by calling (347) 225-0431 (toll-free in the US and
None of SiriusXM, the Offeror, the dealer manager, the depositary, the tender agent nor the information agent (or their respective affiliates, directors, employees, agents or attorneys) is acting for any holder, makes any recommendation (or has authorized any person to make such recommendation) to any holder whether to tender or refrain from tendering any or all such holder's Notes or will be responsible to any holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer. Holders are urged to carefully evaluate all information in the offer documents, consult their own investment, tax, accounting and legal advisors and make their own decisions whether to tender notes.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes or any other securities. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Sirius XM Holdings Inc.
SiriusXM is a leading audio entertainment company in
Forward-Looking Statements
This communication contains "forward-looking statements." Such statements include, but are not limited to, statements about the expected terms and timing of the anticipated senior notes offering and the Offer and the intended use of proceeds from the anticipated senior notes offering. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: Risks Relating to our Business and Operations: We face substantial competition, and that competition has increased over time; our SiriusXM service has suffered a loss of subscribers, and our Pandora ad-supported service has similarly experienced a loss of monthly active users; if our efforts to attract and retain subscribers and listeners, or convert listeners into subscribers, are not successful, our business will be adversely affected; we engage in extensive marketing efforts and the continued effectiveness of those efforts is an important part of our business; we rely on third parties for the operation of our business, and the failure of third parties to perform could adversely affect our business; failure to successfully monetize and generate revenues from podcasts and other non-music content could adversely affect our business, operating results, and financial condition; we may not realize the benefits of acquisitions or other strategic investments and initiatives; and the impact of economic conditions may adversely affect our business, operating results, and financial condition. Risks Relating to our SiriusXM Business: Changing consumer behavior and new technologies relating to our satellite radio business may reduce our subscribers and may cause our subscribers to purchase fewer services from us or to cancel our services altogether, resulting in less revenue to us; a substantial number of our SiriusXM service subscribers periodically cancel their subscriptions and we cannot predict how successful we will be at retaining customers; our ability to profitably attract and retain subscribers to our SiriusXM service is uncertain; our business depends in part upon the auto industry; failure of our satellites would significantly damage our business; and our SiriusXM service may experience harmful interference from wireless operations. Risks Relating to our Pandora and Off-platform Business: Our Pandora and Off-platform business generates a significant portion of its revenues from advertising, and reduced spending by advertisers could harm our business; emerging industry trends may adversely impact our ability to generate revenue from advertising; our failure to convince advertisers of the benefits of our Pandora ad-supported service could harm our business; if we are unable to maintain our advertising revenue, our results of operations will be adversely affected; changes to mobile operating systems and browsers may hinder our ability to sell advertising and market our services; and if we fail to accurately predict and play music, comedy or other content that our Pandora listeners enjoy, we may fail to retain existing and attract new listeners. Risks Relating to Laws and Governmental Regulations: Privacy and data security laws and regulations may hinder our ability to market our services, sell advertising and impose legal liabilities; consumer protection laws and our failure to comply with them could damage our business; failure to comply with FCC requirements could damage our business; we may face lawsuits, incur liability or suffer reputational harm as a result of content published or made available through our services; and increasing interest and expectations regarding sustainable business practices by our various stakeholders and related reporting obligations may expose us to potential liabilities, increased costs, reputational harm, and other adverse effects. Risks Associated with Data and Cybersecurity and the Protection of Consumer Information: If we fail to protect the security of personal information about our customers, we could be subject to costly government enforcement actions and private litigation and our reputation could suffer; we use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability and adversely affect our results of operations; and interruption or failure of our information technology and communications systems could impair the delivery of our service and harm our business. Risks Associated with Certain Intellectual Property Rights: Rapid technological and industry changes and new entrants could adversely impact our services; the market for music rights is changing and is subject to significant uncertainties; our Pandora services depend upon maintaining complex licenses with copyright owners, and these licenses contain onerous terms; failure to protect our intellectual property or actions by third parties to enforce their intellectual property rights could substantially harm our business and operating results; and some of our services and technologies use "open source" software, which may restrict how we use or distribute our services or require that we release the source code subject to those licenses. Risks Related to our Capital Structure: While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time; our holding company structure could restrict access to funds of our subsidiaries that may be needed to pay third party obligations; we have significant indebtedness, and our subsidiaries' debt contains certain covenants that restrict their operations; and our ability to incur additional indebtedness to fund our operations could be limited, which could negatively impact our operations. Other Operational Risks: If we are unable to attract and retain qualified personnel, our business could be harmed; our facilities could be damaged by natural catastrophes or terrorist activities; the unfavorable outcome of pending or future litigation could have an adverse impact on our operations and financial condition; we may be exposed to liabilities that other entertainment service providers would not customarily be subject to; and our business and prospects depend on the strength of our brands.
Additional factors that could cause material differences from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended December 31, 2025, which is filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
Source: SiriusXM
Investor Contact:
Investor.Relations@siriusxm.com
Media Contact:
Maggie Mitchell
Maggie.Mitchell@siriusxm.com
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SOURCE Sirius XM Holdings Inc.
FAQ
What is SiriusXM (SIRI) offering for the 3.125% Senior Notes due Sept 1, 2026?
When does the SIRI tender offer for the 2026 notes expire and when will payment occur?
How much principal of the 3.125% notes is outstanding in the SIRI tender offer?
What conditions must be met for SiriusXM's (SIRI) tender offer to close?
How is the Purchase Price for SIRI's 2026 notes calculated?
What happens if SiriusXM (SIRI) purchases less than all outstanding 2026 notes?
