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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 21, 2025 (August 20, 2025)
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-34295 |
93-4680139 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
| 1221 Avenue of the Americas, 35th Fl., New York, NY |
10020 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| Registrant's
telephone number, including area code: (212)
584-5100 |
| |
| N/A |
| (Former
Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
|
|
| Common Stock, par value $0.001 per share |
SIRI |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 20, 2025,
Sirius XM Radio LLC (“Sirius XM”), our subsidiary, entered into an amendment (“Amendment No. 11”) to its
existing credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other agents and lenders (the “Credit
Agreement”).
Prior to Amendment No. 11,
the Credit Agreement consisted of a (i) $1.75 billion senior secured revolving credit facility (“Revolving Facility”),
from which Sirius XM could borrow and reborrow from time to time, and (ii) a delayed draw term loan A facility in an aggregate original
principal amount of $1.1 billion, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases,
including share repurchases, dividends and the financing of acquisitions. Amendment No. 11 provides for certain changes to the Credit
Agreement, including to, among other things, (i) extend the maturity of the Revolving Facility to August 31, 2030 (subject to
an earlier springing maturity if certain material indebtedness of Sirius XM remains outstanding 91 days prior to its stated maturity date
and Sirius XM Inc. and its subsidiaries do not have sufficient liquidity to repay such indebtedness at such time) and (ii) increase
the aggregate principal amount of the Revolving Facility to $2.0 billion. The obligations under the Credit Agreement remain guaranteed
by Sirius XM’s parent, Sirius XM Inc., and Sirius XM’s material domestic subsidiaries, and secured by a lien on substantially
all of Sirius XM’s assets and the assets of its material domestic subsidiaries, subject to certain exceptions.
The Credit Agreement contains
incremental facilities and related debt and lien baskets, which allow Sirius XM to increase or incur new commitments under the Revolving
Facility and/or incur new term loans or other forms of indebtedness, subject to the terms of the Credit Agreement.
Certain of the participants
in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory
roles and other commercial dealings in the ordinary course of business with us and/or our affiliates. These participants have received,
or may in the future receive, customary fees and commissions for these transactions.
The description of Amendment
No. 11 contained herein is qualified in its entirety by reference to Amendment No. 11, a copy of which is filed herewith as
Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 11, dated as of August 20, 2025,
to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan
Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
SIRIUS XM HOLDINGS INC. |
| |
|
| |
By: |
/s/ Richard N. Baer |
| |
|
Richard N. Baer |
| |
|
Executive Vice President, General |
| |
|
Counsel and Secretary |
Dated: August 21, 2025
