SiriusXM amends credit facilities to allow for committed bridge loan

By Sara Rosenberg

New York, Jan. 3 – SiriusXM Holdings Inc. amended its existing senior secured credit facilities to permit the full amount of the $1.1 billion senior secured 364-day term loan bridge facility contemplated by a commitment letter dated Dec. 11, according to an 8-K filed with the Securities and Exchange Commission on Wednesday.

JPMorgan Chase Bank is the administrative agent on the existing credit facilities.

The amendment was completed on Dec. 19.

As previously reported, Morgan Stanley Senior Funding Inc., BofA Securities Inc. and JPMorgan Chase Bank provided the bridge loan commitment.

The bridge financing supports the combination of Liberty Media Corp.’s Liberty SiriusXM tracking stock group and SiriusXM to create a new public company, and may be used to refinance Liberty Media’s 2.75% exchangeable notes due 2049 and the existing Liberty Media margin loan secured by SiriusXM’s common stock, and to pay fees and expenses related to the transaction.

Pro forma net leverage is expected to be 3.9x at close. The company’s long-term target leverage ratio is low-to-mid 3x adjusted EBITDA.

Under the terms of the transaction, Liberty will separate Liberty SiriusXM tracking stock group by means of a redemptive split-off of a new subsidiary of Liberty (SplitCo), which will hold its shares of SiriusXM and about $1.7 billion of estimated attributed net liabilities. In the split-off, holders of each series of Liberty SiriusXM common stock will receive a number of shares of SplitCo stock equal to an exchange ratio.

At closing, former Liberty SiriusXM stockholders will own about 81% of the combined company and SiriusXM minority stockholders will own the remaining 19%.

Closing is expected early in the third quarter of 2024, subject to Liberty SiriusXM stockholder approval and regulatory approvals.

SiriusXM is a New York-based audio entertainment company. Liberty is an Englewood, Colo.-based owner of media, communications and entertainment businesses. The combined company will continue to operate under the SiriusXM name and brand.

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