Sirius XM Holdings Enters Material Definitive Agreement

TL;DR

Sirius XM just signed a big deal, filing an 8-K for it.

AI Summary

On June 16, 2024, Sirius XM Holdings Inc. entered into a material definitive agreement. The filing is a Form 8-K, indicating a significant event for the company. Specific details of the agreement are not provided in this excerpt, but it is classified under 'Entry into a Material Definitive Agreement' and 'Financial Statements and Exhibits'.

Why It Matters

This filing signals a significant new contract or transaction for Sirius XM Holdings, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial or operational implications, but the lack of specific details warrants a medium risk assessment.

Key Players & Entities

• SIRIUS XM HOLDINGS INC. (company) — Registrant
• June 16, 2024 (date) — Date of earliest event reported
• June 17, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share SIRI The Nasdaq Stock Marke
• $0.01 — iberty SiriusXM common stock, par value $0.01 per share ("LSXMA"), Liberty Media's Se

Filing Documents

• tm2417346d1_8k.htm (8-K) — 50KB
• tm2417346d1_ex2-1.htm (EX-2.1) — 78KB
• tm2417346d1_ex10-1.htm (EX-10.1) — 36KB
• 0001104659-24-071939.txt ( ) — 364KB
• siri-20240616.xsd (EX-101.SCH) — 3KB
• siri-20240616_lab.xml (EX-101.LAB) — 33KB
• siri-20240616_pre.xml (EX-101.PRE) — 22KB
• tm2417346d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On June 16, 2024, Sirius XM Holdings Inc. ("SiriusXM") entered into amendments (the "Amendments") to (i) the Reorganization Agreement (the "Reorganization Agreement"), dated as of December 11, 2023, with Liberty Media Corporation, a Delaware corporation ("Liberty" or "Liberty Media") and Liberty Sirius XM Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Liberty ("New Sirius"), and (ii) the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 11, 2023, with Liberty, New Sirius and Radio Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of New Sirius ("Merger Sub"), relating to the split-off of New Sirius, which will own all of the assets and liabilities attributed to the Liberty SiriusXM Group, from Liberty (the "Split-Off") and, following the Split-Off, the combination of New Sirius and SiriusXM through the merger of Merger Sub with SiriusXM, with SiriusXM becoming a wholly owned subsidiary of New Sirius (the "Merger" and, together with the Split-Off, the "Transactions"). The Amendments, among other things, ratably adjust the exchange ratios in each of the Reorganization Agreement and the Merger Agreement in connection with the Transactions to reduce the total number of outstanding shares of New Sirius common stock, par value $0.001 per share ("New Sirius Common Stock"), following the consummation of the Transactions. The revised exchange ratio in the Reorganization Agreement reduces by 90% the number of shares of New Sirius Common Stock that otherwise would have been issued to holders of Liberty SiriusXM Common Stock (as defined below). As a result of the revised exchange ratio under the Merger Agreement, each existing holder of SiriusXM common stock, par value $0.001 per share ("SiriusXM Common Stock"), will receive 1 share in New Sirius for every 10 shares of SiriusXM Common Stock it holds as of immediately prior to the consummat

01. Statements and Exhibits

Item 9.01. Statements and Exhibits (d) Exhibits. Exhibit Number Description of Exhibit 2.1 First Amendment, dated as of June 16, 2024, to the Agreement and Plan of Merger, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation, Liberty Sirius XM Holdings Inc. and Radio Merger Sub, LLC 10.1 First Amendment, dated as of June 16, 2024, to the Reorganization Agreement, dated as of December 11, 2023, by and among Sirius XM Holdings Inc., Liberty Media Corporation and Liberty Sirius XM Holdings Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Liberty Media hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission ("SEC"); provided, however, that Liberty Media may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. * * * 3 Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the completion of the proposed transaction, proposed trading of New Sirius Common Stock and other matters related to such proposed transaction. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as "possible," "potential," "intends" or "expects" or other words or phrases of similar import or future or conditional verbs such as "will," "may," "might," "should," "would," "could," or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and

SIGNATURES

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/ Patrick L. Donnelly Patrick L. Donnelly Executive Vice President, General Counsel and Secretary Dated: June 17, 2024 6