SiriusXM Announces Expiration and Results of Repurchase Offer

Sirius XM Holdings Inc. today announced the expiration of the previously announced offer (the “Repurchase Offer”) by Pandora Media, LLC, its wholly owned subsidiary. The original repurchase offer was to repurchase for cash any and all of its $152,051,000 outstanding 1.75% Convertible Senior Notes due 2020 (the “Notes”).

The notes would be purchased at a price equal to 100% of the aggregate principal amount thereof, plus, accrued and unpaid interest thereon to, but not including, the repurchase date (the “Purchase Price”) and on the terms and subject to the conditions set forth in an Offer to Purchase. This was dated February 14, 2019 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and collectively with the Offer to Purchase, the “Offer Documents”).

The Repurchase offer expiration

The Repurchase Offer expired at 11:59 p.m., New York City time, on March 14, 2019 (the “Offer Expiration Date”). As of the Offer Expiration Date, Pandora Media, LLC had received valid tenders from holders. The total value is $151,067,000, or 99.35%, of the total outstanding principal amount of the Notes.

Tendered Notes may not be withdrawn subsequent to the Offer Expiration Date. However, if required by applicable law, they will make an exception. Furthermore, Pandora Media, LLC will accept for purchase all Notes validly tendered at or prior to the Offer Expiration Date. Furthermore, Pandora Media, LLC expects to pay the Purchase Price for the Notes accepted for purchase on March 18, 2019.

Also, D.F. King & Co., Inc. is acting as the tender agent and information agent for the Repurchase Offer.

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