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Debt | 9 Months Ended
--- | ---
Sep. 30, 2024
Debt Disclosure [Abstract] |
Debt | Debt Our debt as of September 30, 2024 and December 31, 2023 consisted of the following:
|  |  |  |  |  |  |  |  |  | Principal Amount at |  | Carrying value(a) at
Issuer / Borrower |  | Issued |  | Debt |  | Maturity Date |  | Interest Payable |  | September 30, 2024 |  | September 30, 2024 |  | December 31, 2023
SiriusXM Holdings level notes and loans:
Sirius XM Holdings(b) |  | March 2023 |  | 3.75% Convertible Senior Notes |  | March 15, 2028 |  | Semi-annually in arrears on March 15 and September 15 |  | $ | 575 |  |  | $ | 590 |  |  | $ | 688 |
Sirius XM Holdings(b) |  | November 2019 |  | 2.75% Exchangeable Senior Debentures |  | December 1, 2049 |  | quarterly in arrears on March 1, June 1, September 1, and December 1 |  | 585 |  |  | 583 |  |  | 574 |
Sirius XM Holdings |  | Various |  | Margin Loan |  | Various |  | n/a |  | — |  |  | — |  |  | 695 |
Sirius XM notes and loans:
Sirius XM(c) |  | April 2022 |  | Incremental Term Loan |  | April 11, 2024 |  | variable fee paid monthly |  | — |  |  | — |  |  | 500 |
Sirius XM(c) |  | September 2024 |  | Incremental Term Loan |  | September 9, 2027 |  | variable fee paid quarterly |  | 610 |  |  | 610 |  |  | — |
Sirius XM |  | December 2012 |  | Senior Secured Revolving Credit Facility (the "Credit Facility") |  | August 31, 2026 |  | variable fee paid quarterly |  | 250 |  |  | 250 |  |  | — |
Sirius XM(c) |  | August 2021 |  | 3.125% Senior Notes |  | September 1, 2026 |  | semi-annually on March 1 and September 1 |  | 1,000 |  |  | 995 |  |  | 994 |
Sirius XM(c) |  | July 2017 |  | 5.00% Senior Notes |  | August 1, 2027 |  | semi-annually on February 1 and August 1 |  | 1,500 |  |  | 1,495 |  |  | 1,494 |
Sirius XM(c) |  | June 2021 |  | 4.00% Senior Notes |  | July 15, 2028 |  | semi-annually on January 15 and July 15 |  | 2,000 |  |  | 1,987 |  |  | 1,985 |
Sirius XM(c) |  | June 2019 |  | 5.500% Senior Notes |  | July 1, 2029 |  | semi-annually on January 1 and July 1 |  | 1,250 |  |  | 1,242 |  |  | 1,241 |
Sirius XM(c) |  | June 2020 |  | 4.125% Senior Notes |  | July 1, 2030 |  | semi-annually on January 1 and July 1 |  | 1,500 |  |  | 1,490 |  |  | 1,488 |
Sirius XM(c) |  | August 2021 |  | 3.875% Senior Notes |  | September 1, 2031 |  | semi-annually on March 1 and September 1 |  | 1,500 |  |  | 1,488 |  |  | 1,487 |
Sirius XM |  | Various |  | Finance leases |  | Various |  | n/a |  | n/a |  | 12 |  |  | 15 |
Total debt |  | 10,742 |  |  | 11,161 |
Less: total current maturities (d) |  | 589 |  |  | 1,079 |
Less: total deferred financing costs, net |  | 16 |  |  | 9 |
Total long-term debt |  | $ | 10,137 |  |  | $ | 10,073 |
(a)The carrying value of the obligations is net of any remaining unamortized original issue discount except for the debt measured at fair value noted in (b) below. (b)Measured at fair value. (c)All material domestic subsidiaries, including Pandora and its subsidiaries as well as Sirius XM Inc., that guarantee the Credit Facility have guaranteed the Incremental Term Loan and these notes. (d)Current maturities of long-term debt includes the 2.75% Exchangeable Senior Debentures due 2049 due to the put and call features discussed below. Sirius XM Holdings level notes and loans: 3.75% Convertible Senior Notes due 2028 On March 10, 2023, Liberty Media issued $575 aggregate principal amount of its 3.75% convertible notes due 2028 (the “Convertible Notes”). In connection with the Split-Off, we assumed all of the obligations of Liberty Media under the indenture governing the Convertible Notes and the Convertible Notes. The Convertible Notes accrue interest at a rate of 3.75% per annum and mature on March 15, 2028. Pursuant to the terms of the indenture governing the Convertible Notes, holders of the Convertible Notes may convert their Convertible Notes, in integral multiples of $1,000 principal amount, at their option, under the following circumstances: (i) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is equal to or more than 130% of the conversion price of the Convertible Notes on the last day of such preceding calendar quarter; (ii) during the five business-day period after any five consecutive trading-day period (the “Measurement Period”), in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that Measurement Period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Convertible Notes on each such trading day; (iii) if the Company calls the Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events described in the Convertible Notes Indenture. In addition, holders may convert their Convertible Notes at their option at any time on or after December 15, 2027 and ending on the close of business on the second scheduled trading day immediately preceding the stated maturity date for the Convertible Notes, without regard to the foregoing circumstances. Upon a conversion of the Convertible Notes, we may elect to pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of our common stock. As of September 30, 2024, the conversion rate for the Convertible Notes was 29.6947 shares (not in millions) of our common stock per $1,000 principal amount (not in millions) of Convertible Notes, equivalent to a conversion price of approximately $33.68 per share of our common stock (not in millions). We elected to account for the notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value. 2.75% Exchangeable Senior Debentures due 2049 On November 26, 2019, Liberty Media issued approximately $604 aggregate principal amount of its 2.75% exchangeable senior debentures due 2049 (the “Exchangeable Notes”). In connection with the Transactions, Liberty Media transferred and assigned its rights and liabilities as obligor and maker of the Exchangeable Notes and its obligations under the indenture governing the Exchangeable Notes to us. The reference shares per $1,000 principal amount (not in millions) of Exchangeable Notes consists of approximately 11.6023 shares (not in millions) of our common stock. Upon an exchange of the Exchangeable Notes, we will satisfy our exchange obligation solely in cash. Pursuant to the terms of the indenture governing the Exchangeable Notes, as a result of the Transactions, holders of the Exchangeable Notes have the right to require us to repurchase the Exchangeable Notes for a purchase price equal to 100% of the adjusted principal amount of the Exchangeable Notes plus accrued and unpaid interest to the repurchase date plus any final period distribution. Notice of such repurchase right was distributed to holders of Exchangeable Notes on August 30, 2024 and the offer expired at 5:00 p.m., New York City time, on October 24, 2024. Holders of the Exchangeable Notes also have the right to require us to purchase such Exchangeable Notes on December 1, 2024 for a purchase price equal to 100% of the adjusted principal amount of the Exchangeable Notes plus accrued and unpaid interest to the repurchase date, plus any final period distribution. Notice of such repurchase right was distributed to holders of Exchangeable Notes on October 4, 2024 and the offer will expire at 5:00 p.m., New York City time, on November 27, 2024 unless extended. We may elect to redeem the Exchangeable Notes on or after December 1, 2024 for a redemption price equal to 100% of the adjusted principal amount of the Exchangeable Notes debentures plus accrued and unpaid interest to the redemption date, plus any final period distribution. We elected to account for the Exchangeable Notes using the fair value option. See Note 3 for information related to unrealized gains (losses) on debt measured at fair value. Margin Loan In February 2021, Liberty Siri MarginCo, LLC (“Siri MarginCo”), a wholly-owned subsidiary of SplitCo which merged with and into SplitCo following the Transactions, borrowed $125 pursuant to an amendment to its margin loan agreement secured by shares of our common stock (the “Margin Loan”) that was comprised of an $875 term loan and an $875 revolving line of credit. The term loan and any drawn portion of the revolver carried an interest rate of the London Inter-Bank Offer Rate plus 2.00% with the undrawn portion carrying a fee of 0.50%. In March 2023, Siri MarginCo amended the Margin Loan, increasing the revolving line of credit to $1,075, extending the maturity to March 2026 and changing the interest rate to the Secured Overnight Financing Rate (“SOFR”) plus 2.25%. During the nine months ended September 30, 2024, Siri MarginCo repaid $695 borrowings outstanding under the term loan. Sirius XM notes and loans: The Credit Facility In August 2021, Sirius XM entered into an amendment to extend the maturity of the $1,750 Credit Facility to August 31, 2026. Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries, including Pandora and its subsidiaries, and by Sirius XM Inc. and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. From and after July 1, 2023, Sirius XM's borrowings are based on the SOFR plus an applicable rate based on its debt to operating cash flow ratio. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of September 30, 2024. All of Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt. In April 2022, Sirius XM entered into an amendment to the Credit Facility to incorporate an Incremental Term Loan borrowing of $500. Interest on the Incremental Term Loan borrowing was based on the SOFR plus an applicable rate. On April 11, 2024, the Incremental Term Loan matured and was retired with cash for 100% of the principal amount plus accrued and unpaid interest to the date of maturity. On January 26, 2024, Sirius XM entered into an amendment to the Credit Facility to, among other things, incorporate a $1,100 delayed draw incremental term loan. Subject to the conditions described in the amendment, the delayed draw incremental term loan shall be available to be drawn by Sirius XM in up to three separate drawings until December 31, 2024. If drawn, interest on the delayed draw incremental term loan will be based on SOFR plus an applicable rate. As of September 30, 2024, the outstanding balance under the Credit Facility was $250 and the outstanding amount under the incremental term loan was $610. Covenants and Restrictions Under the Credit Facility, Sirius XM, our wholly owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions. The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate. Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable. Fair Value of Debt The fair values, based on quoted market prices of the same instruments but not considered to be active markets (Level 2), of Sirius XM’s debt securities, not reported at fair value, whose carrying value does not approximate fair value, are as follows:
|  | September 30, 2024 |  | December 31, 2023
Sirius XM 3.125% Senior Notes due 2026 |  | $ | 964 |  |  | $ | 932 |
Sirius XM 5.0% Senior Notes due 2027 |  | $ | 1,470 |  |  | $ | 1,444 |
Sirius XM 4.0% Senior Notes due 2028 |  | $ | 1,883 |  |  | $ | 1,827 |
Sirius XM 5.50% Senior Notes due 2029 |  | $ | 1,219 |  |  | $ | 1,202 |
Sirius XM 4.125% Senior Notes due 2030 |  | $ | 1,356 |  |  | $ | 1,326 |
Sirius XM 3.875% Senior Notes due 2031 |  | $ | 1,303 |  |  | $ | 1,277 |

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