SiriusXM Announces $1B Debt Offering, Tenders 2026 Notes
SiriusXM is taking significant financial steps to manage its upcoming debt obligations. The company announced plans to refinance $1 billion of debt maturing later this year by launching a new bond offering and conducting a cash tender offer for existing notes.
SiriusXM’s New Debt Offering
The refinancing will come from a new issuance of Senior Notes, which are slated to mature in 2032. This bond offering will be aimed at large institutional investors, adhering to exemptions from federal securities registration requirements.
Purpose of the New Offering
- SiriusXM aims to utilize the funds from the new notes to repurchase its outstanding 3.125% Senior Notes due 2026.
- As of December 31, 2025, the principal amount outstanding on these 2026 notes is $1 billion.
Details of the Tender Offer
Alongside the bond offering, SiriusXM is initiating a cash tender offer for all of its 3.125% Senior Notes due 2026. A tender offer allows bondholders to sell their securities before maturity, typically at a determined price.
Tender Offer Timeline
- Offer Expiration: Scheduled for 5 PM ET on March 4, 2026.
- Initial Payments: Expected on March 5, 2026, for accepted bonds.
- Guaranteed Delivery Payments: Anticipated by March 9, 2026.
Pricing Structure
The purchase price for the bonds will be calculated based on a fixed spread over a U.S. Treasury reference security. Investors will also receive accrued and unpaid interest up to the payment date.
Conditions of the Tender Offer
The tender offer does not set a minimum participation threshold but is contingent on the successful completion of the new senior notes offering. SiriusXM expects the offering to yield at least $1 billion in gross proceeds that meet its satisfaction criteria.
Risks of the Offer
The company has stated that there is no assurance that any notes will be purchased. If not all 2026 notes are tendered and accepted, SiriusXM plans to settle the remaining balance using proceeds from the new offering and available cash.
Other Important Information
- The 3.125% notes are currently redeemable at their full principal value, plus any accrued interest.
- Neither the new senior notes nor the tender offer has been registered under the Securities Act.
- The announcement is not an offer to sell or a solicitation of an offer to buy any securities.
Citigroup Global Markets is the exclusive dealer manager for the tender offer, with Kroll Issuer Services serving as the tender agent and information agent for SiriusXM. This strategic financial maneuver illustrates SiriusXM’s proactive approach in managing its debt while navigating the complexities of the current market environment.
