SiriusXM Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 21, 2025 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 20, 2025, Sirius XM Radio LLC (“Sirius XM”), our subsidiary, entered into an amendment (“Amendment No. 11”) to its existing credit agreement with JPMorgan Chase Bank, N.A., as the administrative agent, and other agents and lenders (the “Credit Agreement”).
Prior to Amendment No. 11, the Credit Agreement consisted of a (i) $1.75 billion senior secured revolving credit facility (“Revolving Facility”), from which Sirius XM could borrow and reborrow from time to time, and (ii) a delayed draw term loan A facility in an aggregate original principal amount of $1.1 billion, borrowings from each of which Sirius XM could use for working capital and other general corporate purchases, including share repurchases, dividends and the financing of acquisitions. Amendment No. 11 provides for certain changes to the Credit Agreement, including to, among other things, (i) extend the maturity of the Revolving Facility to August 31, 2030 (subject to an earlier springing maturity if certain material indebtedness of Sirius XM remains outstanding 91 days prior to its stated maturity date and Sirius XM Inc. and its subsidiaries do not have sufficient liquidity to repay such indebtedness at such time) and (ii) increase the aggregate principal amount of the Revolving Facility to $2.0 billion. The obligations under the Credit Agreement remain guaranteed by Sirius XM’s parent, Sirius XM Inc., and Sirius XM’s material domestic subsidiaries, and secured by a lien on substantially all of Sirius XM’s assets and the assets of its material domestic subsidiaries, subject to certain exceptions.
The Credit Agreement contains incremental facilities and related debt and lien baskets, which allow Sirius XM to increase or incur new commitments under the Revolving Facility and/or incur new term loans or other forms of indebtedness, subject to the terms of the Credit Agreement.
Certain of the participants in the Credit Agreement and their respective affiliates have engaged in, and may in the future engage in, investment banking, advisory roles and other commercial dealings in the ordinary course of business with us and/or our affiliates. These participants have received, or may in the future receive, customary fees and commissions for these transactions.
The description of Amendment No. 11 contained herein is qualified in its entirety by reference to Amendment No. 11, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 11, dated as of August 20, 2025, to the Credit Agreement, dated as of December 5, 2012, among Sirius XM Radio Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and lenders parties thereto. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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/ Richard N. Baer | |
| Richard N. Baer | ||
| Executive Vice President, General | ||
| Counsel and Secretary | ||
Dated: August 21, 2025
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