XM Radio 2015 Annual Report Download - page 115

and interest, of $797,830. We recognized $85,759 to Loss on extinguishment of debt and credit
facilities, net, consisting primarily of unamortized discount, deferred financing fees and repayment
premium, as a result of this transaction.
Covenants and Restrictions
Under the Credit Facility, Sirius XM, our wholly-owned subsidiary, must comply with a debt
maintenance covenant that it not 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.
At December 31, 2015 and 2014, we were in compliance with our debt covenants.
(14) Stockholders’ Equity
Common Stock, par value $0.001 per share
We are authorized to issue up to 9,000,000 shares of common stock. There were 5,153,451
and 5,653,529 shares of common stock issued and 5,147,647 and 5,646,119 shares outstanding on
December 31, 2015 and 2014, respectively.
As of December 31, 2015, 354,569 shares of common stock were reserved for issuance in
connection with incentive stock based awards and common stock to be granted to members of our
board of directors, employees and third parties.
Stock Repurchase Program
Since December 2012, our board of directors approved for repurchase an aggregate of
$8,000,000 of our common stock. Our board of directors did not establish an end date for this stock
repurchase program. Shares of common stock may be purchased from time to time on the open
market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the
Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its
affiliates, or otherwise. As of December 31, 2015, our cumulative repurchases since December
2012 under our stock repurchase program totaled 1,783,496 shares for $6,301,140, and $1,698,860
remained available under our stock repurchase program.
F-24
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars and shares in thousands, except per share amounts)