XM Radio 2015 Annual Report Download - page 116

The following table summarizes our share repurchase activity for the years ended:
Share Repurchase Type Shares Amount Shares Amount Shares Amount
December 31, 2015 December 31, 2014 December 31, 2013
Open Market and Privately
Negotiated Repurchases(a). . . . . 524,222 $2,015,947 422,965 $1,426,428 476,546 $1,602,360
Liberty Media(b) . . . . . . . . . . . . . . . . . — — 92,889 340,000 43,712 160,000
May 2014 ASR Agreement(c) . . . . — — 151,846 506,404 — —
August 2014 ASR Agreement(d) . . — — 71,316 250,000 — —
Total Repurchases. . . . . . . . . . 524,222 $2,015,947 739,016 $2,522,832 520,258 $1,762,360
(a) As of December 31, 2015, $23,727 of common stock repurchases had not settled, nor been
retired, and were recorded as Treasury stock within our consolidated balance sheets and
consolidated statements of stockholders’ (deficit) equity.
(b) On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common
stock from Liberty Media. Pursuant to this agreement, we repurchased 43,712 shares of our
common stock for $160,000 from Liberty Media in 2013. In April 2014, we completed the final
purchase installment and repurchased 92,889 shares of our common stock for $340,000 from
Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase
contract with Liberty Media that could have caused the obligation not to be fulfilled, the
instrument was classified as a liability and was marked to fair value with any gain or loss
recorded to our consolidated statements of comprehensive income. We recognized $34,485 and
$20,393 to Loss on change in value of derivatives in our consolidated statements of
comprehensive income during the years ended December 31, 2014 and 2013, respectively.
(c) In May 2014, we entered into an accelerated share repurchase agreement (the “May 2014 ASR
Agreement”) under which we prepaid $600,000 to a third-party financial institution to repurchase
our common stock. Under the May 2014 ASR Agreement, we received 151,846 shares of our
common stock which were retired upon receipt and the counterparty returned to us $93,596 for
the unused portion of the original prepayment.
(d) In August 2014, we entered into an accelerated share repurchase agreement (the “August 2014
ASR Agreement”) under which we prepaid $250,000 to a third-party financial institution to
repurchase our common stock. Under the August 2014 ASR Agreement, we received an
aggregate of 71,316 shares of our common stock that were retired upon receipt.
Share Lending Arrangements
To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements
with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned
shares were returned to us as of October 2011, and the share lending agreements were
terminated.
We recorded interest expense related to the amortization of the costs associated with the share
lending arrangement and other issuance costs for our Exchangeable Notes of $12,701 and $12,745
for the years ended December 31, 2014 and 2013, respectively. These costs were fully amortized
as of December 31, 2014 as the Exchangeable Notes matured on December 1, 2014.
Preferred Stock, par value $0.001 per share
We are authorized to issue up to 50,000 shares of undesignated preferred stock with a
liquidation preference of $0.001 per share. In January 2013, Liberty Media converted its remaining
F-25
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars and shares in thousands, except per share amounts)