XM Radio 2014 Annual Report Download - page 130

Issuer /
Borrower Issued Debt
Maturity
Date Interest Payable
Principal
Amount
December 31,
2014
December 31,
2013
Carrying value at
Sirius XM(a)(b) ..... May 2013 4.625% Senior Notes
(the “4.625% Notes”)
May 15,
2023
semi-annually
on May 15 and
November 15
500,000 495,116 494,653
Sirius XM(a)(b)(c) . . . May 2014 6.00% Senior Notes
(the “6.00% Notes”)
July 15,
2024
semi-annually
on January 15
and July 15
1,500,000 1,483,918 —
Sirius XM(a)(b)(d) . . . August 2012 5.25% Senior
Secured Notes (the
“5.25% Notes”)
August 15,
2022
semi-annually
on February 15
and August 15
400,000 395,147 394,648
Sirius XM(e) ...... December
2012
Senior Secured
Revolving Credit
Facility (the “Credit
Facility”)
December 5,
2017
variable fee
paid quarterly
1,250,000 380,000 460,000
Sirius XM ........ Various Capital leases Various n/a n/a 12,754 19,591
Total Debt........................................... 4,501,345 3,601,595
Less: total current maturities non-related party .... 7,482 496,815
Less: total current maturities related party ........ — 10,959
Total long-term debt ................................. $4,493,863 $3,093,821
(a) The carrying value of the notes are net of the remaining unamortized original issue discount.
(b) Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes.
(c) In May 2014, Sirius XM issued $1,500,000 aggregate principal amount of 6.00% Senior Notes
due 2024, with an original issuance discount of $16,875.
(d) In April 2014, we entered into a supplemental indenture to the indenture governing the 5.25%
Notes pursuant to which we granted a first priority lien on substantially all of the assets of Sirius
XM and the guarantors to the holders of the 5.25% Notes. The liens securing the 5.25% Notes
are equal and ratable to the liens granted to secure the Credit Facility.
(e) In December 2012, Sirius XM entered into a five -year Credit Facility with a syndicate of financial
institutions for $1,250,000. Sirius XM’s obligations under the Credit Facility are guaranteed by
certain of its material domestic subsidiaries and are secured by a lien on substantially all of
Sirius XM’s assets and the assets of its material domestic subsidiaries. Borrowings under the
Credit Facility are used for working capital and other general corporate purposes, including
dividends, financing of acquisitions and share repurchases. Interest on borrowings is payable on
a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is
also required to pay a variable fee on the average daily unused portion of the Credit Facility and
is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility
was 0.35% per annum as of December 31, 2014. As of December 31, 2014, $870,000 was
available for future borrowing under the Credit Facility. Sirius XM’s outstanding borrowings under
the Credit Facility are classified as Long-term debt within our consolidated balance sheets due to
the long-term maturity of this debt.
Retired and Converted Debt
The Exchangeable Notes were exchangeable at anytime at the option of the holder into shares
of our common stock at an exchange rate of 543.1372 shares of common stock per 1,000 dollars
of principal amount of the notes, which is equivalent to an approximate exchange price of $1.841
per share of common stock. All holders of the Exchangeable Notes converted prior to the
F-24
SIRIUS XM HOLDINGS INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollar amounts in thousands, unless otherwise stated)