Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2017 (June 9, 2017)
SIRIUS XM HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | 001-34295 | 38-3916511 |
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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1290 Avenue of the Americas, 11th Fl., New York, NY | 10104 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 584-5100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 7.01 | Regulation FD Disclosure |
Today we issued a press release announcing that Sirius XM Radio Inc. entered into an investment agreement with Pandora Media, Inc. (“Pandora”) to purchase 480,000 shares of Pandora’s Series A Convertible Preferred Stock, par value $0.0001 per share, for an aggregate purchase price of $480 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is furnished herewith.
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The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item Item 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The Exhibit Index attached hereto is incorporated herein.
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 hereunto duly authorized.
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| SIRIUS XM HOLDINGS INC. |
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| By: | /s/ Patrick L. Donnelly |
| | Patrick L. Donnelly Executive Vice President, General Counsel and Secretary |
Dated: June 9, 2017
EXHIBITS
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Exhibit | Description of Exhibit |
99.1 | Press Release dated June 9, 2017 |