Sirius XM enters definitive agreements for split-off and merger with Liberty Sirius XM Group

SIRIUS XM HOLDINGS INC.

Liberty Media to split off New Sirius, which will merge with Sirius XM; each SIRI share converts to one share of New Sirius.
New Sirius will hold Liberty's ~84% stake in Sirius XM, cash, convertible notes, exchangeable debentures, and a margin loan.
Malone stockholders (approx. 48% voting power) agree to vote in favor of the split-off via Voting Agreement.
$1.1B senior secured 364-day bridge facility committed by Morgan Stanley, BofA, and JPMorgan to refinance certain Liberty debt and pay fees.
Closing conditions include LSXMA/B stockholder vote, antitrust/communications approvals, tax opinions; target close by Nov 15, 2024.

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