8-K12B
filed September 10, 2024, 7:59 PM ET
ticker SIRI
CIK 0000908937
M&A
confidence high
sentiment neutral
materiality 0.80
SIRIUS XM HOLDINGS INC. (SIRI): M&A transaction — Sirius XM completes split-off from Liberty Media and merger; becomes independent company trading under SIRI
SIRIUS XM HOLDINGS INC.
- Liberty Media split-off: each Liberty SiriusXM share exchanged for 0.8375 New Sirius share as of Sept 9, 2024.
- New Sirius merged with Old Sirius; Old Sirius renamed Sirius XM Inc., New Sirius renamed Sirius XM Holdings Inc.
- New Sirius assumed $575M of 3.75% Convertible Senior Notes due 2028 and $585M of 2.75% Exchangeable Senior Debentures due 2049.
- Board reduced to 9 directors; new directors include Hartenstein, Malone, Meyer, Procope, Rapino, Salen, Witz, Zaslav; Maffei remains Chairman.
- Executive officers: CEO Witz, President/Chief Content Officer Greenstein, CFO Barry, GC Donnelly, CPTO Inzerillo; Wilm and Maffei resigned.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer C. Witz was appointed as Chief Executive Officer of New Sirius at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Chief Executive Officer of New Sirius
Exact text from the filing
Jennifer C. Witz Age: 56 Chief Executive Officer of New Sirius
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Rapino was appointed as Class III Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristina Salen was appointed as Class I Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Renee L. Wilm resigned as Executive Officer at SIRIUS XM HOLDINGS INC..
- Action
- resigned
- Role
- Executive Officer
Exact text from the filing
each of Gregory B. Maffei, Renee L. Wilm and Brian J. Wendling resigned as executive officers of New Sirius, effective as of immediately prior to the Merger Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott A. Greenstein was appointed as President and Chief Content Officer of New Sirius at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- President and Chief Content Officer of New Sirius
Exact text from the filing
Scott A. Greenstein Age: 64 President and Chief Content Officer of New Sirius
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian J. Wendling resigned as Executive Officer at SIRIUS XM HOLDINGS INC..
- Action
- resigned
- Role
- Executive Officer
Exact text from the filing
each of Gregory B. Maffei, Renee L. Wilm and Brian J. Wendling resigned as executive officers of New Sirius, effective as of immediately prior to the Merger Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer C. Witz was appointed as Class I Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonelle Procope was appointed as Class II Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eddy W. Hartenstein was appointed as Class I Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class I Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory B. Maffei resigned as Executive Officer at SIRIUS XM HOLDINGS INC..
- Action
- resigned
- Role
- Executive Officer
Exact text from the filing
each of Gregory B. Maffei, Renee L. Wilm and Brian J. Wendling resigned as executive officers of New Sirius, effective as of immediately prior to the Merger Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Evan D. Malone was appointed as Class II Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David M. Zaslav was appointed as Class III Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class III Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James E. Meyer was appointed as Class II Director at SIRIUS XM HOLDINGS INC..
- Action
- appointed
- Role
- Class II Director
Exact text from the filing
Eddy W. Hartenstein, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina Salen, Jennifer C. Witz and David M. Zaslav were appointed to the Board of New Sirius.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Renee L. Wilm resigned as Director at SIRIUS XM HOLDINGS INC..
- Action
- resigned
- Role
- Director
Exact text from the filing
Renee L. Wilm resigned from the Board, effective as of immediately prior to the Merger Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
SIRIUS XM HOLDINGS INC. completed a disposition involving Liberty Media Corporation for redemption of each outstanding share of Liberty Media's Series A, Series B and Series C Liberty SiriusXM common stock, par value $0.01 per share, in exchange fo (closed 2024-09-09).
- Action
- disposition
- Counterparty
- Liberty Media Corporation
- Consideration
- redemption of each outstanding share of Liberty Media's Series A, Series B and Series C Liberty SiriusXM common stock, par value $0.01 per share, in exchange fo
- Closing
- 2024-09-09
Exact text from the filing
n Item 2.01), New Sirius (as defined below in Item 2.01) and Liberty Media Corporation (“ Liberty Media ”) executed a supplemental indenture, dated as of September 9, 2024 (the “ Convertible Notes Supplemental Indenture ”), with
View on SEC.gov
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