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`8-K12B 1 d627857d8k12b.htm 8-K12B
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`SECURITIES AND EXCHANGE COMMISSION
`WASHINGTON, D.C. 20549
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`FORM 8-K
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`CURRENT REPORT
`Pursuant to Section 13 or 15(d)
`of the Securities Exchange Act of 1934
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`Date of Report (Date of earliest event reported): November 15, 2013 (November 14, 2013)
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`SIRIUS XM HOLDINGS INC.
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`(Exact Name of Registrant as Specified in its Charter)
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`Delaware
`(State or other Jurisdiction
`of Incorporation)
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`001-34295
`(Commission
`File Number)
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` 1221 Avenue of the Americas, 36th Fl., New York, NY
`(Address of Principal Executive Offices)
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`38-3916511
`(I.R.S. Employer
`Identification No.)
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`10020
`(Zip Code)
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`Registrant’s telephone number, including area code: (212) 584-5100
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`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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`¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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`¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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`¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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`¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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`Fraunhofer Ex 2006-1
`Sirius XM v Fraunhofer, IPR2018-00689
`
`

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`Item 1.01 Entry into a Material Definitive Agreement.
`On November 15, 2013, Sirius XM Radio Inc., a Delaware corporation (“Sirius”), reorganized its corporate structure (the
`“Reorganization”) whereby Sirius became a direct, wholly-owned subsidiary of Sirius XM Holdings Inc., a Delaware corporation
`(“Holdings”), pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”) and pursuant to an
`Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 14, 2013, by and among Sirius, Holdings and Sirius
`XM Merger Sub Inc., a Delaware corporation (“Merger Sub”). Section 251(g) of the DGCL provides for the formation of a holding
`company without a vote of the stockholders of the constituent corporations.
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`To effect the Reorganization, Sirius formed Holdings as a wholly-owned subsidiary, which in turn formed Merger Sub as its
`wholly-owned subsidiary. Pursuant to the Merger Agreement, Merger Sub merged with and into Sirius (the “Merger”) with Sirius being
`the surviving entity. As a result, the separate corporate existence of Merger Sub ceased and Sirius became a direct, wholly-owned
`subsidiary of Holdings.
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`In accordance with the terms of the Merger Agreement:
`(i) each share of common stock, par value $0.001 per share, of Sirius (“Sirius Common Stock”) issued and outstanding
`immediately prior to the effective time of the Merger (other than any Sirius Common Stock held in treasury) was cancelled and
`extinguished and converted automatically into the right to receive one validly issued, fully paid and non-assessable share of common
`stock, par value $0.001 per share, of Holdings (“Holdings Common Stock”), each share having the same designations, rights, powers
`and preferences, and the qualifications, limitations and restrictions thereof as the shares of Sirius Common Stock being so converted;
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`(ii) each share of Sirius Common Stock owned by Sirius immediately prior to the effective time of the Merger was automatically
`cancelled and ceased to exist;
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`(ii) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the
`effective time of the Merger was cancelled and converted automatically into one share of Sirius Common Stock; and
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`(iii) each share of Holdings Common Stock issued and outstanding held by Sirius immediately prior to the effective time of the
`Merger was automatically cancelled and ceased to exist.
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`In connection with the Reorganization, Holdings is not assuming any of Sirius’ existing debt obligations, except for Sirius’ 7%
`Exchangeable Senior Subordinated Notes due 2014 (the “7% Notes”) as described in Item 2.03, which is hereby incorporated into this
`Item 1.01.
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`2
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`Fraunhofer Ex 2006-2
`Sirius XM v Fraunhofer, IPR2018-00689
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`

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`It is intended that the Merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
`amended, and, as a result, the stockholders of Sirius will not recognize gain or loss for United States federal income tax purposes.
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`The business, management and directors of Holdings, and the rights and limitations of the holders of Holdings Common Stock
`immediately following the Merger are identical to the business, management and directors of Sirius, and the rights and limitations of
`holders of Sirius Common Stock immediately prior to the Merger.
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`In connection with the Reorganization, Holdings assumed and agreed to perform all of Sirius’ obligations under the Sirius XM
`Radio Inc. 2009 Long-Term Stock Incentive Plan, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive
`Plan, the XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan, the XM Satellite Radio Holdings Inc. 1998 Shares Award Plan,
`as amended, and the XM Satellite Radio Holdings Inc. Talent Option Plan (the “Equity Plans”). The agreements and plans of Sirius
`assumed by Holdings in the Reorganization were each amended as necessary to provide that references to Sirius in such agreements
`and plans shall be read to refer to Holdings. In addition, Sirius and Holdings entered into an Omnibus Amendment to the Equity Plans
`and various award agreements in connection with the assumption by Holdings of the Equity Plans and related agreements.
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`In addition, pursuant to the Merger Agreement, Holdings assumed and agreed to perform all of Sirius’ obligations under its
`existing warrants for the issuance of Sirius Common Stock. Each warrant so assumed by Holdings will be exercisable solely to
`purchase shares of Holdings Common Stock, and the number of shares issuable upon exercise of such warrants, and the exercise price
`under such warrants, will be identical to the number of shares and the exercise price in effect immediately prior to the Merger.
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`In connection with the Reorganization, effective as of November 15, 2013, Holdings became the successor issuer to Sirius,
`pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(a)
`under the Exchange Act, the shares of Holdings Common Stock, as successor issuer, are deemed registered under Section 12(b) of the
`Exchange Act.
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`In accordance with Rule 414 under the Securities Act of 1933, as amended, Holdings adopted, as successor registrant, Sirius’
`Registration Statements on Forms S-8 denoted by File Nos. 333-179600, 333-160386, 333-159206 and 333-152574.
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`The foregoing description of the Reorganization, the Merger and the related agreements is qualified in its entirety by reference to
`the full text of the actual Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
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`3
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`Fraunhofer Ex 2006-3
`Sirius XM v Fraunhofer, IPR2018-00689
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`

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`Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
`On November 15, 2013, in connection with the Reorganization Holdings, Sirius, certain of Sirius’ subsidiaries and The Bank of
`New York Mellon, as trustee, entered into a supplemental indenture (the “Supplemental Indenture”) to the indenture governing the 7%
`Notes issued by Sirius (as successor to XM Satellite Radio Inc.), as supplemented by the supplemental indenture, dated April 14, 2010,
`and the supplemental indenture, dated January 12, 2011 (the “7% Notes Indenture”). Pursuant to the Supplemental Indenture,
`(i) Holdings became a co-obligor with respect to all of the obligations of Sirius under the 7% Notes Indenture and the 7% Notes, and
`(ii) each 7% Note will be exchangeable, in accordance with the 7% Notes Indenture, into Holdings Common Stock in lieu of Sirius
`Common Stock. As of September 30, 2013, approximately $502,370 aggregate principal amount of the 7% Notes was outstanding.
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`The terms and conditions of the 7% Notes as described in the Annual Report on Form 10-K for the year ended December 31,
`2012 of Sirius filed on February 6, 2013 are herein incorporated by reference.
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`The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the
`Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
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`Item 3.03 Material Modification to Rights of Security Holders.
`The response to Item 2.03 is hereby incorporated into this Item 3.03.
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`Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of
`Certain Officers.
`Holdings assumed and agreed to perform all of Sirius’ obligations under the Equity Plans, pursuant to which its named executive
`officers may participate.
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`Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
`Prior to the Reorganization, on November 14, 2013, Sirius filed a Certificate of Elimination with the Secretary of State of the
`State of Delaware to eliminate its Series A Convertible Preferred Stock (“Series A Preferred Stock”), Convertible Perpetual Preferred
`Stock, Series B-1 (the “Series B-1 Preferred Stock”), Convertible Perpetual Non-Voting Preferred Stock, Series B-2 (the “Series B-2
`Preferred Stock”), and Series C Junior Preferred Stock (the “Series C Preferred Stock”). The Certificate of Elimination (i) eliminated
`the previous designation of 25,000,000 shares of Series A Preferred Stock, 12,500,000 shares of Series B-1 Preferred Stock,
`11,500,000 shares of Series B-2 Preferred Stock and 9,000 shares of Series C Preferred Stock, none of which were outstanding at the
`time of filing, (ii) upon such elimination, caused such shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2
`Preferred Stock and Series C Preferred Stock to resume their status as undesignated shares of Sirius preferred stock, and (iii) eliminated
`from Sirius’ certificate of incorporation all references to the Series A Preferred Stock, the Series B-1 Preferred Stock, the Series B-2
`Preferred Stock and the Series C Preferred Stock.
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`4
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`Fraunhofer Ex 2006-4
`Sirius XM v Fraunhofer, IPR2018-00689
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`

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`In connection with the Reorganization, Holdings adopted a certificate of incorporation (the “Certificate”) and by-laws (the “By-
`Laws”) effective as of November 15, 2013, that are identical to the pre-Merger certificate of incorporation and by-laws of Sirius, taking
`into account the Certificate of Elimination as described above, except for certain technical amendments that are permissible under
`Section 251(g) of the DGCL. Holdings has the same authorized capital stock and the designations, rights, powers and preferences of
`such capital stock, and the qualifications, limitations and restrictions thereof will be the same as that of Sirius’ capital stock
`immediately prior to the Merger.
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`The Certificate and the By-Laws of Holdings, and the Certificate of Elimination of Sirius, are attached hereto as Exhibits 3.1, 3.2
`and 3.3, respectively, and are herein incorporated by reference.
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`Item 9.01 Financial Statements and Exhibits.
`(d) Exhibits
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` 2.1
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`Agreement and Plan of Merger, dated as of November 14, 2013, by and among Sirius XM Radio Inc., Sirius XM Holdings Inc.
`and Sirius XM Merger Sub Inc.
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` 3.1 Amended and Restated Certificate of Incorporation of Sirius XM Holdings Inc.
` 3.2 Amended and Restated By-Laws of Sirius XM Holdings Inc.
` 3.3
`Certificate of Elimination of Series A Convertible Preferred Stock, Convertible Perpetual Preferred Stock, Series B-1,
`Convertible Perpetual Non-Voting Preferred Stock, Series B-2, and Series C Junior Preferred Stock of Sirius XM Radio Inc.
`Supplemental Indenture, dated as of November 15, 2013, among Sirius XM Holdings Inc., Sirius XM Radio Inc., the
`guarantors named therein and The Bank of New York Mellon, as trustee, relating to the 7% Exchangeable Senior Subordinated
`Notes due 2014.
`Assignment and Assumption Agreement, dated as of November 15, 2013, among Sirius XM Holdings Inc. and Sirius XM
`Radio Inc.
`Omnibus Amendment to the XM Satellite Radio Holdings Inc. Talent Option Plan, the XM Satellite Radio Holdings Inc. 1998
`Shares Award Plan, as amended, the Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan, the
`XM Satellite Radio Holdings Inc. 2007 Stock Incentive Plan and the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive
`Plan and their Related Stock Option Agreements, Restricted Stock Agreements and Restricted Stock Unit Agreements, dated
`November 15, 2013.
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` 4.1
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`10.1
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`10.2
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`5
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`Fraunhofer Ex 2006-5
`Sirius XM v Fraunhofer, IPR2018-00689
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`

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`SIGNATURES
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`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
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`Dated: November 15, 2013
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`6
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`Fraunhofer Ex 2006-6
`Sirius XM v Fraunhofer, IPR2018-00689
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