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Simpson Thacher represented Sirius XM Holdings Inc. (“Holdings”) in connection with the offering by its subsidiary, Sirius XM Radio Inc. (“SiriusXM”), of $1 billion aggregate principal amount of 5.375% Senior Notes due 2026 in reliance on Rule 144A and Regulation S. SiriusXM intends to use a portion of the net proceeds from this offering to repay borrowings outstanding under its senior secured revolving credit facility. SiriusXM intends to use the remaining net proceeds from this offering for general corporate purposes, which may include, from time to time and as market conditions warrant, the repayment, repurchase, redemption, defeasance or tender of its outstanding indebtedness, including any future borrowings under its senior secured revolving credit facility, dividends or loans to Holdings to fund share repurchases of Holdings’ common stock and the payment of the cash consideration for, and fees related to, the previously announced recapitalization of Sirius XM Canada Holdings Inc. 

Sirius XM Holdings Inc. (NASDAQ: SIRI) is the world’s largest radio company measured by revenue and has more than 30 million subscribers. SiriusXM creates and offers commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment, and a wide-range of Latin music, sports and talk programming. 

The Simpson Thacher team for the transaction included Andy Keller, Lia Toback, Benjamin Heriaud and Thomas Killeen (Capital Markets); Jonathan Cantor and George Davis (Tax); and Jamin Koslowe (Executive Compensation and Employee Benefits).