SiriusXM Radio has agreed to repurchase $500 million in Liberty Media common stock. The move is part of Sirius’ share repurchase program, which it announced has been increased by an additional $2 billion. Liberty Media expects to continue to own over 52% of the outstanding SIRI shares after giving effect to the repurchase. The price per share will equal a 1.5% discount to the average of the daily volume weighted average price. The shares are expected to be purchased in three installments, of which $130 million will be repurchased in November 2013, $270 million will be repurchased in January 2014 and $100 million will be repurchased in April 2014, with the specific number of shares to be purchased on each repurchase date equal to the dollar amount of the shares to be repurchased on that date divided by the per share price.
If Sirius is unable to purchase all shares subject to purchase on April 25, 2014 (including all excess shares) due to a failure of any conditions, then Liberty Media will have the option to (a) sell to Sirius the maximum number of shares that Sirius is able to purchase and satisfy the conditions, and either (x) terminate the repurchase agreement immediately following such repurchase date or (y) extend the outside date for a period of 90 days and require Sirius to purchase the excess shares on a subsequent repurchase date mutually agreed by the parties prior to the outside date as extended, subject to satisfying the foregoing conditions, or (b) terminate the repurchase agreement without selling the applicable shares on such final repurchase date.
Liberty also announced a private offering of $500 million aggregate principal amount of cash convertible senior notes due 2023. Liberty expects to grant to the initial purchasers an option to purchase additional notes with an aggregate principal amount of up to $75 million.