SiriusXM Completes Pandora Investment

SiriusXM and Pandora made it all legal on Friday with the announcement that SiriusXM has purchased $307.5 million of Series A preferred stock in Pandora, completing the $480 million strategic investment that was originally announced on June 9. Under the terms of the agreement, a subsidiary of SiriusXM purchased $172.5 million of Series A preferred stock upon execution of the agreement on June 9, 2017 and on Friday it acquired an additional $307.5 million of that stock.

The Series A preferred stock is convertible into common stock at a purchase price of $10.50 per share. The Series A preferred stock bears a 6% cumulative dividend, payable in cash, accretion of the Series A preferred stock or a combination thereof. The Series A preferred stock represents a stake of 19% of Pandora’s currently outstanding common stock, and a 16% interest on an as-converted basis.

Upon the closing of this second investment, Gregory B. Maffei, the Chairman of SiriusXM, James E. Meyer, the Chief Executive Officer of SiriusXM, and David J. Frear, the Senior Executive Vice President and Chief Financial Officer of SiriusXM, were named to the Pandora Board of Directors. Mr. Maffei was also named Chairman of Pandora. With these additions, Elizabeth Nelson concluded her tenure on Pandora’s board, effective immediately. Nelson has served on Pandora’s board since 2013. The Pandora Board now consists of nine directors.

Additional information relating to the SiriusXM investment may be found in the Form 8-K that will be filed by Pandora and the Form 8-K that was previously filed by Pandora on June 14, 2017 in connection with the announcement of the transaction with the U.S. Securities and Exchange Commission.