SiriusXM Closes On Pandora Investment

Closed Pandora Deal

SIRIUSXM has purchased $307.5 million of Series A preferred stock in PANDORA, at $10.50 per share, completing the $480 million strategic investment announced on FRIDAY, JUNE 9th (NET NEWS 6/9). A subsidiary of SIRIUSXM, which purchased $172.5 million of Series A preferred stock upon execution of the agreement on JUNE 9th, purchased an additional $307.5 million of the Series A preferred stock today (9/22).

Upon the closing of this second investment, SIRIUSXM Chairman GREGORY B. MAFFEI, CEO JAMES E. MEYER, and Sr. EVP/CFO DAVID J. FREAR were named to the PANDORA Board Of Directors, with MAFFEI also being named Chairman of PANDORA. Simultaneously, ELIZABETH NELSON concluded her tenure on PANDORA's board, effective immediately, leaving the board with nine directors.

SIRIUSXM may require PANDORA to redeem the Series A preferred stock beginning on SEPTEMBER 22nd, 2022, the fifth anniversary of the closing, for an amount equal to its liquidation preference plus all accrued and unpaid dividends. PANDORA may also redeem the Series A preferred stock at any time after SEPTEMBER 22nd, 2020, the third anniversary of the closing, if the daily volume weighted average price of PANDORA's common stock is greater than or equal to 175% of the then applicable conversion price for a period of at least 20 days during a 30 day trading window prior to the notice of redemption.

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