Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2020

(3)  Acquisitions

Sirius XM Holdings acquisition of Pandora

On February 1, 2019, Sirius XM Holdings purchased all of the outstanding shares of Pandora Media, Inc. (“Pandora”) for $2.4 billion, by converting each outstanding share of Pandora common stock into 1.44 shares of Sirius XM Holdings common stock and by cancelling Sirius XM Holdings’ investment in Pandora’s preferred stock with a fair value of $524 million, for total consideration of approximately $2.9 billion. Net cash acquired by Sirius XM Holdings was $313 million. Pandora operates an internet-based music discovery platform, offering a personalized experience for listeners.

The table below shows the value of the consideration paid in connection with the acquisition (in millions, except for exchange ratio and price per share of Sirius XM Holdings common stock):

Pandora common stock outstanding at January 31, 2019


Exchange ratio


Sirius XM Holdings common stock issued


Price per share of Sirius XM Holdings common stock as of January 31, 2019



Value of Sirius XM Holdings common stock issued to Pandora stockholders pursuant to the transactions


Value of Sirius XM Holdings replacement equity awards attributable to pre-combination service


Sirius XM Holdings' Pandora preferred stock investment cancelled


Total consideration



Sirius XM Holdings recognized $76 million of costs related to the acquisition of Pandora during the three months ended March 31, 2019.

The amounts of revenue and net loss of Pandora included in Liberty’s condensed consolidated statement of operations since the date of acquisition were $251 million and $122 million, respectively, for the three months ended March 31, 2019.

The unaudited pro forma revenue and net earnings of Liberty, prepared utilizing the historical financial statements of Pandora, giving effect to acquisition accounting related adjustments made at the time of acquisition, as if the acquisition of Pandora discussed above occurred on January 1, 2019, are as follows:

Three months ended

March 31, 2019

amounts in millions




Net earnings (loss)



Net earnings (loss) attributable to Liberty stockholders



The pro forma results primarily include adjustments related to the amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value gain or loss on the Pandora investment and associated tax impacts. The pro forma information is not representative of the Company’s future results of operations nor does it reflect what the Company’s results of operations would have been if the acquisition of Pandora had occurred previously and the Company consolidated Pandora during the entirety of the period presented.