SiriusXM Invests in Pandora, Pandora Sells Ticketfly to Eventbrite
Big changes are in the works for the struggling internet radio station.
Last Friday SiriusXM (NASDAQ: SIRI) announced it was making a $480 million “strategic cash investment” in Pandora (NYSE: P), the struggling internet radio station. According to a press release, a subsidiary of SiriusXM would purchase a total of $480 million in newly-issued Series A convertible preferred stock, with $172.5 million to be purchased at signing and the balance at a second closing. This represents a 19 percent stake of currently outstanding common stock and a 16 percent stake on an as-converted basis. The Series A preferred stock can be converted to common stock at $10.50 per share.
“This strategic investment in Pandora represents a unique opportunity for SiriusXM to create value for its stockholders by investing in the leader in the ad-supported digital radio business, a space where SiriusXM does not play today. Pandora's large user base and its ability to provide listeners with a personalized music experience are tremendous assets. With its strong technology and new product offerings, we believe there are exciting opportunities for Pandora to accelerate its growth and increase value for Pandora and SiriusXM stockholders,” said Jim Meyer, CEO of SiriusXM.
As part of the agreement, three individuals selected by SiriusXM will join Pandora’s board of directors, including one who will act as the chairman of the board. These appointments will expand the Pandora board to nine. In conjunction with this agreement, Pandora terminated an investment agreement with Kohlberg Kravis & Roberts and will pay a $22.5 million termination fee.
"The investment from SiriusXM infuses resources to help Pandora continue to grow and innovate," said Pandora CEO and founder Tim Westergren. "With the strategic review behind us, and a strong balance sheet, we look forward to focusing on business execution and the optimization of our strategy."
The agreement requires that Pandora redeem the Series A preferred stock on the fifth anniversary of the closing for an amount equal to its liquidation preference plus all accrued and unpaid dividends. It can also redeem the stock at any time after the anniversary of the closing if the daily volume weighted average price of Pandora’s common stock is greater than or equal to 175 percent 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. Additional requirements and restrictions apply.
This investment will provide a much needed boost to Pandora who has been reporting in the red for a while. In its first quarter financials, Pandora reported a GAAP net loss of $132.3 million. It also reported an increase in subscribers and introduced Pandora Premium this spring.
In other Pandora news, Eventbrite, a ticketing and event technology platform, has agreed to acquire Ticketfly for $200 million. Pandora acquired Ticketfly in October 2015 for $450 million. As part of the agreement the two companies will enter into a future distribution agreement.
"The whole is greater than the sum of its parts, and we see immense alignment and opportunity with this union, especially as we continue to expand Eventbrite's global footprint in music," said Julia Hartz, CEO and co-founder of Eventbrite in the announcement. "Together with Ticketfly, we will focus our collective energy on further developing our unparalleled solution and superior services for indie music venues and promoters around the world."
"The combination of Ticketfly and Pandora proved our thesis that listeners want easy access to live events, and that we have the ability to promote and sell tickets at scale in a highly targeted way," said Tim Westergren, CEO and founder of Pandora. "We look forward to expanding the opportunity to bring fans and artists together through our continued partnership with Eventbrite and Ticketfly."
Earlier this year Eventbrite purchased Ticketscript, a European ticketing company. Through its platform, Eventbrite supports nearly 3 million events each year, and it has processed more than $8 billion in gross ticket sales since it was founded in 2006.
Since Westergren returned to Pandora in early 2016, the company has continued to lose money, but he has been moving the company in the right direction. While Pandora still gets much of its revenue from ad-supported listening, it has been tweaking its offerings for the last year, including the launch of a tiered subscription, Pandora Premium, this spring. While early tests show that is being well received by listeners, it is not enough to save Pandora in short order.
Rumors of an acquisition have been going around for at least a year. This cash infusion from SiriusXM and Eventbrite – though a $250 million loss from Ticketfly’s acquisition price tag – will help Pandora remain afloat financially while Westergren implements additional strategic measures. With the support of SiriusXM, who can offer expert guidance on the radio world, Pandora is in a better position to succeed than it has been in quite some time.