Debt

Our debt as of March 31, 2017 and December 31, 2016 consisted of the following:

Carrying value^(a) at

Issuer / Borrower

Issued

Debt

Maturity Date

Interest Payable

Principal Amount at March 31, 2017

March 31, 2017

December 31, 2016

Sirius XM
(b)

May 2013

4.25% Senior Notes
(the "4.25% Notes")

May 15, 2020

semi-annually on May 15 and November15

500,000

497,272

497,069

Sirius XM
(b)

August 2013

5.75% Senior Notes
(the "5.75% Notes")

August 1, 2021

semi-annually on February 1 and August 1

600,000

596,559

596,386

Sirius XM
(b)

May 2013

4.625% Senior Notes
(the "4.625% Notes")

May 15, 2023

semi-annually on May 15 and November 15

500,000

496,243

496,111

Sirius XM
(b)

May 2014

6.00% Senior Notes
(the "6.00% Notes")

July 15, 2024

semi-annually on January 15 and July 15

1,500,000

1,486,909

1,486,556

Sirius XM
(b)

March 2015

5.375% Senior Notes
(the "5.375% Notes due 2025")

April 15, 2025

semi-annually on April 15 and October 15

1,000,000

990,572

990,340

Sirius XM
(b)

May 2016

5.375% Senior Notes
(the "5.375% Notes due 2026")

July 15, 2026

semi-annually on January 15 and July 15

1,000,000

989,474

989,259

Sirius XM
(b)(c)

August 2012

5.25% Senior Secured Notes (the "5.25% Notes")

August 15, 2022

semi-annually on February 15 and August 15

400,000

396,376

396,232

Sirius XM
(d)

December 2012

Senior Secured
Revolving Credit Facility (the "Credit Facility")

June 16, 2020

variable fee paid quarterly

1,750,000

530,000

390,000

Sirius XM

Various

Capital leases

Various

n/a

11,473

13,559

Total Debt

5,994,878

5,855,512

Less: total current maturities

4,637

5,485

Less: total deferred financing costs for Notes

7,028

7,263

Total long-term debt

5,983,213

5,842,764


(a)	The carrying value of the obligations is net of any remaining unamortized original issue discount.


(b)	Substantially all of our domestic wholly-owned subsidiaries have guaranteed these notes.


(c)	The liens securing the 5.25% Notes are equal and ratable to the liens granted to secure the Credit Facility.

(d)

Sirius XM's obligations under the Credit Facility are guaranteed by certain of its material domestic subsidiaries and are secured by a lien on substantially all of Sirius XM's assets and the assets of its material domestic subsidiaries. Interest on borrowings is payable on a monthly basis and accrues at a rate based on LIBOR plus an applicable rate. Sirius XM is also required to pay a variable fee on the average daily unused portion of the Credit Facility which is payable on a quarterly basis. The variable rate for the unused portion of the Credit Facility was 0.25% per annum as of March 31, 2017. Sirius XM's outstanding borrowings under the Credit Facility are classified as Long-term debt within our unaudited consolidated balance sheets due to the long-term maturity of this debt.

Covenants and Restrictions

Under the Credit Facility, Sirius XM, our wholly-owned subsidiary, must comply with a debt maintenance covenant that it cannot exceed a total leverage ratio, calculated as consolidated total debt to consolidated operating cash flow, of 5.0 to 1.0. The Credit Facility generally requires compliance with certain covenants that restrict Sirius XM's ability to, among other things, (i) incur additional indebtedness, (ii) incur liens, (iii) pay dividends or make certain other restricted payments, investments or acquisitions, (iv) enter into certain transactions with affiliates, (v) merge or consolidate with another person, (vi) sell, assign, lease or otherwise dispose of all or substantially all of Sirius XM's assets, and (vii) make voluntary prepayments of certain debt, in each case subject to exceptions.

The indentures governing Sirius XM's notes restrict Sirius XM's non-guarantor subsidiaries' ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiary guaranteeing each such series of notes on a pari passu basis. The indentures governing the notes also contain covenants that, among other things, limit Sirius XM's ability and the ability of its subsidiaries to create certain liens; enter into sale/leaseback transactions; and merge or consolidate.

Under Sirius XM's debt agreements, the following generally constitute an event of default: (i) a default in the payment of interest; (ii) a default in the payment of principal; (iii) failure to comply with covenants; (iv) failure to pay other indebtedness after final maturity or acceleration of other indebtedness exceeding a specified amount; (v) certain events of bankruptcy; (vi) a judgment for payment of money exceeding a specified aggregate amount; and (vii) voidance of subsidiary guarantees, subject to grace periods where applicable. If an event of default occurs and is continuing, our debt could become immediately due and payable.

At March 31, 2017 and December 31, 2016, we were in compliance with our debt covenants.