XM Satellite Radio Prices Offering of Senior Secured Notes due 2013
June 25 2009 - 11:54AM
PR Newswire (US)
Offering Increased to $525,750,000 in Response to Strong Investor
Demand NEW YORK, June 25 /PRNewswire-FirstCall/ -- XM Satellite
Radio Inc., a wholly owned indirect subsidiary of SIRIUS XM Radio
(NASDAQ:SIRI), priced an offering of $525,750,000 of Senior Secured
Notes due 2013. The offering size was increased today from
$350,000,000 in response to strong investor demand. The notes,
which were offered pursuant to Rule 144A and Regulation S under the
Securities Act of 1933 (the "Securities Act"), will bear interest
at an annual rate of 11.25%. The price to investors will be 95.093%
of the principal amount of the notes. The company will receive
gross proceeds of $499,951,448 from the sale of the notes before
deducting the initial purchaser's commissions and estimated
offering expenses. The notes will be guaranteed by XM Satellite
Radio Holdings Inc. and certain subsidiaries. XM will use the net
proceeds from the offering to repay all amounts outstanding under
its amended and restated credit agreement; to replace the $150
million second-lien credit agreement with Liberty Media
Corporation, which will be terminated upon the closing of the
offering; and to refinance or repay other debt of XM and XM
Holdings. The balance of the net proceeds, if any, will be used for
general corporate purposes. The notes have not been registered
under the Securities Act, or any state securities laws, and may not
be offered or sold in the United States absent registration, except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. This
announcement is neither an offer to sell nor a solicitation to buy
any of these securities, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such an offer,
solicitation or sale would be unlawful. About SIRIUS XM Radio
SIRIUS XM Radio is America's satellite radio company delivering to
subscribers commercial-free music channels, premier sports, news,
talk, entertainment, and traffic and weather. SIRIUS XM Radio has
content relationships with an array of personalities and artists,
including Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy
Buffett, Jamie Foxx, Barbara Walters, Opie & Anthony, Bubba the
Love Sponge(R), The Grateful Dead, Willie Nelson, Bob Dylan, Tom
Petty, and Bob Edwards. SIRIUS XM Radio is the leader in sports
programming as the Official Satellite Radio Partner of the NFL,
Major League Baseball(R), NASCAR(R), NBA, NHL(R), and PGA TOUR(R),
and broadcasts major college sports. SIRIUS XM Radio has
arrangements with every major automaker. SIRIUS XM Radio products
are available at shop.sirius.com and shop.xmradio.com, and at
retail locations nationwide, including Best Buy, RadioShack,
Target, Sam's Club, and Wal-Mart. SIRIUS XM Radio also offers
SIRIUS Backseat TV, the first ever live in-vehicle rear seat
entertainment featuring Nickelodeon, Disney Channel and Cartoon
Network; XM NavTraffic(R) service for GPS navigation systems
delivers real-time traffic information, including accidents and
road construction, for more than 80 North American markets. This
communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such statements include, but are not limited to, statements about
the benefits of the business combination transaction involving
SIRIUS and XM, including potential synergies and cost savings and
the timing thereof, future financial and operating results, the
combined company's plans, objectives, expectations and intentions
with respect to future operations, products and services; and other
statements identified by words such as "will likely result," " are
expected to," "anticipate," "believe," "plan," "estimate,"
"intend," "will," "should," "may," or words of similar meaning.
Such forward-looking statements are based upon the current beliefs
and expectations of SIRIUS' and XM's management and are inherently
subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to
predict and generally beyond the control of SIRIUS and XM. Actual
results may differ materially from the results anticipated in these
forward-looking statements. The following factors, among others,
could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statement: our substantial indebtedness; the
businesses of SIRIUS and XM may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming
or costly to accomplish than expected; the useful life of our
satellites; our dependence upon automakers and other third parties;
our competitive position versus other forms of audio and video
entertainment; and general economic conditions. Additional factors
that could cause SIRIUS' and XM's results to differ materially from
those described in the forward-looking statements can be found in
SIRIUS' Annual Report on Form 10-K for the year ended December 31,
2008 and XM's Annual Report on Form 10-K for the year ended
December 31, 2008, which are filed with the Securities and Exchange
Commission (the "SEC") and available at the SEC's Internet site
(http://www.sec.gov/). The information set forth herein speaks only
as of the date hereof, and SIRIUS and XM disclaim any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date of this communication. G-SIRI
SIRIUS XM Radio Investor Relations Paul Blalock 212-584-5174 Hooper
Stevens 212-901-6718 Media Relations Patrick Reilly 212-901-6646
Kelly Sullivan Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
DATASOURCE: Sirius XM Radio CONTACT: SIRIUS XM Radio Investor
Relations, Paul Blalock, +1-212-584-5174, , or Hooper Stevens,
+1-212-901-6718, ; or Media Relations, Patrick Reilly,
+1-212-901-6646, , or Kelly Sullivan, Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449,
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