WASHINGTON, July 29 /PRNewswire-FirstCall/ -- XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) announced today that XM Satellite Radio Inc. ('XM Radio'),
its wholly-owned subsidiary, priced an offering of $550 million aggregate
principal amount of exchangeable senior subordinated notes due 2014 (the
'Notes'). The Notes, which were offered pursuant to Rule 144A under the
Securities Act of 1933 (the 'Securities Act'), will bear interest at an annual
rate of 7.00%. The Notes will be exchangeable into shares of SIRIUS Satellite
Radio Inc. common stock at an initial exchange rate of approximately 533.3333
shares of SIRIUS common stock per $1,000 principal amount of Notes, which is
equivalent to an initial exchange price of $1.875 per share of common stock.
The exchange rate and the exchange price will be subject to adjustment in
certain events. SIRIUS has filed a registration statement with the Securities
and Exchange Commission to register the resale of the SIRIUS common stock
delivered upon exchange of the Notes.
Interest on the Notes will be payable semiannually in arrears on June 1
and December 1 of each year, beginning December 1, 2008. The Notes will mature
on December 1, 2014, unless previously exchanged or repurchased in accordance
with their terms prior to such date. The Notes will be XM Radio's unsecured,
senior subordinated obligations, will be subordinated to any senior debt of XM
Radio and will rank equally with any future senior subordinated debt of XM
Radio. The Notes will be fully and unconditionally guaranteed by XM Satellite
Radio Holdings Inc. and each of XM Radio's subsidiaries which also guarantee
XM Radio's other indebtedness.
The offering is part of a series of transactions to refinance certain debt
of XM in connection with the merger with SIRIUS.
The notes have not been registered under the Securities Act or any state
securities laws and may only be offered or sold to qualified institutional
buyers in conformity with an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
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 identified by words
such as 'anticipate,' 'believe,' 'plan,' 'estimate,' 'expect,' 'intend,'
'will,' 'should,' 'may,' or words of similar meaning. Such forward-looking
statements are based upon the current beliefs and expectations of XM's and
SIRIUS' management and are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those
contemplated by such forward-looking statements. Factors that could cause
actual results to differ materially from those in the forward-looking
statements in this press release include demand for XM Satellite Radio's
service, SIRIUS Satellite Radio's service, the companies' dependence on
technology and third party vendors, their potential need for additional
financing, as well as other risks described in XM Satellite Radio Holdings
Inc.'s Form 8-K filed with the Securities and Exchange Commission on 7-21-08
and SIRIUS Satellite Radio Inc.'s Form 10-K. Copies of the filing are
available upon request from XM Radio's Investor Relations Department for each
of XM and SIRIUS.
SOURCE XM Satellite Radio Holdings Inc.
