XM Announces Offering of Senior Notes as Part of Merger Refinancing

Tag : Satellite Connection

XM Satellite RadioHoldings Inc. (Nasdaq: XMSR) announced today that it is launchingan offering of $400 million aggregate principal amount of newsenior notes. The offering is part of a series of transactions torefinance certain debt of XM in connection with the pending mergerwith SIRIUS Satellite Radio Inc. The offering will be structured ina manner that will permit it to be unwound if the merger is notconsummated. The closing of the pending merger remains subject tothe approval from the Federal Communications Commission andsatisfaction of other applicable conditions.

The notes will be offered in the United States to qualifiedinstitutional buyers pursuant to Rule 144A under the U.S.Securities Act of 1933, as amended (the "Securities Act"), topersons outside of the United States pursuant to Regulation S underthe Securities Act and applicable private placement exemptions insuch jurisdictions. The notes have not been registered under theSecurities Act or any state securities laws and may not be offeredor sold in the United States or to U.S. persons absent registrationor an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or asolicitation of an offer to buy any securities, nor shall there beany sale of securities in any state or jurisdiction in which suchoffer, solicitation or sale would be unlawful prior to registrationor qualification under the securities laws of any such state orjurisdiction.

About XM

XM (Nasdaq: XMSR) is America's number one satellite radio companywith more than 9.6 million subscribers. Broadcasting live dailyfrom studios in Washington, DC, New York City, Chicago, Nashville,Toronto and Montreal, XM's 2008 lineup includes more than 170digital channels of choice from coast to coast: commercial-freemusic, premier sports, news, talk radio, comedy, children's andentertainment programming; and the most advanced traffic andweather information.