XM Announces Agreement With Noteholders in Good Move for Merger

In a move that helps pave the way for the merger with Sirius (SIRI) should it gain regulatory approval, XM Satellite Radio (XMSR) has announced an agreement with the holders of the 9.75% Senior Notes due 2014. The move, which some will consider expensive, removes one of the hurdles that the proposed merger had, and will help greatly in allowing the companies to more quickly consummate the merger deal if approved.

XM announced that these holders have agreed to waive XM’s change of control repurchase obligation of the 9.75% Notes with respect to the consummation of the previously announced merger of XM Satellite Radio and Sirius Satellite Radio Inc. Pursuant to the terms of the indenture governing the 9.75% Notes, the waiver is effective for all holders of the 9.75% Notes.

Additionally, the waiver provides that, promptly following the closing of the merger, XM will commence an offer to exchange the 9.75% Notes for a combination of at least $400 million of cash and up to $200 million aggregate principal amount of a new series of senior notes to be issued by XM. The waiver is subject to the consummation of the merger and the satisfaction of certain conditions in connection with various other merger-related refinancing transactions to be undertaken by XM prior to August 31, 2008. If the merger and the satisfaction of such other conditions have not occurred by August 31, 2008, the waiver, unless extended, will cease to be effective.

Other details of the transaction:

The exchange notes will mature in 2014, or 2013 in certain circumstances. The yield to maturity on the exchange notes (calculated solely on the basis of interest rate on the exchange notes and the price at which they are offered in exchange for 9.75% Notes) will be calculated on the basis of the selling price of and interest rate on certain other senior notes expected to be issued by XM in connection with its merger-related refinancing transactions. The effective yield on the exchange notes will not be less than 13.92% per annum. In the event that XM issues less than $150 million aggregate principal amount of other senior notes in connection with its merger related refinancing transactions, the effective yield on the exchange notes will not be less than 15% per annum.

The senior notes expected to be issued by XM will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Nothing in this press release should be construed as a solicitation of an exchange or offer to purchase, or an offer to sell, any of XM’s or XM Satellite Radio Holdings Inc.’s securities. Any offer to exchange, purchase or sell any of XM’s or XM Satellite Radio Holdings Inc.’s securities will be made only upon the terms and conditions set forth in an offering document related thereto.

Position - Long Sirius, XM

Comments

[Edster]

Tyler I always enjoy reading your comments concerning the proposed Sirius and XMSR merger. However, I see this whole matter as a conspiriacy by of course the liberal democrats. I repeat one of my earlier comments that efforts by the liberals are there to stall the issue until the General Election in November. In my opinion our once beloved nation the United States of America is currently in deep trouble thanks to both the liberal democrats and of course the complacent pocket liners of republicans. I am glad I am 77 years of age and grew up in a Nation Under God where the Government works for the people not the people for the Government. Previous comments are suggesting that we are headed for Socialism then extreme Socialism which is Communism. Who is to blame for this mess of course the American people who appear content in lining their pockets. The words greedy Americans is being belted around more often than not. I want to remind Americans that the Russians told us way back when that America we will not beat militarily. It will beat itself from within. There is hope for Americans but that hope is wanning day by day. The merger delay in my opinion hurts and cost both companies and may result in both eventually filing for bankruptcy. The question of America filing bankruptcy is also a realistic given current trends. Needless to say this comment is from an irate disgruntled American who loves his country but seeing it head on the wide road to destruction. Another Babylonian Empire? Heaven help us. Man is not the answer but God is. That is right never discuss politics or religion. What a farce. That is not in the Constitution of the United States of America as founded by our forefathers who in my opinion would turn over in their graves if saw what was happening to their once beloved nation; a nation of freedom and again A Naiton Under God. We need another Reagan to rise to Presidency.

[Edster]

Sorry I misspelled nation at the close of my comment.

[ace22]

Edster i wish i could have grew up in a Nation Under God where the Government works for the people not the people for the Government. Your comment is very sad because its very true.

[PROTECT ANDSERVE 0310]

IT WILL HAPPEND ONLY IF WE LET IT. DEMAND A VOTE NOW!!!!

[chicago gary]

CALL COMMISH TATE OFFICE AND LEAVE A MESSAGE TO VOTE FOR THE SIRIUS/XM MERGER WITH NO CONDITIONS TODAY

I JUST LEFT 3 MESSAGES. HER NUMBER IS 1-202-418-2500

[jj051797]

I called to

[jj051797]

I called to.

[User 225305]

I call and she said she vote "NO." She did ask if I could come over for some cookies and we could negotiate the merger

[texasgolfer]

the demo scum are beholden to their lobby contributors and don't want to make a decision until after the election. of course they would prefer to never make a decision but keep collecting the contributions and pontificating about nothing.

[ServedCountry for26 yrs]

HISTORY SPEAKS VOLUMES. ALL THE PREVIOUS DEMOCRACIES HAVE FALLEN WITHIN TIME. THEY DID NOT REALIZE THAT A DEMOCRACY NEEDS TO TAKE ON OTHER DEGREES OF OTHER FORMS OF POLITICAL
IDEOLOGY. HOWEVER THIS NEVER OCCURS BECAUSE OF GREED.

[siriuslypissed]

Se's hooking for the NAB.. is that legal?

[The Vicarof Value]

Your calls are all an exercise in impotence. They have no effect. The commissioners don't care - which is why they hire college interns to deflect your impotent cries of protest.

[PROTECT ANDSERVE 0310]

LETS GET LEGAL ACTION GOING. TO ENSURE THEY VOTE NOW!!!
NO MORE DELAYS

[163888]

I wonder what happen to that immigration bill, that was suppose to just sail through congress. I wonder what stoped that, Could not have been the calls that people did, could it. I wonder why McCain said I have heard, what the people are saying, They dont trust the congress, and want the boarders closed first. I wonder were he got that impression from, DHAAAAA. Keep calling, only a maroon would say it does not matter.

[killerkaul]

I called this morning. To give up is to die......... as an idividual, and a country. We are better than that. Long Siri.

[163888]

killerkaul, nice to see. Hey do you know why the Vietnam War ended? it was not because the American spoke out about it, was it. No cant be, because our calls are impotent cries of protest.

[The Vicarof Value]

Another data point supporting the notion that the FCC's agenda is politically charged:

"A high court just threw out the $500,000 indecency fine against CBS for the 2004 SUPER BOWL JANET JACKSON incident. The panel said that the fine for the infamous "wardrobe malfunction" was arbitrary and capricious.

The ruling noted that the ruling was a deviation from FCC practices of only fining the most pervasive and shocking material, and said that the Commission "cannot change a well-established course of action without supplying notice of and a reasoned explanation for its policy departure."

(Courtesy AllAccess.com)

Closed circuit to VAP:

You're funny. You just don't realize it.

I hope you pick stocks better than you spell, for your sake.

[boston1]

The fall of this nation is coming only because the Democrats want all the salmon to make it up river. This nation was built on the need to succeed not on the need of a hand-out.

[relmor]

Someone suggested that a person who is being represented by a panel of 5 members shouldn't call or email to tell them how you want them to vote. Only people they should be listening too. Pressure from taxpayers has its effect, trust me. If it didn't we'd already have a percentage of our populationbe in concentration camps, wed be spending the Amero, and living in a one world governement eventually. Only because some of us do care, are we still an independent country. Buy gold and silver while you still can.

[siriuslypissed]

Vicar, so can we sue the FCC for our loses due to their Incompetence? LOL!

[163888]

siriusly pissed, you cant sue the FCC, but you could sue the members as individuals, for whatever reason. Didn't you loan Adelstein money? That question would have to be answered in court. It just takes about 13.95 plus service to sue him in my state. He has to show up to defend himself or have a judgement against him, for the amount sued for. I dont know but think if he loaned or bumped into (battery) a 1000 people, he would at the very least, use up his personal and vacation days, for the next 10 years. Every case would require him to be there. Maybe he would get special treatment and they would not make him wait 1/2 the day until his case was called, but he would still have to go. Believe me it sucks. I am not suggesting you waste the courts time that they be something that you really fell happen to you. You know If you were walking down a sidewalk and he bumps into you thats battery. At the very least something a judge should decide.

[killerkaul]

Boston 1...... well said.