Current Report


Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 18, 2009 (August 12, 2009)
SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware   001-34295   52-1700207
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)
 
1221 Avenue of the Americas, 36 th Fl., New York, NY   10020
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (212) 584-5100
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBITS
EX-99.1
EX-99.2


Table of Contents

Item 8.01 Other Events.
     On August 12, 2009, we issued a press release announcing that we intended to launch an offering of $250 million aggregate principal amount of Senior Secured Notes due 2015. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
     On August 13, 2009, we issued a press release announcing that we priced an offering of $257 million aggregate principal amount of Senior Secured Notes due 2015. A copy of that press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
99.1
  Press Release dated August 12, 2009
 
   
99.2
  Press Release dated August 13, 2009

 


Table of Contents

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SIRIUS XM RADIO INC.
 
 
  By:   /s/ Patrick L. Donnelly    
         Patrick L. Donnelly   
         Executive Vice President, General
     Counsel and Secretary 
 
 
Dated: August 18, 2009

 


Table of Contents

EXHIBITS
     
Exhibit                    Description of Exhibit
 
   
99.1
  Press Release dated August 12, 2009
99.2
  Press Release dated August 13, 2009

 

Exhibit 99.1
SIRIUS XM Radio Intends to Offer $250 Million of Senior Secured Notes Due 2015
NEW YORK, Aug 12, 2009 /PRNewswire-FirstCall via COMTEX News Network/ — SIRIUS XM Radio (Nasdaq: SIRI) today announced that it intends to offer $250 million aggregate principal amount of Senior Secured Notes due 2015 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States in compliance with Regulation S under the Securities Act.
(Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO )
SIRIUS XM will use the net proceeds from any such offering to repay certain indebtedness incurred under its Credit Agreement with Liberty Media Corporation.
The securities will not be 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 future financial and operating results of SIRIUS XM Radio Inc. (SIRIUS), SIRIUS’ 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’ 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. 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 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’ 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, which is 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 disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.
G-SIRI
Investor Relations
Hooper Stevens
212-901-6718
hooper.stevens@siriusxm.com
Media Relations

 


 

Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
SOURCE SIRIUS XM Radio
Copyright (C) 2009 PR Newswire. All rights reserved

 

Exhibit 99.2
SIRIUS XM Radio Prices Offering of Senior Secured Notes Due 2015
NEW YORK, Aug 13, 2009 /PRNewswire-FirstCall via COMTEX News Network/ — SIRIUS XM Radio (Nasdaq: SIRI) priced an offering of $257,000,000 of Senior Secured Notes due 2015.
(Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO )
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 9.75%. The price to investors will be 97.248% of the principal amount of the notes. The company will receive gross proceeds of $249,927,360 from the sale of the notes before deducting the initial purchasers’ commissions and estimated offering expenses.
SIRIUS XM will use the net proceeds from the offering to repay indebtedness incurred under its Credit Agreement with Liberty Media Corporation.
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 future financial and operating results of SIRIUS XM Radio Inc. (SIRIUS), SIRIUS’ 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’ 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. 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 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’ 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, which is 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 disclaims any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.
G-SIRI
Investor Relations
Hooper Stevens
212-901-6718

 


 

hooper.stevens@siriusxm.com
Media Relations
Patrick Reilly
212-901-6646
patrick.reilly@siriusxm.com
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ksullivan@joelefrank.com
SOURCE SIRIUS XM Radio
Copyright (C) 2009 PR Newswire. All rights reserved