Exhibit (a)(5)(i)
Sirius XM Radio Commences Cash Tender Offer for its 31/4%
Convertible Notes due 2011
NEW
YORK — March 24, 2011 — Sirius XM Radio Inc.
(NASDAQ: SIRI) (“SiriusXM”) today announced that it has
commenced a tender offer to purchase for cash any and all of its 31/4% Convertible Notes due 2011
(the “Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated the date hereof (as it may be amended or supplemented from time
to time, the “Offer to Purchase”),
and in the related Letter of Transmittal (as it may be amended or supplemented from time to time,
the “Letter of Transmittal” and collectively with the Offer to Purchase, the “Offer Documents”).
The tender offer will expire at 12:00 midnight New York City time, on April 20, 2011 (such
time and date, as it may be extended, the “Expiration Time”). Notes tendered may be withdrawn at
any time at or before the Expiration Time.
The
purchase price offered for each $1,000 principal amount of Notes validly tendered and purchased
pursuant to the tender offer is $1,007.50. In addition, holders whose Notes are purchased in
the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from
the last interest payment date to, but not including, the payment date for the Notes. Interest on the Notes due on April 15, 2011 will be paid on the due date to holders at the close of
business on April 1, 2011 pursuant to the terms of the Notes and the related indenture.
Tenders of
Notes will be accepted only in principal amounts of $1,000 or integral multiples thereof.
SiriusXM’s obligation to accept for purchase and to pay for Notes validly tendered and not
withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of certain
conditions, which are more fully described in the Offer to Purchase.
The
Depositary and Information Agent for the tender offer is Global Bondholder Services
Corporation. The Dealer Manager for the tender offer is Morgan
Stanley & Co. Incorporated (800-624-1808 (toll free) and 761-8663 (collect)).
The Offer Documents will be distributed to holders of Notes promptly. Holders with questions or who
would like additional copies of the Offer Documents may call the information agent, Global
Bondholder Services Corporation, toll-free at (866) 924-2200. The Offer Documents are also
available online for free on the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov
as exhibits to the Tender Offer Statement on Schedule TO filed by SiriusXM with the SEC on
March 24, 2011.
This news release is for informational purposes only and does not constitute an offer to buy or the
solicitation of an offer to sell the Notes. The tender offer is being made only pursuant to the
Offer Documents that SiriusXM will be distributing to noteholders promptly. Noteholders and
investors should carefully read the Offer Documents because they contain important information,
including the various terms of and conditions to the tender offer.
None of SiriusXM, the Dealer
Manager, the Depositary, the Information Agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or any portion of their Notes in the
tender offer.
###
About SiriusXM
SiriusXM is America’s satellite radio company. SiriusXM broadcasts more than 135
satellite radio channels of commercial-free music, and premier sports, news, talk, entertainment,
traffic, weather, and data services to 20.2 million subscribers. SiriusXM offers an array of
content from many of the biggest names in entertainment, as well as from professional sports
leagues, major colleges, and national news and talk providers.
SiriusXM programming is available on more than 800 devices, including pre-installed and
after-market radios in cars, trucks, boats and aircraft, smartphones and mobile devices, and
consumer electronics products for homes and offices. SiriusXM programming is also available at
siriusxm.com, and on Apple, BlackBerry and Android-powered mobile devices.
SiriusXM has arrangements with every major automaker and its radio products are available for sale
at shop.siriusxm.com as well as retail locations nationwide.
This
communication contains “forward-looking statements”. Such statements include, but are not limited to, statements about future financial and operating results, our 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,” “will continue,”
“is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” or words of similar
meaning. Such forward-looking statements are based upon the current beliefs and expectations of
our management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond our
control. 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
competitive position versus other forms of audio and video entertainment; our ability to retain
subscribers and maintain our average monthly revenue per subscriber; our dependence upon
automakers and other third parties; our substantial indebtedness; and the useful life of our
satellites, which, in most cases, are not insured. Additional factors that could cause our results
to differ materially from those described in the forward-looking statements can be found in our
Annual Report on Form 10-K for the year ended December 31, 2010, which is filed with 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 of this press release.
E — SIRI
Contact Information for Investors and Financial Media:
Investors:
Hooper Stevens
212 901 6718
hooper.stevens@siriusxm.com
Media:
Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212 355 4449
KSullivan@joelefrank.com
