Exhibit
(a)(5)(ii)
Sirius XM Radio Announces Increase in Purchase Price for its 31/4% Convertible Notes due 2011
NEW YORK April 6, 2011 Sirius XM Radio Inc. (NASDAQ: SIRI)(SiriusXM) today announced
that it has increased the purchase price offered in its tender offer for any and all of its
outstanding 31/4% Convertible Notes due 2011 (the Notes) to $1,010 per $1,000 principal amount of
Notes tendered, plus accrued and unpaid interest up to, but not including, the payment date of the
Notes.
Full details of the terms and conditions of the tender offer are included in SiriusXMs Offer to
Purchase dated March 24, 2011, as amended hereby, and the related Letter of Transmittal. Except as
described in this press release, the terms of the tender offer remain the same as set forth in the
Offer to Purchase and the related Letter of Transmittal (collectively as amended hereby, the Offer
Documents).
SiriusXMs 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withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of certain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 Documents.
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 (212) 761-8663 (collect)).
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 and
the amendment thereto filed by SiriusXM with the SEC.
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. 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 Americas 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 SECs 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:
Hooper Stevens
212 901 6718
hooper.stevens@siriusxm.com