SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

SIRIUS XM RADIO INC.

(Name of Subject Company and Filing Person (Issuer)

And Name of Filing Person (Offeror))

7% Exchangeable Senior Subordinated Notes due 2014

(Title of Class of Securities)

98375YAU0

(CUSIP Number of Class of Securities)

Patrick L. Donnelly

Executive Vice President, General Counsel and Secretary

Sirius XM Radio Inc.

1221 Avenue of the Americas

36th Floor

New York, New York 10020

(212) 584-5100

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing person)

With copies to:

Gary L. Sellers

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

CALCULATION OF FILING FEE

Check the appropriate boxes to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

INTRODUCTORY STATEMENT

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Sirius XM Radio Inc., a Delaware corporation (as successor to XM Satellite Radio Inc.) (the “Company”) on February 1, 2013 (as amended, the “Schedule TO”), relating to the Company’s Fundamental Change Notice and Offer to Purchase dated February 1, 2013 (as amended, the “Fundamental Change Notice”), previously filed as Exhibit (a)(1) to the Schedule TO, as amended or supplemented herewith, pursuant to the terms and conditions required by the Indenture, dated as of August 1, 2008 (the “Original Indenture”), as supplemented by the Supplemental Indenture, dated as of April 14, 2010 (the “First Supplemental Indenture”), and the Supplemental Indenture, dated January 12, 2011 (the “Second Supplemental Indenture,” and the Original Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) among the Company, the guarantors party thereto and The Bank of New York Mellon, as trustee, relating to the 7% Exchangeable Senior Subordinated Notes due 2014 (the “Notes”) of the Company. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule TO.

The information in the Fundamental Change Notice, which was previously filed with the Schedule TO, as previously amended and supplemented, is hereby expressly incorporated by reference into this Amendment No. 2, except that such information is hereby amended and supplemented to the extent specifically provided herein.

This Schedule TO is intended to satisfy the disclosure requirements of Rules 13e-4(c)(4) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All capitalized terms used but not specifically defined in this Schedule TO shall have the meanings given to such terms in the Fundamental Change Notice.

Items 1 through 11.

The Offer to Purchase the Notes, which commenced on February 1, 2013, expired at 12:00 midnight, New York City time, on March 1, 2013 (the “Expiration Date”).

On March 4, 2013, the Company issued a Notice to Holders of the 7% Exchangeable Senior Subordinated Notes due 2014 announcing that the Exchange Agent for the Notes has advised the Company that none of the Notes were tendered pursuant to the Purchase Right prior to 12:00 midnight, New York City time, on March 1, 2013, and that $502,370,000 aggregate principal amount of the Notes remain outstanding (after giving effect to exchanges of the Notes). The exchange of $47,630,000 in principal amount of the Notes will result in the issuance of 27,687,850 shares of Common Stock.

Pursuant to the terms of the Indenture, the Exchange Rate (as defined in the Indenture) for the Notes has reverted to 543.1372 shares of Common Stock per $1,000 principal amount of Notes (subject to subsequent adjustment as provided in the Indenture).

A copy of the notice is filed as Exhibit (a)(3) and is incorporated herein by reference.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

1

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX