Liberty Makes Loan to SIRIUS XM to Repay 2 1/2% Convertible Notes
due February 17, 2009 NEW YORK and ENGLEWOOD, Colo., Feb. 17
/PRNewswire-FirstCall/ -- SIRIUS XM Radio Inc. (NASDAQ:SIRI) and
Liberty Media Corporation (NASDAQ:LINTANASDAQ:LINTBNASDAQ:
LCAPANASDAQ:LCAPBNASDAQ:LMDIANASDAQ:LMDIB) today announced that
they have entered into agreements pursuant to which Liberty will
invest an aggregate of $530 million in the form of loans to SIRIUS
XM and its subsidiaries and receive an equity interest in SIRIUS
XM. (Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO
) Under the terms of the agreements, the investments will be funded
in two separate phases. -- The first phase includes a $280 million
senior secured loan from Liberty to SIRIUS XM, $250 million of
which will be funded today. The proceeds of that loan will be used
by SIRIUS XM to repay $171.6 million of its maturing 2 1/2%
Convertible Notes due February 17, 2009, and the balance will be
used for general corporate purposes, including working capital and
transaction costs. The loan will bear interest at a rate of 15%,
mature in December 2012, and be secured by the assets securing
SIRIUS XM's existing term credit agreement. -- The second phase
provides an additional loan of $150 million to XM Satellite Radio,
SIRIUS XM's wholly owned subsidiary. Liberty has also agreed to
offer to purchase up to $100 million of the loans outstanding under
XM Satellite Radio's existing credit facilities from the lenders.
Upon completion of the second phase of the Liberty investments,
SIRIUS XM will issue Liberty an aggregate of 12.5 million shares of
preferred stock convertible into 40% of the common stock of SIRIUS
XM. In addition, Liberty will receive seats on the SIRIUS XM Board
of Directors proportionate to its equity ownership. It is expected
that John Malone and Greg Maffei will join the SIRIUS XM Board of
Directors. Liberty's obligation to consummate the second phase of
its investment is subject to various closing conditions. Mel
Karmazin, Chief Executive Officer of SIRIUS XM Radio, said, "We are
pleased to have come to this agreement with Liberty Media,
particularly in light of today's challenging credit markets.
Liberty's investment is an important validation of what SIRIUS XM
has already achieved and a vote of confidence in what we will
achieve. This agreement enables Sirius XM to continue to develop
the opportunities first outlined in the merger of Sirius and XM. By
strengthening our capital structure and enhancing our financial
flexibility, this investment allows us to continue providing the
great content and innovative programming our subscribers know and
love." "We are excited to be investing in SIRIUS XM. We have been
impressed with the company, its operations and management team,"
said Greg Maffei, president and CEO of Liberty. "SIRIUS XM's
ability to grow subscribers and revenue in a difficult financial
and auto market is indicative of how listeners view this as a "must
have" service." The agreements, and the transactions contemplated
by the agreements, do not constitute a change in control for SIRIUS
XM under its outstanding debt instruments and are not subject to
the approval of the Federal Communications Commission. The receipt
by Liberty of voting stock is subject to expiration of the
applicable waiting period under the Hart-Scott-Rodino Act.
Important details of the agreements relating to this investment
will be available on a Current Report on Form 8-K which SIRIUS XM
expects to file with the Securities and Exchange Commission.
Liberty has advised that its investment will be attributed to the
Liberty Capital group and is not expected to affect the timing of
the previously announced split-off of a portion of Liberty
Entertainment. About SIRIUS XM Radio SIRIUS XM Radio is America's
satellite radio company delivering commercial-free music channels,
premier sports, news, talk, entertainment, traffic and weather, to
more than 18.9 million subscribers. 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. About
Liberty Media Corporation Liberty Media Corporation owns interests
in electronic retailing, media, communications and entertainment
businesses. Those interests are attributed to three tracking stock
groups: (1) the Liberty Interactive group, which includes Liberty's
interests in QVC, Provide Commerce, Backcountry.com, BUYSEASONS,
Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the Liberty
Entertainment group, which includes Liberty's interests in The
DIRECTV Group, Inc., Starz Entertainment, FUN Technologies, Inc.,
GSN, LLC, WildBlue Communications, Inc., and Liberty Sports
Holdings LLC, and (3) the Liberty Capital group, which includes all
businesses, assets and liabilities not attributed to the
Interactive group or the Entertainment group including its
subsidiaries Starz Media, LLC, Atlanta National League Baseball
Club, Inc., and TruePosition, Inc., and minority equity investments
in Time Warner Inc. and Sprint Nextel Corporation. 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
the benefits of the business combination transaction involving
SIRIUS and XM, including potential synergies and cost savings and
the timing thereof, future financial and operating results, the
combined company's plans, objectives, expectations and intentions
with respect to future operations, products and services; and other
statements identified by words such as "anticipate," "believe,"
"plan," "estimate," "expect," "intend," "will," "should," "may," or
words of similar meaning. Such forward-looking statements are based
upon the current beliefs and expectations of SIRIUS' and XM's
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 and XM. 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: general
business and economic conditions; the performance of financial
markets and interest rates; the failure to realize synergies and
cost-savings from the merger or delay in realization thereof; the
businesses of SIRIUS and XM may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming
or costly to accomplish than expected. Additional factors that
could cause SIRIUS' and XM's results to differ materially from
those described in the forward-looking statements can be found in
SIRIUS' and XM's Annual Reports on Form 10-K for the year ended
December 31, 2007 and their respective Quarterly Reports on Form
10-Q for the quarter ended September 30, 2008, which are 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 and XM
disclaim any intention or obligation to update any forward looking
statements as a result of developments occurring after the date of
this communication. Certain statements in this press release
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including the
statements regarding Liberty Media's expectations related to the
Sirius XM investment and the pending split-off of a portion of the
Liberty Entertainment group. These forward looking statements are
based on management's current expectations and assumptions, which
are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Actual results could
differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements speak
only as of the date of this press release. Liberty Media expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in Liberty Media's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Additional Information Nothing
in this release shall constitute a solicitation to buy or an offer
to sell shares of the split-off company or any of the Liberty Media
tracking stocks. The offer and sale of shares in the proposed
split-off will only be made pursuant to an effective registration
statement. Liberty Media stockholders and other investors are urged
to read the registration statement to be filed with the SEC,
including the proxy statement/prospectus to be contained therein,
because it will contain important information about the
transaction. A copy of the preliminary proxy statement/prospectus
filed with the SEC is available, and the registration statement and
definitive proxy statement/prospectus once filed will be available,
free of charge at the SEC's website (http://www.sec.gov/). Copies
of the proxy statement/prospectus and the filings with the SEC that
will be incorporated by reference in the proxy statement/prospectus
can also be obtained, without charge, by directing a request to
Liberty Media Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (720)
875-5408. Participants in a Solicitation The directors and
executive officers of Liberty Media and other persons may be deemed
to be participants in the solicitation of proxies in respect of
proposals to approve the transaction. Information regarding Liberty
Media's and the split-off company's directors and executive
officers and other participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be available in the proxy materials
filed with the SEC. G-SIRI
http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO
http://photoarchive.ap.org/ DATASOURCE: SIRIUS XM Radio; Liberty
Media Corporation CONTACT: Media Relations: Patrick Reilly,
+1-212-901-6646, or , Investor Relations: Paul Blalock,
+1-212-584-5174, or , or Hooper Stevens, +1-212-901-6718, or , all
of SIRIUS XM Radio; or Kelly Sullivan of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449, or ; or Courtnee Ulrich for
Liberty Media Corp., +1-720-875-5420, Web Site:
http://www.shop.sirius.com/ http://www.shop.xmradio.com/
Copyright
Liberty Media Corp A (MM) (NASDAQ:LMDIA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Liberty Media Corp A (MM) (NASDAQ:LMDIA)
Historical Stock Chart
From Jul 2023 to Jul 2024