Liberty Media Gives Boost to Sirius XM

February 17, 2009


New York, NY, and Englewood, CO - Feb 17, 2009 - Sirius XM Radio and Liberty Media have entered into agreements for Liberty to invest $530 million in the form of loans to Sirius XM and its subsidiaries and receive an equity interest in Sirius XM. 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. That loan will be used by Sirius XM to repay $171.6 million of its maturing 2.5 percent Convertible Notes due Feb. 17, 2009, and the balance will be used for general corporate purposes, including working capital and transaction costs.

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 12.5 million shares of preferred stock convertible into 40 percent 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 Liberty Chairman John Malone and Liberty CEO 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.

Finance 101 note: A convertible note is a debt instrument that can be converted into stock at the option of the holder or the issuer.



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