XM Satellite Radio Holdings Inc - Current report filing (8-K)
18 7월 2008 - 6:29AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 17, 2008 (July 14, 2008)
Date of Report (Date of earliest event reported)
XM SATELLITE RADIO HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-27441
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54-1878819
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification Number)
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1500 Eckington Place, N.E.
Washington, DC 20002
(Address of principal executive offices, including zip code)
(202) 380-4000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.01
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Entry into of a Material Definitive Agreement.
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On July 14, 2008, XM Satellite Radio Inc. (XM) entered into a written agreement (the
Waiver) with holders of a majority in aggregate principal amount of XMs outstanding 9.75% Senior
Notes due 2014 (the 9.75% Notes). Pursuant to the Waiver such holders have agreed to waive the
change of control repurchase obligation of XM arising under the indenture governing the 9.75% Notes
with respect to the consummation of the previously announced merger of XM Satellite Radio Holdings
Inc., with a wholly-owned subsidiary of Sirius Satellite Radio Inc.. Pursuant to the terms of the
indenture governing the 9.75% Notes, the Waiver is effective as to all holders of the 9.75% Notes.
The Waiver provides that XM will commence an offer to exchange the 9.75% Notes for a
combination of (i) at least $400 million of cash and (ii) up to $200 million aggregate principal
amount of a new series of senior notes to be issued by XM (the Exchange Notes). The Waiver is
subject to the consummation of the merger and the satisfaction of certain conditions in connection
with various other merger-related refinancing transactions to be undertaken by XM prior to August
31, 2008. If the merger and the satisfaction of such other conditions have not occurred by August
31, 2008, the Waiver, unless extended, will cease to be effective.
The Exchange Notes will mature in 2014, or 2013 in certain circumstances. The yield to
maturity on the Exchange Notes (calculated solely on the basis of interest rate on the Exchange
Notes and the price at which they are offered in exchange for 9.75% Notes) will be calculated on
the basis of the selling price of and interest rate on certain other senior notes expected to be
issued by XM in connection with its merger-related refinancing transactions. The effective yield
on these new senior notes will not be less than 13.92% per annum. In the event that XM issues less
than $150 million aggregate principal amount of such other senior notes, the effective yield on the
Exchange Notes will not be less than 15% per annum. For a description of the terms of the Exchange
Notes, see Exhibit B to the Waiver filed as Exhibit 10.1 hereto.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The disclosure required by this Item 3.03 is included in Item 1.01 and is incorporated herein
by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibit.
10.1
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Waiver and Letter Agreement, dated as of July 14, 2008, by and among
XM Satellite Radio Inc. (XM), XM Satellite Radio Holdings Inc. and
certain beneficial owners of XMs 9.75% Senior Notes due 2014.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XM SATELLITE RADIO HOLDINGS INC.
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Dated: July 17, 2008
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By:
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/s/ Joseph M. Titlebaum
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Joseph M. Titlebaum
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General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Waiver and Letter Agreement, dated as of July 14, 2008, by and
among XM Satellite Radio Inc. (XM), XM Satellite Radio
Holdings Inc. and certain beneficial owners of XMs 9.75%
Senior Notes due 2014.
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XM Satellite Radio (MM) (NASDAQ:XMSR)
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XM Satellite Radio (MM) (NASDAQ:XMSR)
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