Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Sirius Satellite Radio Inc.
Commission File No.: 333-101317
100 STREAMS
OF SATELLITE RADIO SIRIUS [LOGO]
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SIRIUS ANNOUNCES SUCCESSFUL EXCHANGE OFFER
$1.2 Billion Recapitalization Expected to Close This Week
o $200 Million in New Cash to be Provided
o Approximately $636 Million in Debt and $519 Million in Preferred
Stock to be Converted to Common Stock
o 91% of Debt Holders Agree to Participate in Recapitalization
NEW YORK, NY - March 5, 2003 - SIRIUS (NASDAQ: SIRI), the premier satellite
radio broadcaster and only service delivering uncompromised coast-to-coast music
and entertainment for your car and home, today announced that 91% of its debt
holders have agreed to exchange their debt for common stock, in a
recapitalization that also exchanges the company's preferred stock for common
stock, plus will inject $200 million in new capital from its major financial
partners through the sale of newly-issued common stock.
SIRIUS said the holders of approximately 91% in principal amount of the
company's debt tendered in the exchange offer, including 100% of its term loans,
approximately 90% of its senior secured discount notes, approximately 85% of its
senior secured notes and approximately 89% of its convertible subordinated
notes. In connection with the offer, holders of a majority of the company's debt
agreed to reduce the minimum tender conditions.
Also, at a special stockholder meeting held yesterday in New York City, an
overwhelming majority of SIRIUS stockholders approved the recapitalization
transactions. Over 90% of stockholder votes cast were in favor of the
transactions.
Affiliates of OppenheimerFunds, Blackstone and Apollo have agreed to provide
$200 million in additional funds, that - when combined with existing cash
on-hand - will give SIRIUS over $300 million in cash, sufficient to fund SIRIUS
into the second quarter of 2004. OppenheimerFunds will provide $150 million, and
affiliates of Apollo Management, L.P. and The Blackstone Group L.P. will each
provide $25 million. Apollo and Blackstone will also exchange all of their
existing convertible preferred stock for shares of common stock and warrants
to purchase common stock.
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"This is a major milestone for SIRIUS that now enables us to move forward with a
strong balance sheet," said Joseph P. Clayton, President and CEO of SIRIUS.
"With our commercial-free music and additional products coming online this year,
including portable `Plug & Play' and in-home units, and with our car
manufacturer programs taking shape, we believe that 2003 will be a defining year
for SIRIUS, and a catalyst for long-term success."
Upon completion of all transactions, which are expected to conclude this week,
the recapitalization will convert approximately $636 million in debt and $519
million in preferred stock into common stock.
UBS Warburg advised SIRIUS on the transaction.
About SIRIUS
SIRIUS is the only satellite radio service bringing listeners 100 streams of the
best music and entertainment coast-to-coast. SIRIUS offers 60 music streams with
no commercials, along with 40 world-class sports, news and entertainment streams
for a monthly subscription fee of $12.95. Stream Jockeys create and deliver
uncompromised music in virtually every genre to our listeners 24 hours a day.
Satellite radio products bringing SIRIUS to listeners in the car, truck, home,
RV and boat are manufactured by Kenwood, Panasonic, Clarion, Audiovox and
Jensen, and are available at major retailers including Circuit City, Best Buy,
Car Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and Crutchfield.
SIRIUS is the leading OEM satellite radio provider, with exclusive partnerships
with DaimlerChrysler, Ford and BMW. Automotive brands currently offering SIRIUS
radios in select new car models include BMW, Chrysler, Dodge, Jeep'r', and
Nissan. Automotive brands that have announced plans to start offering SIRIUS in
select models include Ford, Lincoln, Mercury, Mercedes-Benz, Jaguar, Volvo,
Mazda, Infiniti, MINI, Audi, Volkswagen, Land Rover and Aston Martin.
Click on www.SIRIUS.com to listen to SIRIUS live, or to find a SIRIUS retailer
or car dealer in your area.
Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions, future events or performance with
respect to SIRIUS Satellite Radio Inc. are not historical facts and may be
forward-looking and, accordingly, such statements involve estimates, assumptions
and uncertainties which could cause actual results to differ materially from
those expressed in any forward-looking statements. Accordingly, any such
statements are qualified in their entirety by reference to the factors discussed
in our Registration Statement on Form S-4 (File No. 333-101317), and amendments
thereto, filed with the Securities and Exchange Commission. Among the key
factors that have a direct bearing on our results of operations are: our need
for substantial additional financing in the first half of this year; our
dependence upon third parties to manufacture, distribute, market and sell SIRIUS
radios and components for those radios; the unproven market for our service; our
competitive position and any events which affect the useful life of our
satellites.
Media Contacts:
Jim Collins Mindy Kramer
Media and Investor Relations Media Relations
212-901-6422 212-584-5138
jcollins@SIRIUSradio.com mkramer@SIRIUSradio.com
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Cheryl Cramer Thomas Meyer
Investor Relations Media Relations
212-901-6466 310-578-0425
ccramer@SIRIUSradio.com thomas.meyer@pr21.com
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STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.......................'r'