XM Radio 2012 Annual Report Download - page 113

SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8.75% per annum. The 8.75% Notes mature on April 1, 2015. The 8.75% Notes were issued for $786,000,
resulting in an aggregate original issuance discount of $14,000. Substantially all of our domestic wholly-owned
subsidiaries guarantee our obligations under the 8.75% Notes on a senior unsecured basis.
7% Exchangeable Senior Subordinated Notes due 2014
In August 2008, we issued $550,000 aggregate principal amount of 7% Exchangeable Senior Subordinated
Notes due 2014 (the “Exchangeable Notes”). The Exchangeable Notes are senior subordinated obligations and
rank junior in right of payment to our existing and future senior debt and equally in right of payment with our
existing and future senior subordinated debt. Substantially all of our domestic wholly-owned subsidiaries have
guaranteed the Exchangeable Notes on a senior subordinated basis.
Interest is payable semi-annually in arrears on June 1 and December 1 of each year at a rate of 7% per
annum. The Exchangeable Notes mature on December 1, 2014. The Exchangeable Notes are exchangeable at any
time at the option of the holder into shares of our common stock at an initial exchange rate of 533.3333 shares of
common stock per $1,000 principal amount of Exchangeable Notes, which is equivalent to an approximate
exchange price of $1.875 per share of common stock. If a holder of the Exchangeable Notes elects to exchange
the notes in connection with a corporate transaction that constitutes a fundamental change, the exchange rate will
be increased by an additional number of shares of common stock determined by the Indenture. Due to the special
cash dividend in December 2012, the conversion rate increased to 543.1372 shares per common stock per $1,000
principal amount. For a discussion of subsequent events refer to Note 18.
During the year ended December 31, 2012, the common stock reserved for exchange in connection with the
Exchangeable Notes were considered to be dilutive in our calculation of diluted net income per share.
7.625% Senior Notes due 2018
In October 2010, we issued $700,000 aggregate principal amount of 7.625% Senior Notes due 2018 (the
“7.625% Notes”). Interest is payable semi-annually in arrears on May 1 and November 1 of each year at a rate of
7.625% per annum. The 7.625% Notes mature on November 1, 2018. Substantially all of our domestic wholly-
owned subsidiaries guarantee our obligations under the 7.625% Notes.
5.25% Senior Notes due 2022
In August 2012, we issued $400,000 aggregate principal amount of 5.25% Senior Notes due 2022 (the
“5.25% Notes”). Interest is payable semi-annually in arrears on February 15 and August 15 of each year at a rate
of 5.25% per annum. The 5.25% Notes mature on August 15, 2022. Substantially all of our domestic wholly-
owned subsidiaries guarantee our obligations under the 5.25% Notes.
Senior Secured Revolving Credit Facility
In December 2012, we entered into a five-year Senior Secured Revolving Credit Facility (the “Credit
Facility”) with a syndicate of financial institutions for $1,250,000. The Credit Facility is secured by substantially
all our assets and the assets of our subsidiaries. The proceeds of loans under the Credit Facility will be used for
working capital and other general corporate purposes, including financing acquisitions, share repurchases and
dividends. Interest on borrowings is payable on a quarterly basis and accrues at a rate based on LIBOR plus an
applicable rate. We are also required to pay a variable fee on the average daily unused portion of the Credit
Facility which is currently 0.30% per annum and is payable on a quarterly basis. The Credit Facility contains
customary covenants, including a maintenance covenant.
As of December 31, 2012, we have not drawn on the Credit Facility.
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