XM Radio 2010 Annual Report Download - page 116

Download and view the complete annual report

Please find page 116 of the 2010 XM Radio annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

consisting primarily of unamortized discount, deferred financing fees and repayment of premium to Loss on
extinguishment of debt and credit facilities, net, in our consolidated statement of operations.
In February 2011, we purchased $94,148 of the outstanding 3.25% Notes at a price of 100.75%-100.94% of the
principal amount plus accrued interest. We will recognize an aggregate loss on extinguishment of $1,079 on the
3.25% Notes, which consists primarily of unamortized discount and deferred financing fees in the first quarter of
2011.
(b) Senior Secured Term Loan due 2012
In June 2007, we entered into a term credit agreement with a syndicate of financial institutions. The term credit
agreement provided for a senior secured term loan (the “Senior Secured Term Loan”) of $250,000, which was fully
drawn. On March 16, 2010, we used net proceeds of $244,714 from the sale of our 8.75% Senior Notes due 2015 to
repay the Senior Secured Term Loan, including accrued and unpaid interest of $339. We recorded an aggregate loss
on extinguishment on the Senior Secured Term Loan of $2,450, consisting of deferred financing fees to Loss on
extinguishment of debt and credit facilities, net, in our consolidated statements of operations.
(c) 9.625% Senior Notes due 2013
In August 2005, we issued $500,000 in aggregate principal amount of 9.625% Senior Notes due 2013 (the
“9.625% Notes”). In April 2010, we used net proceeds of $534,091 from the issuance of our 8.75% Senior Notes
due 2015 to redeem the 9.625% Notes, including accrued and unpaid interest of $10,026 and a repayment premium
of $24,065. We recorded an aggregate loss on extinguishment on the 9.625% Notes of $27,705, consisting primarily
of unamortized discount, deferred financing fees and repayment premium to Loss on extinguishment of debt and
credit facilities, net, in our consolidated statements of operations.
(d) 8.75% Senior Notes due 2015
In March 2010, we issued $800,000 aggregate principal amount of 8.75% Senior Notes due 2015 (the
“8.75% Notes”). Interest is payable semi-annually in arrears on April 1 and October 1 of each year at a rate of 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.
(e) 9.75% Senior Secured Notes due 2015
In August 2009, we issued $257,000 aggregate principal amount of 9.75% Senior Secured Notes due
September 1, 2015 (the “9.75% Notes”). Interest is payable semi-annually in arrears on March 1 and September
1 of each year at a rate of 9.75% per annum. The 9.75% Notes were issued for $244,292, resulting in an aggregate
original issuance discount of $12,708. Substantially all of our domestic wholly-owned subsidiaries guarantee our
obligations under the 9.75% Notes. The 9.75% Notes and related guarantees are secured by first-priority liens on
substantially all of our assets and the assets of the guarantors. In connection with the merger of XM Satellite Radio
Inc. into us, we entered into a new collateral agreement relating to the 9.75% Notes which secures the 9.75% Notes
with a lien on substantially all of our and the guarantors’ assets.
(f) 10% Senior PIK Secured Notes due 2011
On December 31, 2009, XM had outstanding $113,685 aggregate principal amount of 10% Senior PIK
Secured Notes due 2011 (the “PIK Notes”). On June 1, 2010, XM redeemed all outstanding PIK Notes at a price of
100% plus accrued interest. We recognized an aggregate loss on extinguishment of the PIK Notes of $4,138,
consisting primarily of unamortized discount, as a Loss on extinguishment of debt and credit facilities, net, in our
consolidated statements of operations.
F-28
SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)