XM Radio 2010 Annual Report Download - page 117

(g) 11.25% Senior Secured Notes due 2013
In June 2009, XM issued $525,750 aggregate principal amount of 11.25% Senior Secured Notes due 2013 (the
“11.25% Notes”). The 11.25% Notes were issued for $488,398, resulting in an aggregate original issuance discount
of $37,352.
In October 2010, XM purchased $489,065 in aggregate principal amount of the 11.25% Notes. The aggregate
purchase price for the 11.25% Notes, including the consent payments and accrued and unpaid interest, was
$567,927. We recorded an aggregate loss on extinguishment of the 11.25% Notes of $85,216, consisting primarily
of unamortized discount, deferred financing fees and repayment premium to Loss on extinguishment of debt and
credit facilities, net, in our consolidated statement of operations. The purchases were made pursuant to a tender
offer for the 11.25% Notes. Concurrent with the tender offer for the 11.25% Notes, XM solicited consents to amend
the 11.25% Notes and the related indenture and security documents to eliminate most of the restrictive covenants
and certain events of default applicable to the 11.25% Notes and to release the security for, and guarantees of, the
11.25% Notes.
The remainder of the 11.25% Notes of $36,685 was purchased in January 2011 for an aggregate purchase price
of $40,376. A loss from extinguishment of debt of $4,891 will be recorded in the first quarter of 2011.
(h) 13% Senior Notes due 2013
In July 2008, XM issued $778,500 aggregate principal amount of 13% Senior Notes due 2013 (the
“13% Notes”). Interest is payable semi-annually in arrears on February 1 and August 1 of each year at a rate
of 13% per annum. The 13% Notes mature on August 1, 2013. Substantially all of our domestic wholly-owned
subsidiaries guarantee the obligations under the 13% Notes.
(i) 9.75% Senior Notes due 2014
On December 31, 2009, XM had outstanding $5,260 aggregate principal amount of 9.75% Senior Notes due
2014 (the “XM 9.75% Notes”). In August 2010, XM redeemed all of the outstanding XM 9.75% Notes plus accrued
interest of $150 for $5,666. We recorded a loss on extinguishment on the XM 9.75% Notes of $256 due to the cash
redemption premium paid, as a Loss on extinguishment of debt and credit facilities, net, in our consolidated
statements of operations.
(j) 7% Exchangeable Senior Subordinated Notes due 2014
In August 2008, XM 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.
(k) 7.625% Senior Notes due 2018
In October 2010, XM issued $700,000 aggregate principal amount of 7.625% Senior Notes due 2018 (the
“7.625% Senior Notes”). Interest is payable semi-annually in arrears on May 1 and November 1 of each year,
commencing on May 1, 2011, at a rate of 7.625% per annum. A majority of the net proceeds were used to purchase
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SIRIUS XM RADIO INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)