@ Denco - aren't these the notes that have been heged by the shorties??
SEC Filing Alert
Sirius XM Radio Inc. has filed the following document(s) with the United States Securities and Exchange Commission.
________________________________________
Feb 01, 2013
Form SC To-I / Other
http://investor.sirius.com/secfiling...93125-13-34560
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
SIRIUS XM RADIO INC.
(Name of Subject Company and Filing Person (Issuer) And Name of Filing Person (Offeror))
7% Exchangeable Senior Subordinated Notes Due 2014
(Title of Class of Securities)
98375YAU0
(CUSIP Number of Class of Securities)
Fundamental Change
In February 2009, the Company entered into an Investment Agreement (the “ Investment Agreement ”) with Liberty Radio LLC, an affiliate of Liberty Media Corporation (“ Liberty Media ”). Pursuant to the Investment Agreement, Liberty Radio LLC purchased 12,500,000 shares of the Company’s Convertible Perpetual Preferred Stock, Series B (the “ Series B Preferred Stock ”), in partial consideration for certain loans by Liberty Media to the Company. The Series B Preferred Stock was convertible into 2,586,976,761 shares of Common Stock, and all of such shares of Series B Preferred Stock have been converted. The Investment Agreement provided for certain standstill provisions, including the prohibition on Liberty Media acquiring greater than 49.9% of the Company’s outstanding Common Stock prior to March 6, 2012.
Since the expiration of the standstill provisions in March 2012, Liberty Media and its affiliates have acquired additional shares of Common Stock from time to time. On January 17, 2013, Liberty Media filed a Form 4 with the Securities and Exchange Commission disclosing that on January 15, 2013 it, indirectly through its subsidiaries, purchased an additional 50,000,000 shares of Common Stock. As a result of such purchase, Liberty Media became the direct or indirect beneficial owner of common equity representing more than 50% of the voting power of the Company’s common equity.
As a result of the foregoing (collectively, the “ Liberty Transactions ”), a Fundamental Change (as defined in the Indenture) occurred on January 17, 2013 (the “ Effective Date ”), and accordingly each Holder has the Purchase Right described herein.
Alternatives to the Purchase Right
You May Elect to Exchange into Common Stock
The Indenture provides that, as a result of the Liberty Transactions and notwithstanding the Purchase Right, the Notes are exchangeable, at the option of the Holder, at any time prior to the close of business on the Expiration Date (the “ Fundamental Change Exchange Period ”) at the Fundamental Change Exchange Rate (as defined below). The Company’s exchange obligation during the Fundamental Change Exchange Period with respect to each $1,000 in principal amount of Notes will be 581.3112 shares of Common Stock (the “ Fundamental Change Exchange Rate ”). The Common Stock into which the Notes may be exchanged is listed on the NASDAQ Global Select Market (“ NASDAQ ”) under the symbol “SIRI.” On January 31, 2013, the last reported sales price of the Common Stock on NASDAQ was $3.14 per share. Holders exchanging the Notes will not receive a cash payment for accrued and unpaid interest.
Holders exchanging the Notes, or who elect to exercise their Purchase Right, will, upon exchange or purchase, as applicable, cease to have any rights with respect to such Notes exchanged or purchased (other than as provided in this Notice), including the right to receive interest or principal thereon.
Based on the closing sale price of the Common Stock on January 31, 2013, the value of the shares of Common Stock you would receive if you exercise your exchange right during the Fundamental Change Exchange Period would be substantially more than what you would receive upon exercise of the Purchase Right.
You May Elect to Retain Your Notes
If a Holder decides to retain his or her Notes, then, immediately after the Expiration Date, the exchange rate for the Notes will revert to 543.1732 shares of Common Stock per $1,000 principal amount of Notes (the “ Original Exchange Rate ”) (subject to subsequent adjustment as provided in the Indenture). Such Holder will also retain the right to receive interest payments on the Notes until the Notes mature pursuant to the terms of the Indenture and the Notes. The Notes mature on December 1, 2014 and will pay cash equal to $1,000 per $1,000 principal amount of the Notes on that date. As of January 31, 2013, the closing price of the Notes in the over-the-counter market as quoted on Bloomberg was $1,841.23 per $1,000 principal amount.
SIRIUS XM SATELLITE RADIO FORUM
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Originally Posted by siriusly_invested
What's gonna happen 3 months or a year from now does us little good in the present. Heck I'll call $3.50 by years end and will most definately be right, we need info that's good for the here and now. The only way to find out who the crap knows what their talking about, is to do a study
Chart that!!!
Just playing.
..I do REALLY think that this is a real BIG positive whether they convert the notes to common shares or partake in the TO. 
Not sure if this was posted yet bet SiriusXM settled the lawsuit with A2IM. Here is the article.