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Thread: Sirius just sold shares today Oct 20th

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  1. #1
    sxminvestor is offline

    Sirius just sold shares today Oct 20th

    http://investor.sirius.com/secfiling...930413-08-6086

  2. #2
    Demian is offline
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    "Item 3.02. Unregistered Sales of Equity Securities.

    We issued an aggregate of 67,038,070 shares of our common stock, par value $0.001 per share, in exchange for $30,500,000 principal amount of our 2˝% Convertible Notes due 2009 (the “2˝% Notes”) beneficially owned by institutional holders.

    We did not receive any cash proceeds as a result of the exchange of our common stock for the 2˝% Notes, which notes have been retired and cancelled. We executed these transactions to reduce our debt and interest cost, increase our equity, and improve our balance sheet. We may engage in additional exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.

    The issuance of the shares of our common stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act."

  3. #3
    Demian is offline
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    So that is about 30 million - how about the other 270 million?

    I thought it was $300 million in bonds due in Feb.'09...

    Why would they do this for such a small amount of money? I don't get it.

    Homer. where are you?

  4. #4
    sxminvestor is offline
    Quote Originally Posted by Demian View Post
    So that is about 30 million - how about the other 270 million?

    I thought it was $300 million in bonds due in Feb.'09...

    Why would they do this for such a small amount of money? I don't get it.

    Homer. where are you?
    If I'm not mistaken this is the those shares that they never sold from the closing of the merger that Monday after approval. I remember them saying that they could utilize at a future date when they found appropriate.

    Now wouldn't it have made much more sense to sell at that time for 1.50/share, then to sell at which looks like a price of about .45 cents ?

  5. #5
    Demian is offline
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    Why would they sell them now?

  6. #6
    sxminvestor is offline
    I may be wrong, but here is the link from July 25th:

    http://investor.sirius.com/secfiling...950123-08-8560

    Filed Pursuant to Rule 424(b)(5)
    Registration File No.: 333-152548


    Proposed maximum
    Proposed maximum

    Amount to be
    offering price per
    aggregate offering
    Amount of

    Title of each class of securities to be registered registered share price registration fee

    Common Stock, par value $0.001 per share 183,679,988 $ 1.50 $ 275,518,982 $ 10,827.94
    78,719,995 N/A $ 166,099,119 (1) $ 6,527.70





    (1) The proposed maximum aggregate offering price is calculated pursuant to Rule 457(c) based on the market value of Sirius common stock being registered, as established by the average of the high and low prices of Sirius common stock as reported on the NASDAQ Global Select Market on July 28, 2008, which was $2.11.


    Prospectus Supplement
    (To Prospectus dated July 25, 2008)

    262,399,983 Shares



    COMMON STOCK

    This is an offering of an aggregate of 262,399,983 shares of common stock of Sirius Satellite Radio Inc., of which 183,679,988 shares are being offered on a fixed price basis. The shares of common stock being offered by this prospectus supplement are shares that we will loan to Morgan Stanley Capital Services, Inc., an affiliate of Morgan Stanley & Co. Incorporated, and UBS AG, London Branch, an affiliate of UBS Investment Bank, which affiliates we refer to as the “share borrowers.” These shares are referred to in this prospectus supplement as the “borrowed shares.” The share borrowers will sell a portion of the borrowed shares in a fixed-price offering expected to close concurrently with the Notes offering described below. After the fixed-price offering, the share borrowers will offer and sell the remaining borrowed shares in one or more registered public offerings at prevailing market or negotiated prices.



    Per Share Total

    Fixed Price to Public $ 1.50 $ 275,519,982



    We will not receive any proceeds from the sale of the borrowed shares in this offering, but will receive a nominal loan fee from the share borrowers for the use of the borrowed shares. The share borrowers or their affiliates will receive all the proceeds from the sale of the borrowed shares. We have been advised by the underwriters for this offering that they, or their affiliates, intend to use the share loans and the short sales of the borrowed shares to facilitate transactions by which investors in XM Satellite Radio Inc.’s 7% Exchangeable Senior Subordinated Notes due 2014, which we refer to as the “Notes,” and that are being offered in a concurrent private offering, may hedge their investments through privately negotiated derivatives transactions. 183,679,988 of the borrowed shares will be initially offered at $1.50 per share, and the remaining borrowed shares will subsequently be sold at prevailing market prices at the time of sale or at negotiated prices. We have also been advised by the underwriters for this offering that over the same period that the share borrowers will sell the additional borrowed shares, the share borrowers or their affiliates expect to purchase at least an equal number of shares of our common stock on the open market and/or to enter into derivative transactions providing them with a synthetic long position with respect to an equal number of shares.

    The completion of this offering of our common stock pursuant to this prospectus supplement and the accompanying prospectus is contingent upon the closing of the Notes offering. Both this offering and the Notes offering are conditioned upon the consummation of the merger as defined below. See “Share Lending Agreements; Concurrent Offering of Notes” and “Underwriting.”

    Our common stock is listed on the Nasdaq Global Select Market under the symbol “SIRI.” On July 28, 2008, the last reported sale price of our common stock on the Nasdaq Global Select Market was $1.77 per share.

    Investing in our common stock involves risks. See “Risk Factors” beginning on page S-14 of this prospectus supplement.

  7. #7
    spanyo is offline
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    Makes me think that they think the price of shares is going to go down before they go up. Hopefully they are going to pay the rest of the Feb debt off with cash... But if that were the case I would expect them to announce the cash payment first and then trade the shares after their value increased.

    I don't know. This sounds a bit discouraging. But then again maybe something is up that hasn't been revealed yet.

    2% dilution as a result of this.

    Plus should we expect these shares to be shorted?

    Come on credit markets... unfreeze, damn you!
    Last edited by spanyo; 10-20-2008 at 07:38 PM.

  8. #8
    sxminvestor is offline
    I think the way to read this is that they exchanged debt for shares and reduced the Feb convertibles by 10% or 30M ?

  9. #9
    Demian is offline
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    http://investor.sirius.com/secfiling...930413-08-6086


    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

    _____________________

    FORM 8-K

    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): October 20, 2008

    SIRIUS XM RADIO INC.
    (Exact Name of Registrant as Specified in Charter)

    Delaware 0-24710 52-1700207
    (State or other Jurisdiction (Commission File Number) (I.R.S. Employer
    of Incorporation) Identification No.)

    1221 Avenue of the Americas, 36 th Fl., New York, NY 10020
    (Address of Principal Executive Offices)
    (Zip Code)

    Registrant’s telephone number, including area code: (212) 584-5100

    _____________________________

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

    o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

    o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))



    Item 3.02. Unregistered Sales of Equity Securities.

    We issued an aggregate of 67,038,070 shares of our common stock, par value $0.001 per share, in exchange for $30,500,000 principal amount of our 2˝% Convertible Notes due 2009 (the “2˝% Notes”) beneficially owned by institutional holders.

    We did not receive any cash proceeds as a result of the exchange of our common stock for the 2˝% Notes, which notes have been retired and cancelled. We executed these transactions to reduce our debt and interest cost, increase our equity, and improve our balance sheet. We may engage in additional exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.

    The issuance of the shares of our common stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act.

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    SIRIUS XM RADIO INC.



    By: /s/ Patrick L. Donnelly
    Patrick L. Donnelly
    Executive Vice President, General
    Counsel and Secretary


    Dated: October 20, 2008

  10. #10
    terrymr is offline
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    Not a sale - a swap

    It wasn't as much a sale of stock as a swap. Basically 30.5 million dollars worth of bond holders gave back their bonds in exchange for 67 million shares.

  11. Ad Fairy Senior Member

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