XM Announces Offer to Purchase Senior Floating Rate Notes due 2013

(CUSIP No. 98375YAT3)

WASHINGTON, Aug. 5 /PRNewswire/ -- XM Satellite Radio Inc. ("XM"), a
wholly-owned indirect subsidiary of Sirius XM Radio Inc. ("Sirius"), announced
today that it is offering to purchase for cash any and all of its outstanding
Senior Floating Rate Notes due 2013 (CUSIP No. 98375YAT3) (the "Notes"), on
the terms set forth in the Offer to Purchase dated August 5, 2008. The tender
offer will expire at 12:01 a.m., New York City time, on September 4, 2008,
unless extended. The total consideration for each $1,000 principal amount of
the Notes validly tendered and not withdrawn will be 101% of the principal
amount of the Notes, or $1,010. Holders whose Notes are accepted for payment
in the tender offer will also receive accrued and unpaid interest up to, but
not including, the payment date, expected to be two business days following
the offer expiration date. Full details of the terms and conditions of the
tender offer are included in the Offer to Purchase.
XM currently has outstanding $200 million in aggregate principal amount of
the Notes. XM intends to use cash on hand to finance the repurchases.
On February 19, 2007, the parent of XM, XM Satellite Radio Holdings Inc.
("Holdings") entered into an Agreement and Plan of Merger with Sirius under
which XM's business would be combined with that of Sirius through a merger of
Holdings and Vernon Merger Corporation, a newly formed, wholly-owned
subsidiary of Sirius, resulting in Holdings and its subsidiaries, including
the Company, becoming direct or indirect wholly-owned subsidiaries of Sirius
(the "Merger"). The Merger was completed on July 28, 2008.
Under the terms of the indenture governing the Notes, the Merger
constitutes a "change of control," requiring XM, within 30 days of the
consummation of the Merger, to offer to repurchase any and all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, together with all accrued but unpaid interest up to, but not
including, the date of repurchase.
Global Bondholder Services Corporation will act as the Information Agent.
Requests for documents related to the Offer to Purchase may be directed to
Global Bonder Services Corporation at (212) 430-3774 (for brokers and banks)
or (866) 924-2200 (for all others).
The tender offer is being made solely by means of the Offer to Purchase.
No recommendation is made as to whether holders should tender their Notes.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an
offer, solicitation or sale of any securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Contacts:
Media Relations
Nathaniel Brown
(212) 708-6170
Nathaniel.Brown@xmradio.com

Chance Patterson
(202) 380-4318
Chance.Patterson@xmradio.com

Investor Relations
Joe Wilkinson
202-380-4008
Joe.Wilkinson@xmradio.com

Richard Sloane
(202) 380-1439
Richard.Sloane@xmradio.com

SOURCE XM Satellite Radio Inc.

Media Relations, Nathaniel Brown, +1-212-708-6170,
Nathaniel.Brown@xmradio.com, or Chance Patterson, +1-202-380-4318,
Chance.Patterson@xmradio.com, or Investor Relations, Joe Wilkinson,
+1-202-380-4008, Joe.Wilkinson@xmradio.com, or Richard Sloane,
+1-202-380-1439, Richard.Sloane@xmradio.com