SiriusXM's Reports 5.25% Senior Notes Due 2022 Upgraded to Investment Grade, Eliminates Many Convenant in Notes

SiriusXM

today announced that the ratings on the 5.25% Senior Notes due 2022 issued by its subsidiary, Sirius XM Radio Inc., have been upgraded to investment grade by both Standard & Poor's Ratings Services and Moody's Investors Service. "The upgrade of the ratings on the Notes to investment grade has the effect of eliminating many of the financial covenants contained in these Notes," said David Frear, Chief Financial Officer, SiriusXM.  "Most importantly, the limitation on restricted payments contained in the indenture governing the Notes is no longer applicable and these Notes no longer constrain our share buyback activity," added Frear. Sirius XM Radio Inc. and the guarantors of the Notes have granted a first priority lien on substantially all of their assets to the holders of the Notes. The liens securing the Notes are equal and ratable to the liens granted on such assets to secure Sirius XM Radio Inc.'s existing $1.25 billion senior secured revolving credit facility. The liens securing the Notes may be released upon the occurrence of certain events, including but not limited to the repayment in full of the Notes or any direct or indirect parent of Sirius XM Radio Inc. attaining an investment grade rating from two out of three rating agencies, subject to certain conditions. As a result of the granting of liens to secure the Notes, the ratings of the Notes have been upgraded by S&P from BB to BBB- and by Moody's from B1 to Baa3. Pursuant to Section 4.15 of the indenture governing the Notes (which has been filed as Exhibit 4.1 to Sirius XM Radio Inc.'s Current Report on Form 8-K filed on August 14, 2012), certain covenants in the Notes are no longer applicable.