NEW YORK — May 20, 2003 — SIRIUS (NASDAQ: SIRI), the premier satellite radio broadcaster and only service delivering uncompromised Coast-to-coast music and entertainment for your car and home, today announced that it priced an offering of 3½% Convertible Notes due 2008 through Morgan Stanley, as book running manager, and UBS Warburg LLC, as co-manager. In connection with the offering, Sirius has also granted the underwriters an option to purchase up to an additional $26,250,000 in principal amount of 3½% Convertible Notes due 2008.
The notes are convertible into SIRIUS’ common stock at the option of the holder at a conversion rate of 724.6377 shares per $1,000 principal amount, or $1.38 per share. The notes may not be redeemed at the option of SIRIUS prior to maturity.
The net proceeds of approximately $168,875,000, before expenses, are expected to eliminate the company’s funding gap, estimated to be approximately $100 million. SIRIUS intends to use the net proceeds from the sale of the notes for general corporate purposes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Offers to sell the notes will be made only by means of a prospectus and prospectus supplement. Copies of the prospectus and prospectus supplement are available from Morgan Stanley, 1585 Broadway, New York, New York 10036.
SIRIUS is the only satellite radio service bringing listeners more than 100 streams of the best music and entertainment Coast-to-coast. SIRIUS offers 60 music streams with no commercials, along with over 40 world-class sports, news, and entertainment streams for a monthly subscription fee of only $12.95, with greater savings for upfront payments of multiple months or a year or more. Stream Jockeys create and deliver uncompromised music in virtually every genre to our listeners 24-hours a day. Satellite radio products bringing SIRIUS to listeners in the car, truck, home, RV, and boat are manufactured by Kenwood, Panasonic, Clarion, and Audiovox, and are available at major retailers including Circuit City, Best Buy, Car Toys, Good Guys, Tweeter, Ultimate Electronics, Sears, and Crutchfield. SIRIUS is the leading OEM satellite radio provider, with exclusive partnerships with DaimlerChrysler, Ford, and BMW. Automotive brands currently offering SIRIUS radios in select new car models include BMW, MINI, Chrysler, Dodge, Jeep®, Nissan, Infiniti, and Mazda. Automotive brands that have announced plans to offer SIRIUS in select models include Ford, Lincoln, Mercury, Mercedes-Benz, Jaguar, Volvo, Audi, Volkswagen, Land Rover and Aston Martin.
Click on sirius.com to listen to SIRIUS LIVE, or to find a SIRIUS retailer or car dealer in your area.
Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance with respect to SIRIUS Satellite Radio Inc. are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and Exchange Commission. Among the key factors that have a direct bearing on our results of operations are: our need for substantial additional funds before the second quarter of 2004 if the offering of the notes is not completed; our dependence upon third parties to manufacture, distribute, market and sell SIRIUS radios and components for those radios; the unproven market for our service; our competitive position and any events which affect the useful life of our satellites.