NEW YORK, NY - March 4, 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 its stockholders have overwhelmingly approved the company's proposed recapitalization.
At a special meeting of stockholders held today in New York City, approximately 68% of SIRIUS stockholders voted to approve transactions to exchange approximately $700 million in debt for common stock and $519 million in preferred stock for common stock and warrants, plus provide $200 million in additional cash through the sale of newly-issued common stock.
Also, approximately 68% of SIRIUS stockholders voted to approve an amendment and restatement of the company's certificate of incorporation to increase the authorized shares of common stock from 500 million to 2.5 billion. Approximately 63% of SIRIUS stockholders also voted to approve the company's 2003 Long-Term Stock Incentive Plan, and approximately 90% of those who voted agreed to accept the prepackaged plan of reorganization as a fall back position.
The proposed restructuring is subject to the successful completion of the company's debt exchange offer, which is scheduled to expire at 5:00 p.m., New York City time, this evening.
The new cash infusion will be provided by affiliates of OppenheimerFunds, Inc. ($150 million), Apollo Management, L.P. ($25 million) and The Blackstone Group L.P. ($25 million). Upon completion of the transaction, affiliates of Apollo and Blackstone will exchange all of their existing convertible preferred stock for newly-issued shares of common stock and warrants to purchase common stock.
SIRIUS is the only satellite radio service bringing listeners 100 streams of the best music and entertainment coast-to-coast. SIRIUS offers 60 music streams with no commercials, along with 40 world-class sports, news and entertainment streams for a monthly subscription fee of $12.95. 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, Audiovox and Jensen, 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, Chrysler, Dodge, Jeep®, and Nissan. Automotive brands that have announced plans to start offering SIRIUS in select models include Ford, Lincoln, Mercury, Mercedes-Benz, Jaguar, Volvo, Mazda, Infiniti, MINI, Audi, Volkswagen, Land Rover and Aston Martin.
Click on www.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 Registration Statement on Form S-4 (File No. 333-101317), and amendments thereto, 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 financing in the first half of this year; 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.