Canadian Satellite Radio 12¾% notes exchange offer to end June 16

By Jennifer Chiou

New York, June 14 - Canadian Satellite Radio Holdings Inc. announced a June 16 expiration date and the receipt of tenders from holders $68.83 million of its $69.8 million of 12¾% senior notes due 2014 in the exchange offer for the securities.

When the offer was announced in February, it was stated that the exchange would end at 5 p.m. ET on the third business day prior to the close of the merger between the company and Sirius Canada Inc. The merger is set to close on June 21.

As reported, the company is offering new 9¾% senior notes due 2018 in exchange for the existing notes.

Canadian Satellite Radio is also conducting an offering of the new notes to accredited investors in Canada at a price to be agreed upon between the company and the purchasers. The concurrent offering is expected to close on the same day as the exchange offer.

The early tender date was 5 p.m. ET on March 11, and the new notes deadline was at 5 p.m. ET on March 25.

In exchange for each $1,000 principal amount of notes tendered by the early tender date, holders will receive, at their election: (a) the Canadian dollar equivalent of $1,015 principal amount of new notes issued on the settlement date, (b) the Canadian dollar equivalent of $1,000 principal amount of new notes issued on the settlement date and a cash payment of the Canadian dollar equivalent of $7.50 on the fifth business day following each of the early tender date and the settlement date or (c) a cash payment on the settlement date equal to the Canadian dollar equivalent of $960.

In exchange for each $1,000 principal amount of notes tendered after the early tender date but prior to the new notes deadline, holders will receive, at their election: (a) the Canadian dollar equivalent of $1,000 principal amount of new notes issued on the settlement date or (b) a cash payment on the settlement date equal to the Canadian dollar equivalent of $960.

In exchange for each $1,000 principal amount of notes tendered after the new notes deadline but prior to offer expiration, holders will receive a cash payment on the settlement date equal to the Canadian dollar equivalent of $960.

Consent solicitation

Canadian Satellite Radio is additionally soliciting consents to some proposed amendments to the note indenture. The adoption of the proposed amendments requires the consent of the holders of at least a majority of the outstanding notes held by persons other than the company and its affiliates.

The company already said that it reached lock-up agreements with the holders of $40.9 million principal amount of the notes. These holders agreed to exchange their notes for new notes by the early tender date.

The companies entered into the securities purchase agreement to combine in an all-stock merger on Nov. 24, 2010. On Feb. 17, Canadian Satellite Radio obtained shareholder approval, and the Canadian Radio-television Telecommunications Commission rendered its regulatory approval on April 19.

The exchange agent is Equity Financial Trust Co. (416 361-0152, 866 393-4891 or corporateactions@equityfinancialtrust.com).

National Bank Financial Inc. and Canaccord Genuity Corp. are the bookrunners for the concurrent offering of notes.

Toronto-based Canadian Satellite Radio is the parent of XM Canada.

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