New Issue: XM sells upsized $525.75 million 11¼% four-year notes at 95.093 to yield 12 7/8%

By Paul A. Harris

St. Louis, June 25 - XM Satellite Radio Inc. priced an upsized $525.75 million issue of 11¼% four-year senior secured notes (Caa1/B/) at 95.093 to yield 12 7/8% on Thursday, according to an informed source.

The yield was printed in the middle of the 12¾% to 13% yield talk. The issue price came toward the cheap end of talk, which called for a discount of 4 points to 5 points.

J.P. Morgan Securities Inc. ran the books for the Rule 144A for life issue, which was upsized from $350 million.

Proceeds will be used to repay the New York-based satellite radio company's first-lien credit facilities, with the balance to be used for general corporate purposes.

Issuer:	XM Satellite Radio Inc.
Face amount:	$525.75 million, upsized from $350 million
Proceeds:	$499.95 million (approximate)
Maturity:	June 15, 2013
Security description:	Senior secured notes
Bookrunner:	J.P. Morgan Securities Inc.
Coupon:	11¼%
Price:	95.093
Yield:	12 7/8%
Spread:	1,057 bps
Call features:	Make-whole at Treasuries plus 50 bps until June 15, 2011, then callable at 105.625, par on and after June 15, 2012
Change-of-control put:	101%
Trade date:	June 25
Settlement date:	June 30
Ratings:	Moody's: Caa1
	Standard & Poor's: B
Distribution:	Rule 144A for life/Regulation S
Price talk:	12¾% to 13% yield with 4 to 5 points OID

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