XM Satellite Radio Holdings Inc - Current report filing (8-K)
28 Julho 2008 - 7:33AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 28, 2008 (July 28, 2008)
Date of Report (Date of earliest event reported)
XM SATELLITE RADIO HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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0-27441
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54-1878819
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification Number)
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1500 Eckington Place, N.E.
Washington, DC 20002
(Address of principal executive offices, including zip code)
(202) 380-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 7.01
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Regulation FD Disclosure.
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In connection with presentations being made relating to the financing of the previously
announced merger of XMSR with a wholly-owned subsidiary of Sirius
Satellite Radio Inc. (“Sirius”), XMSR has
furnished certain information attached hereto as Exhibit 99.1 to potential investors.
The information set
forth under
“Item 7.01 Regulation FD Disclosure”
and Exhibit 99.1 is intended to be furnished
pursuant to Item 7.01. Such information, including
Exhibit 99.1 attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such filing. The furnishing of this
information pursuant to Item 7.01 shall not be deemed an admission by XMSR as to the materiality of
such information.
On July 28, 2008, XMSR issued a press release announcing that XM
Satellite Radio Inc., its wholly-owned subsidiary (“XM Radio”), is
launching an offering of $550 million aggregate principal amount of
Exchangeable Senior Subordinated Notes due 2014. The offering is part of a series of transactions to
refinance certain debt of XM Radio in connection with
the previously announced merger of XMSR with a wholly-owned
subsidiary of Sirius. A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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99.1
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Regulation FD
Disclosure.
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99.2
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Press
Release dated July 28, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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XM SATELLITE RADIO HOLDINGS INC.
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Dated: July 28, 2008
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By:
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/s/
Joseph M. Titlebaum
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Name:
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Joseph M. Titlebaum
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Title:
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General Counsel and Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Regulation FD Disclosure.
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99.2
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Press
Release dated July 28, 2008.
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