TORONTO, Feb. 25 /CNW/ - Canadian Satellite Radio Holdings Inc. ("CSR"
or the "Company") (TSX: XSR) today announced the commencement of an
exchange offer (the "Exchange Offer") for all of its outstanding
US$69.8 million aggregate principal amount of 12.75 percent Senior
Notes due 2014 (the "Existing Notes"). The Existing Notes were issued
on February 10, 2006, in a private offering under Rule 144A under the
U.S. Securities Act of 1933, as amended (the "Securities Act") and
pursuant to applicable prospectus exemptions in Canada.
On November 24th, 2010, the Company and Sirius Canada Inc. ("Sirius")
entered into a securities purchase agreement (the "Purchase Agreement")
to combine the companies in an all-stock merger of equals (the
The Company will also conduct an offering of 9.75 percent Senior Notes
due 2018 (the "New Notes") to certain accredited investors in Canada,
at a price to be agreed between the Company and the purchasers (the
"Concurrent Offering"). The Concurrent Offering is expected to close on
the same day as the Exchange Offer and Merger.
National Bank Financial Inc. and Canaccord Genuity Corp. are acting as
joint-book running managers on the Concurrent Offering.
The following provides a summary of the key times and dates associated
with the Exchange Offer:
5:00 p.m., New York City time, on the third business day prior to the
close of the Merger.
Early Tender Date:
5:00 p.m. New York City time, on March 11, 2011, unless extended.
5:00 p.m. New York City time, on March 11, 2011, unless extended.
New Notes Deadline:
5:00 p.m. New York City time, on March 25, 2011, unless extended.
In exchange for each US$1,000 principal amount of Existing Notes
properly tendered (and not validly withdrawn): (i) by the Early Tender
Date, participating holders of Existing Notes will receive, at their
election: (A) the Canadian dollar equivalent of US$1,015.00 principal
amount of New Notes issued on the settlement date, (B) the Canadian
dollar equivalent of US$1,000.00 principal amount of New Notes issued
on the settlement date and a cash payment of the Canadian dollar
equivalent of US$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 US$960, (ii)
after the Early Tender Date but on or prior to the New Notes Deadline,
participating holders of Existing Notes will receive, at their
election: (A) the Canadian dollar equivalent of US$1,000 principal
amount of New Notes on the settlement date, or (B) a cash payment on
the settlement date equal to the Canadian dollar equivalent of US$960,
and (iii) after the New Notes Deadline but prior to the Expiration
Date, participating holders of Existing Notes will receive a cash
payment on the settlement date equal to the Canadian dollar equivalent
In conjunction with the Exchange Offer, the Company is soliciting
consents to certain proposed amendments to the indenture under which
the Existing Notes were issued. Adoption of the proposed amendments
requires the consent of holders of Existing Notes representing at least
a majority in aggregate principal amount of the outstanding Existing
Notes held by persons other than the Company and its affiliates.
Pursuant to lock-up agreements, we have agreed with the holders of an
aggregate of US$40.9 million principal amount of Existing Notes that,
subject to the terms and conditions of those agreements, they will
elect on or prior to the Early Tender Date to exchange their Existing
Notes for New Notes.
Completion of the exchange offer and the consent solicitation is subject
to the satisfaction or waiver of a number of conditions as set forth in
the offering circular for the Exchange Offer.
The New Notes will bear interest at the rate of 9.75% per annum payable
semi-annually commencing on the date that is six months following the
The exchange offer and the issuance of the New Notes have not been, and
will not be, registered under the Securities Act. We are offering the
New Notes only to "accredited investors" as defined in Rule 501(a) of
the Securities Act.
Equity Financial Trust Company has been appointed the exchange agent for
the exchange offer and the consent solicitation. Letters of Transmittal
and Consents and all correspondence or queries in connection with the
exchange offer should be sent to the exchange agent at the address set
Equity Financial Trust Company
200 University Ave., Suite 400
Toronto, ON M5H 4H1
This press release does not constitute an offer to purchase or sell any
securities or a solicitation of consents. Any offer to purchase or sell
securities or solicitation of consents will be made by means of an
offer to purchase or sell and consent solicitation statement and
related letter of transmittal. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such an offer, solicitation,
purchase or sale would be unlawful.
Forward Looking Statements
Certain statements included above may be forward-looking in nature. Such
statements can be identified by the use of forward-looking terminology
such as "expects," "may," "will," "should," "intend," "plan," or
"anticipates" or the negative thereof or comparable terminology, or by
discussions of strategy. Forward-looking statements include estimates,
plans, expectations, opinions, forecasts, projections, targets,
guidance or other statements that are not statements of fact. Although
CSR believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. CSR's forward-looking
statements are expressly qualified in their entirety by this cautionary
statement. Forward-looking information is provided as of the date of
this news release only, it should not be relied upon as of any other
date, and CSR assumes no obligation to update or revise this
information to reflect new events or circumstances, except as expressly
required by law. There can be no assurance that the securities purchase
agreement will receive all necessary approvals or that the proposed
transaction will be completed. Additional information, including a
thorough discussion of the risk factors that can cause anticipated
outcomes to differ from actual outcomes, will be contained in CSR's
filings with the Canadian securities regulators, available at www.sedar.com.
About Canadian Satellite Radio Holdings Inc.
To find out more about Canadian Satellite Radio Holdings Inc. (TSX:
XSR), visit www.xmradio.ca.
About SIRIUS Canada
To find out more about SIRIUS visit www.sirius.ca.
SOURCE XM Canada
For further information: