July 25, 2008

By By Jeffrey Yorke, R&R

The FCC Enforcement Bureau's Consent Decree with Sirius and XM is circulating among the FCC's five commissioners and is expected to be accepted by a narrow majority by Friday (July 25).

With that acceptance is commissioner Deborah Taylor Tate's likely vote in favor of the merger, predicated on probably the same conditions embraced by both chairman Kevin Martin and commissioner Robert McDowell.

Those close to the negotiations say that the two satellite giants could actually finalize their merger on Friday. However, R&R has learned that one kink in the deal could be that XM would need to complete its new senior note offering that it unveiled Thursday morning (July 24) worth $778.5 million. The notes bear interest at an annual rate of 13% and have an effective yield of 16%. XM should see gross proceeds of $700.1 million from the sale of the notes before deducting the initial purchasers' discounts and commissions and estimated offering expenses.

The new notes will be guaranteed by XM Satellite Radio Holdings Inc. and certain subsidiaries.

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