Simpson Thacher is representing Sirius XM Radio Inc. in connection with a series of transactions to refinance 2009 debt maturities.
On February 17, 2009, Sirius entered into agreements with Liberty Media Corporation, whereby Liberty agreed to invest an aggregate of $530 million into Sirius in the form of loans and will receive a significant equity stake in Sirius XM. $250 million of such amount was funded upon signing, which allowed Sirius to repay the $172 million of debt maturing later that day. The balance of Liberty's investment will enable Sirius to complete a comprehensive refinancing of its 2009 debt maturities.
On February 13, 2009, XM Satellite Radio Holdings Inc., Sirius’ wholly-owned subsidiary, entered into a note purchase agreement whereby XM debtholders exchanged $173 million aggregate principal amount of outstanding 10% Convertible Senior Notes due December 1, 2009 of XM Holdings for a like principal amount of XM Holdings’ Senior PIK Secured Notes due 2011 in a private placement transaction. Simpson Thacher has also assisted Sirius with preparations for a potential Chapter 11 reorganization filing if the above-described refinancing transactions were not completed.
The Firm's multidisciplinary team on these transactions included Gary L. Sellers, Anthony Vernace, S.J. Gagliardi and Adam Booken (M&A); Stephen Feder, John Ericson, Lesley Peng, Grenfel Calheiros, Katherine Katsens, Victor Chai, Angela Park and Jonathan Taylor (Capital Markets); Jay Ptashek, Vanessa Bressler, Erik Hepler, Marisa Ma, Daniel Layfield and Jean Park (Credit); Steve Todrys, Marcy Geller, Sean Austin and Chang Won Choi (Tax); Alvin Brown and Rachel Berry (Executive Compensation & Employee Benefits); Lori Lesser and Marcela Robledo (IP); and Mardi Merjian (Real Estate). The Simpson Thacher reorganization team included Mark Thompson, Elisha Graff, Anne Knight and Nick Baker (Bankruptcy); and Joseph McLaughlin, George Choundas, Abigail Hazlett, Devin Ryan, Don Conklin and Janelle Filson (Litigation). Paralegals Hayley Jodoin, Michael McLaughlin and Kathryn Reusi also provided invaluable assistance.