This excerpt taken from the SIRI 10-Q filed Nov 12, 2008.
XM depends on certain on-air talent with special skills. if XM cannot retain these people, its business could suffer.
XM employs or independently contracts with on-air talent who maintain significant loyal audiences in or across various demographic groups. There can be no assurance that XMs on-air talent will remain with XM or that XM will be able to retain their respective audiences. If XM loses the services of one or more of these individuals, and fails to attract comparable on-air talent with similar audience loyalty, the attractiveness of its service to subscribers and advertisers could decline, and its business could be adversely affected. If XM loses the services of one or more of them, or fails to attract qualified replacement personnel, it could harm XMs business and its future prospects.
We have agreed to issue an aggregate of 130,680,443 shares of our common stock, par value $0.001 per share, in exchange for $40,772,000 principal amount of our 21/2% Convertible Notes due 2009 (the 21/2% Notes) beneficially owned by institutional holders.
We will not receive any cash proceeds as a result of the exchange of our common stock for the 21/2% Notes, which notes will be retired and cancelled. Upon completion of these transactions we will have issued an aggregate of 262,911,513 shares of common stock in exchange for $90,772,000 aggregate principal amount of 21/2% Notes. We executed these transactions to reduce our debt and interest cost, increase our equity, and improve our balance sheet. We may engage in additional exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.
The issuance of the shares of our common stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act.
See Exhibit Index attached hereto.