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This excerpt taken from the SIRI 10-Q filed May 11, 2009. Investment Agreement On February 17, 2009, we entered into an Investment Agreement (the “Investment Agreement”) with Liberty Media. Pursuant to the Investment Agreement, we agreed to issue to Liberty Radio, LLC 12,500,000 shares of Series B Preferred Stock with a liquidation preference of $0.001 per share in partial consideration for certain loan investments. The Series B Preferred Stock was issued on March 6, 2009. The Series B Preferred Stock is convertible into 40% of our outstanding shares of common stock (after giving effect to such conversion). Liberty Radio, LLC has agreed not to acquire more than 49.9% of our outstanding common stock for three years from the date the Series B Preferred Stock was issued, except that Liberty Radio, LLC may acquire more than 49.9% of our outstanding common stock at any time after the second anniversary of such date pursuant to any cash tender offer for all of the outstanding shares of our common stock that are not beneficially owned by Liberty Radio, LLC or its affiliates at a price per share greater than the closing price of the common stock on the trading day preceding the earlier of the public announcement or commencement of such tender offer. The Investment Agreement also provides for certain other standstill provisions during such three year period. The holder of our Series B Preferred Stock is entitled to appoint a number of our board of directors proportionate to its ownership levels from time to time. This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Investment
Agreement
On February 17, 2009, we entered into an investment
Agreement (the “Investment Agreement”) with Liberty
Radio, LLC, an indirect wholly-owned subsidiary of Liberty Media
Corporation. Pursuant to the Investment Agreement, we agreed to
issue to Liberty Radio, LLC 12,500,000 shares of
convertible preferred stock with a liquidation preference of
$0.001 per share in partial consideration for the loan
investments described herein. The preferred stock was issued on
March 6, 2009, as described below. See “Relationship
with Liberty Media — Issuance of the Preferred
Stock”.
The preferred stock is convertible into 40% of our outstanding
shares of common stock (after giving effect to such conversion).
Liberty Radio, LLC has agreed not to acquire more than 49.9% of
our outstanding common stock for three years from the date the
preferred stock was issued, except that Liberty Radio, LLC may
acquire more than 49.9% of our outstanding common stock at any
time after the second anniversary of such date pursuant to any
cash tender offer for all of the outstanding shares of our
common stock that are not beneficially owned by Liberty Radio,
LLC or its affiliates at a price per share greater than the
closing price of the common stock on the trading day preceding
the earlier of the public announcement or commencement of such
tender offer. The Investment Agreement also provides for certain
other standstill provisions during such three year period.
The rights, preferences and privileges of the preferred stock
are set forth in the Certificate of Designations of Convertible
Perpetual Preferred Stock, Series
B-1 (the
“Certificate of Designations”), filed with the
Secretary of State of the State of Delaware. The holder of our
preferred stock is entitled to appoint a proportionate number of
our board of directors based on its ownership levels from time
to time. The Certificate of Designations also provides that so
long as at least 6,250,000 shares of
Series B-1
Preferred Stock are outstanding, we need the consent of the
holder of the
Series B-1
Preferred Stock for certain actions, including:
The preferred stock, with respect to dividend rights, ranks on a
parity with our common stock, and with respect to rights on
liquidation,
winding-up
and dissolution, ranks senior to our common stock. Dividends on
the preferred stock are payable, on a non-cumulative basis, as
and if declared on our common stock, in cash, on an as-converted
basis.
Table of Contents
This excerpt taken from the SIRI 10-K filed Mar 10, 2009. INVESTMENT AGREEMENT dated as of February 17, 2009 between Sirius XM Radio Inc. and Liberty Radio, LLC
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