SIRIUS Satellite Radio Announces Pricing of Equity Offerings

SIRIUS Satellite Radio Announces Pricing of Equity Offerings

NEW YORK, July 29 /PRNewswire-FirstCall/ -- SIRIUS Satellite Radio Inc. (NASDAQ:SIRI) -- announced today the pricing of the previously announced offering of shares of its common stock. A total of 262,399,983 shares of common stock are being offered, which shares will be lent by SIRIUS to affiliates of Morgan Stanley & Co. Incorporated and UBS Investment Bank, the share borrowers, pursuant to share lending agreements between SIRIUS and each of the share borrowers. Of the 262,399,983 shares offered, 183,679,988 shares are being offered at a fixed price of $1.50 per share and the remaining 78,719,995 shares are expected to be offered from time to time after the fixed price offering at prevailing market or negotiated prices. While the borrowed shares will be considered issued and outstanding for corporate law purposes, SIRIUS believes that under U.S. generally accepted accounting principles currently in effect, the borrowed shares will not be considered outstanding for the purpose of computing and reporting earnings (loss) per share because the borrowed shares are required to be returned to SIRIUS.

The common stock offering is being conducted concurrently with a private offering by XM Satellite Radio Inc. of $550 million aggregate principal amount of 7% Exchangeable Senior Subordinated Notes due 2014 ("Notes") which will be exchangeable into shares of SIRIUS common stock at an initial exchange rate of 533.3333 shares of Sirius common stock per $1,000 principal amount of Notes, subject to adjustment in certain circumstances. The Notes have not been registered under the Securities Act or any state securities laws and may be offered or sold only to qualified institutional buyers in conformity with the requirements of Rule 144A under the Securities Act.

Morgan Stanley & Co. Incorporated and UBS Investment Bank will act as sole underwriters for the sale of the borrowed shares. A prospectus can be obtained by contacting Morgan Stanley & Co. Incorporated, 180 Varick Street, New York, NY 10014; Attention: Prospectus Department or by email at prospectus@morganstanley.com or by contacting UBS Investment Bank, Attention: Prospectus Department, 299 Park Avenue, New York, NY 10171, (888) 827-7275.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance with respect to SIRIUS Satellite Radio Inc. are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission. Among the significant factors that could cause our actual results to differ materially from those expressed are: our pending merger with XM Satellite Radio Holdings, Inc., including related uncertainties and risks and the impact on our business if the merger is not completed; any events which affect the useful life of our satellites; our dependence upon third parties, including manufacturers of SIRIUS radios, retailers, automakers and programming providers; and our competitive position versus other audio entertainment providers.

First Call Analyst:
FCMN Contact: mkaleya@joelefrank.com

Source: SIRIUS Satellite Radio Inc.

CONTACT: Media Relations, Patrick Reilly of SIRIUS, +1-212-901-6646,
PReilly@siriusradio.com, or Kelly Sullivan, +1-212-355-4449,
ksullivan@joelefrank.com, for SIRIUS; Investor Relations, Paul Blalock,
+1-212-584-5174, PBlalock@siriusradio.com, or Hooper Stevens, +1-212-901-6718,
HStevens@siriusradio.com, both of SIRIUS

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Profile: International Entertainment