XM Canada and Sirius Canada complete merger

Date Closed: 6/21/2011

Value: C$520 million

On June 21, 2011, Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada) and Sirius Canada Inc. (carrying on business as Sirius Canada) completed a combination transaction pursuant to which XM Canada acquired all of the issued and outstanding shares of Sirius Canada. The combined enterprise value of XM Canada and Sirius Canada was in excess of $500 million. Under the combination transaction, the shareholders of Sirius Canada, being the Canadian Broadcasting Corporation (CBC), Sirius XM Radio Inc. (Sirius XM) and Slaight Communications Inc. (Slaight), received shares of XM Canada from treasury. The shares issued to the shareholders of Sirius Canada represented an approximate 58% equity interest in XM Canada, on a partially diluted basis, immediately following closing of the combination transaction.

Contemporaneously with the closing of the combination transaction, XM Canada closed a refinancing transaction consisting of a private placement of 9.75% Senior Notes due 2018 (the New Notes) and an exchange offer (the Exchange Offer) for all of its outstanding 12.75% Senior Notes due 2014 (the Existing Notes). Approximately US$68.8 million aggregate principal amount of Existing Notes were accepted for exchange in the Exchange Offer. The refinancing transactions resulted in the issuance of approximately Cdn.$130.8 million aggregate principal amount of New Notes. National Bank Financial Inc., Canaccord Genuity Corp., RBC Dominion Securities Inc. and CIBC World Markets Inc. acted as agents on the private placement.

Canadian Satellite Radio Investments Inc. (the largest shareholder of XM Canada) was represented by James Elder, Anthony Milazzo, Stephen Fyfe and Matthew Certosimo of BLG.