Sirius and XM Satellite plan offerings

July 28, 2008

NEW YORK --Sirius Satellite Radio Inc. said Monday it plans to sell about $375 million of its common stock and up to $65 million more from time to time concurrently with a private offering by XM Satellite Radio Inc.

Sirius is nearing the consummation of its proposed purchase of competitor XM Satellite Radio Holdings.

XM plans to offer $550 million of notes, which will be exchangeable into shares of Sirius common stock.

Sirius' offering represents shares that the company will lend to affiliates of Morgan Stanley & Co. and UBS Investment Bank, the share borrowers, which also expect to purchase some shares. The borrowers will be required to return the shares following the maturity date of the XM notes or their earlier retirement.

The exact number of shares Sirius will offer depends on the terms of the XM offering.

Sirius has 1.5 billion shares outstanding, according to data provided by Standard & Poor's.

XM Satellite Radio Inc. plans to offer exchangeable senior subordinated notes due 2014.

The offering is part of a series of transactions to refinance debt of XM in connection with the pending merger.

The terms of the notes, including the interest rate and exchange ratio, will be determined when the offering is priced.