SiriusXM Canada Closes Offering of C$200 Million 5.625% Senior Unsecured Notes and Issues Notice to Redeem 9.75% Senior Notes

CNW Group

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

TORONTO , April 23, 2014 /CNW/ - Sirius XM Canada Holdings Inc. ("SiriusXM Canada" or the "Company") (XSR.TO), parent of Sirius XM Canada Inc., today announced the closing of its previously announced private placement of 5.625% Senior Unsecured Notes due 2021 (the "Notes") with an aggregate principal amount of C$200 million (the "Offering"). The Company will use the net proceeds of the Offering to fund the redemption of all of the Company's C$130.8 million outstanding 9.75% senior notes due 2018 (the "Existing Notes") at a redemption price equal to approximately 107.9622% of the principal amount of the Existing Notes plus accrued and unpaid interest. A notice to redeem the Existing Notes has been provided to the indenture trustee with the redemption to occur on May 23, 2014 . The remaining funds will be used for general corporate purposes, which may include a return of capital to shareholders, acquisition financing, reinvesting in the business or capital expenditures.

The Company also announced that it has obtained a commitment, subject to customary closing conditions, for a C$35 million senior secured credit facility with National Bank Canada and The Toronto-Dominion Bank. The Company expects to close the senior secured credit facility on or after May 23, 2014 following the redemption of the Existing Notes.

The Company has recently received notices from some of its significant shareholders relating to the conversion of some of their Class B voting shares for Class A subordinate voting shares. The Company understands that these conversion notices were provided in response to the previously disclosed conversion by Canadian Broadcasting Corporation of all of its Class B voting shares for Class A subordinate voting shares. To update the market, the Company highlighted the following approximate voting and equity interest of its significant shareholders based on the conversion notices provided to the Company (which is subject to change):

Sirius XM Radio Inc. (Voting: 25.0% and Equity: 37.0%)

Obelysk Media Inc. (Voting: 19.4% and Equity: 12.5%)

Slaight Communications Inc. (Voting: 19.4% and Equity: 12.4%)

Canadian Broadcasting Corporation (Voting: 13.3% and Equity: 14.0%)

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

Forward-Looking Statements

Certain statements included above may be forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as "expects," "may," "will," "should," "intend," "plan," or "anticipates" or the negative thereof or comparable terminology, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact, including with respect to the payment of dividends in the future and future performance. Although SiriusXM Canada believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct, including the use of proceeds of the Offering, the redemption of Existing Notes, the closing of the senior credit facility and savings in connection with such Offering and redemption. SiriusXM Canada's forward-looking statements are expressly qualified in their entirety by this cautionary statement. SiriusXM Canada makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by applicable law. Additional information identifying risks and uncertainties is contained in Sirius XM Canada Holdings Inc.'s filings with the Canadian securities regulators, available at www.sedar.com.

About SiriusXM Canada

Sirius XM Canada Holdings Inc. (XSR.TO) operates as SiriusXM  Canada . SiriusXM  Canada , with approximately 2.4 million subscribers, is one of the country's leading audio entertainment company and broadcasts more than 120 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM  Canada offers an array of content from the most recognized news and entertainment brands as well as every major sport including the NHL, NFL and MLB.

SiriusXM programming is available on a variety of devices including pre-installed and after-market radios in cars, trucks and boats, smartphones and mobile devices, and consumer electronics products for homes and offices. SiriusXM programming is also available online at www.siriusxm.ca and on Apple and Android-powered mobile devices.

SiriusXM  Canada  has partnerships with every major automaker and its radio products are available at more than 3,000 retail locations nationwide. To find out more about SiriusXM  Canada  (XSR.TO), visit our website at www.siriusxm.ca.

SOURCE SiriusXM Canada

Contact:

Morlan Reddock
SiriusXM Canada
416-513-7418
morlan.reddock@siriusxm.ca

Dave Mason
TMX Equicom
416-815-0700 ext 237
dmason@tmxequicom.com

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