SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
XM SATELLITE RADIO HOLDINGS INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
983759-10-1
(CUSIP Number)
Lewis Fickett III, Esq.
Edwards & Angell, LLP
101 Federal Street
Boston, MA 02110-1800
(617) 439-4444
(Name, Address, and Telephone Number of person
authorized to receive notices and communications)
August 8, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the
following box: [__].
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Madison Dearborn Capital Partners III, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Virginia
Number of 7 Sole Voting Power
Shares
Beneficially 4,546,295,321*
Owned By 8 Shared Voting Power
Each
Reporting 117,123,132**
Person With 9 Sole Dispositive Power
4,546,295,321*
10 Shared Dispositive Power
117,123,132**
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,663,418.453***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
13.58%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Madison Dearborn Special Equity III, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially 100,944,132**
Owned By 8 Shared Voting Power
Each
Reporting 4,562,042*
Person With 9 Sole Dispositive Power
100,944,132**
10 Shared Dispositive Power
4,562,042*
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,663,418.453***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
13.58%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Special Advisors Fund I, LLC
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially 16,179
Owned By 8 Shared Voting Power
Each
Reporting 4,647,239.453***
Person With 9 Sole Dispositive Power
16,179
10 Shared Dispositive Power
4,647,239.453***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,663,418.453***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
13.58%****
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Madison Dearborn Partners III, L.P.
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 4,663,418.453***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,663,418.453***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,663,418.453***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
13.58%****
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 983759-10-1
1. Name of Reporting Person / I.R.S. Identification No. of Above Person
Madison Dearborn Partners, LLC
2. Check the Appropriate Box if a Member of a Group
(a) _____ (b) _____
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6. Citizenship or Place of Organization
Cayman Islands
Number of 7 Sole Voting Power
Shares
Beneficially -0-
Owned By 8 Shared Voting Power
Each
Reporting 4,663,418.453***
Person With 9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
4,663,418.453***
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,663,418.453***
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
13.58%****
14. Type of Reporting Person
CO
<PAGE>
Key
* This total of shares of Class A Common Stock $.01 par value ("Class A
Stock") of XM Satellite Radio Holdings, Inc. ("Issuer") includes the
shares of Class A Stock of which Madison Dearborn Capital Partners III,
L.P. ("MDCP") or Madison Dearborn Special Equity III, L.P. ("MDSE") may
acquire beneficial ownership upon the conversion of 48,914 shares of
8.25% Series C Convertible Redeemable Preferred Stock ("Preferred
Stock") of the Issuer which MDCP purchased August 8, 2000. At this
time, the 48,914 shares of Preferred Stock may be converted into
1,845,811.321 shares of Class A Stock.
** This total of shares of Class A Stock includes the shares of Class A
Stock of which MDCP or MDSE may acquire beneficial ownership upon the
conversion of 1,086 shares of Preferred Stock which MDSE purchased on
August 8, 2000. At this time, the 1,086 shares of Preferred Stock may
be converted into 40,981.132 shares of Class A Stock.
*** This total of shares of Class A Stock includes the Class A Stock of
which MDCP, MDSE, Special Advisors Fund I, LLC ("Special Advisors"),
Madison Dearborn III, L.P. ("MDP III") and Madison Dearborn Partners,
LLC ("MDP") (collectively, the "Reporting Persons") may acquire
beneficial ownership upon the conversion of 50,000 shares of Preferred
Stock held by MDCP and MDSE. At this time, the 50,000 shares of
Preferred Stock may be converted into 1,886,792.453 shares of Class A
Stock.
**** This value for a percentage of Class A Stock owned by Reporting Persons
reflects the shares of Class A Stock which may be acquired by Reporting
Persons upon the conversion of 50,000 shares of Preferred Stock held by
MDCP and MDSE as Class A Stock owned by Reporting Persons and as a
portion of the total number of shares of Class A Stock outstanding.
Item 1. Security and Issuer
This Statement relates to Class A Stock. The Issuer's principal executive
offices are located at 1500 Eckington Place, NE Washington, DC 20002. The
Reporting Persons (as defined below) have entered into a Joint Filing Agreement
dated August 8, 2000, a copy of which is attached hereto as Exhibit 1.
Item 2. Identity and Background
This Statement is being filed by MDCP, a Delaware limited partnership, MDSE, a
Delaware limited partnership, Special Advisors, a Delaware limited liability
company, MDP III, a Delaware limited partnership, and by MDP, a Delaware limited
liability company. MDP III is the sole general partner of MDCP, MDSE and Special
Advisors. MDP is the sole general partner of MDP III. Dispositive and voting
powers of the Securities owned by MDP III are shared by MDP and an advisory
committee of limited partners of MDP.
The principal business address of each of the Reporting Persons is Three First
National Plaza, Suite 3800, Chicago, Illinois 60602.
MDCP, MDSE and Special Advisors are principally engaged in the business of
investing in securities. MDP III is engaged primarily in the business of serving
as a general partner for MDCP, MDSE and Special Advisors. MDP is engaged
primarily in the business of serving as the general partner of MDP III.
This Statement covers the 2,776,626 shares of Class A Stock acquired by MDCP,
MDSE and Special Advisors on October 8, 1999 and the shares of Class A Stock
which MDCP and MDSE may acquire upon the conversion of the 50,000 shares of
Preferred Stock which MDSE and MDCP purchased on August 8, 2000. At this time,
the 50,000 shares of Preferred Stock may be converted into 1,886,792.453 shares
of Class A Stock.
None of the Reporting Persons nor, to the best of their knowledge, the Reporting
Persons' executive officers, managing directors or general partners (as
applicable) has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On October 6, 1999 and October 8, 1999, MDCP acquired 2,700,484 shares of Class
A Stock, MDSE acquired 59,963 shares of Class A Stock and Special Advisors
acquired 16,179 shares of Class A Stock by means of a conversion of a note and
by direct purchases. MDCP invested $24,310,208.22 in the note, MDSE invested
$539,791.78 in the note and Special Advisors invested $150,000 in the note. The
note converted into 2,622,222 shares of Class A Stock for MDCP, 58,225 shares of
Class A Stock for MDSE and 16,179 shares of Class A Stock for Special Advisors.
MDCP purchased 78,262 shares of Class A Stock for $939,144 and MDSE purchased
1,738 shares of Class A Stock for $20,856. On August 8, 2000, MDCP purchased
48,914 shares of Preferred Stock and MDSE purchased 1,086 shares of Preferred
Stock for a total purchase price of $50,000,000. The shares of Preferred Stock
may be converted into shares of Class A Stock under a formula set forth in the
Certificate of Designation filed by the Issuer with the Secretary of State of
the State of Delaware on August 8, 2000. At this time, the price at which the
shares of Preferred Stock may be converted into Class A Stock is $26.50. The
Reporting Persons' sources of funds for these acquisitions of shares were
capital contributions from the Reporting Persons' investors and working capital.
Item 4. Purpose of Transaction
MDCP acquired the 2,700,484 shares of Class A Stock, MDSE acquired the 59,963
shares of Class A Stock and Special Advisors acquired the 16,179 shares of Class
A Stock and MDCP purchased 48,914 of Preferred Stock and MDSE purchased 1,086
shares of Preferred Stock in order to demonstrate their commitment to the
Issuer's long-term business plans and objectives.
Certain of MDCP's, MDSE's and Special Advisors' rights with respect to the
Issuer are governed by an amended and restated shareholders agreement (the
"Shareholders Agreement") dated as of August 8, 2000 by and among the Issuer,
Special Advisors, MDCP, MDSE and certain other significant stockholders of the
Issuer. Certain material provisions of the Agreement are described in detail in
Item 6 below. The Shareholders Agreement is incorporated herein by reference as
Exhibit 2.
Except as described in this Item 4 and below in Item 6, the Reporting Persons do
not have any plans or proposals that relate to or would result in any of the
actions or events specified in clauses (a) through (j) of Item 4 of Schedule
13D. Notwithstanding the foregoing, and subject to the restrictions under the
Shareholders Agreement, the Reporting Persons may determine to change their
investment intent with respect to the Issuer at any time in the future. In
determining from time to time whether to sell their shares of the Issuer's Class
A Stock or Preferred Stock (and in what amounts) or to retain such shares, the
Reporting Persons will take into consideration such factors as they deem
relevant, including the business and prospects of the Issuer, anticipated future
developments concerning the Issuer, existing and anticipated market conditions
from time to time, general economic conditions, regulatory matters, and other
opportunities available to the Reporting Persons. The Reporting Persons reserve
the right to acquire additional securities of the Issuer in the open market, in
privately negotiated transactions (which may be with the Issuer or with third
parties) or otherwise, to dispose of all or a portion of their holdings of
securities of the Issuer or to change their intention with respect to any or all
of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
The Reporting Persons may be deemed to be a part of a group (within the meaning
of Section 13(d) of the Exchange Act) that is composed of the following entities
by virtue of the Shareholders' Agreement: (1) General Motors Corporation
("General Motors"); (2) DIRECTV Enterprises, Inc. ("DIRECTV"); (3) Clear Channel
Investments, Inc. ("Clear Channel"); (4) Motient Corporation ("Motient"); (5)
Telcom-XM Investors, L.L.C. ("Telcom"); (6) Baron Asset Fund, Baron iOpportunity
Fund and Baron Capital Asset Fund (collectively, "Baron"); (7) Columbia XM Radio
Partners, LLC ("Columbia XM Radio"), Columbia Capital Equity Partners III (QP),
L.P. ("Columbia Capital Equity") and Columbia XM Satellite Partners III, LLC
("Columbia XM Satellite and together with Columbia XM Radio and Columbia Capital
Equity, "Columbia"); (8) AEA XM Investors I LLC and AEA XM Investors II LLC
(collectively, "AEA"); and (9) American Honda Motor Co., Inc. ("Honda"). The
Reporting Persons expressly disclaim beneficial ownership of the shares of Class
A Stock of the Issuer held by the other members of the group, and the filing of
this Statement by the Reporting Persons shall not be construed as an admission
by the Reporting Persons that they are, for purposes of Section 13(d) of the
Exchange Act, the beneficial owner of any of the shares of Class A Stock of the
Issuer held by the other members of the group.
Based solely upon the Available Data, the Reporting Persons believe that, as of
August 8, 2000, the other members of the group beneficially owned the number of
shares of Class A Stock of the Issuer set forth in the table below, constituting
in each case that percentage of the Class A Stock of the Issuer outstanding on
August 8, 2000 set forth in the table. The Issuer's Series A convertible
preferred stock is convertible into Class A Stock on a one-for-one basis. The
Preferred Stock is convertible into shares of Class A Stock at the current
conversion price of $26.50.
Name of Beneficial Owner Number of Shares Percentage
------------------------ ---------------- ----------
MOTIENT 16,757,262 34.3%
GM 11,861,221 27.0%
DIRECTV 6,307,969 16.4%
CLEAR CHANNEL 8,329,877 25.8%
COLUMBIA 3,531,343 10.9%
TELCOM 2,661,211 8.2%
AEA 2,264,151 7.0%
HONDA 1,886,792 5.8%
BARON 2,253,314 7.0%
Except for the transactions reported in this Statement, the Reporting Persons
have not engaged in any other transactions in the Class A Stock within the past
60 days.
To the best knowledge of the Reporting Persons, none of the Reporting Persons'
executive officers, managing directors or general partners (as applicable) has
effected any transactions in the Class A Stock within the past 60 days.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) on October 8, 1999, each of General Motors and DIRECTV
acquired from the Issuer in a private placement 5,393,252 shares of the Issuer's
Series A convertible preferred stock upon conversion of $50,000,000 principal
amount (plus accrued interest) of convertible subordinated notes previously
issued to each of General Motors and DIRECTV by the Issuer, at a conversion
price of approximately $9.52 per share, (2) on October 8, 1999, each of General
Motors and DIRECTV acquired 160,000 shares of the Issuer's Class A Stock in the
Issuer's initial public offering (the "Offering"), at a purchase price of $12.00
per share, the initial public offering price of the Class A Stock, and (3) on
August 8, 2000, DIRECTV acquired 20,000 shares of the Preferred Stock at a
purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, dated June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) on October 8, 1999, Clear Channel acquired from the Issuer in
a private placement 8,089,877 shares of Class A Stock upon conversion of
$75,000,000 principal amount (plus accrued interest) of a convertible
subordinated note previously issued to Clear Channel by the Issuer, at a
conversion price of approximately $9.52 per share, and (2) on October 8, 1999,
Clear Channel acquired 240,000 shares of the Issuer's Class A Stock in the
Offering, at a purchase price of $12.00 per share, the initial public offering
price of the Class A Stock.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) on October 8, 1999, Telcom acquired from the Issuer in a
private placement 2,696,626 shares of Class A Stock upon conversion of
$25,000,000 principal amount (plus accrued interest) of convertible subordinated
notes previously issued to Telcom by the Issuer, at a conversion price of
approximately $9.52 per share, and (2) on October 8, 1999, Telcom acquired
80,000 shares of the Issuer's Class A Stock in the Offering, at a purchase price
of $12.00 per share, the initial public offering price of the Class A Stock.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) on October 8, 1999 Columbia acquired from the Issuer in a
private placement 2,696,626 shares of Class A Stock upon conversion of
$25,000,000 principal amount (plus accrued interest) of convertible subordinated
notes previously issued to Telcom by the Issuer, at a conversion price of
approximately $9.52 per share, (2) on October 8, 1999 Columbia acquired 80,000
shares of the Class A Stock in the Offering, at a purchase price of $12.00 per
share, the initial public offering price of the Class A Stock, (3) on August 8,
2000, Columbia XM Radio acquired 4,500 shares of the Preferred Stock at a
purchase price of $1,000 per share, (4) on August 8, 2000, Columbia XM Satellite
acquired 8,203.313 shares of the Preferred Stock at a purchase price of $1,000
per share, and (5) on August 8, 2000, Columbia Capital Equity acquired 7,296.687
acquired shares of the Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) in January 1999, Motient loaned the Issuer approximately $21.4
million, in exchange for shares of common stock of the Issuer and a note
convertible into additional shares of common stock of the Issuer, (2) on July 7,
1999, Motient acquired from XM Ventures, a trust established by Worldspace, all
of Worldspace's debt and equity interests in the Issuer, other than a $75
million loan from Worldspace to the Issuer, in exchange for 8,614,244 shares of
Motient's common stock, par value $.01 per share (the "Exchange Transaction"),
(3) immediately after the Exchange Transaction, the Issuer reorganized its
capital structure and the shares of common stock of the Issuer owned by Motient
were exchanged on a one-for-one basis for shares of Class B Common Stock and as
a result, Motient owned 125 shares of Class B Common Stock of the Issuer, which
constituted 100% of the outstanding Class B Common Stock, and which were the
only shares of the Issuer's capital stock then outstanding; also as part of this
reorganization, certain of the debt interests acquired by Motient in the
Exchange Transaction were exchanged for a single convertible note issued by the
Issuer, convertible into shares of the Issuer's Class B common stock, (4) in
September 1999, the Issuer effected a 53,514 for 1 stock split and as a result,
the 125 shares of Class B Common Stock then owned by Motient were exchanged for
6,689,250 shares of Class B Common Stock, (5) on October 8, 1999, upon the
completion of the Offering, all of the convertible notes of the Issuer owned by
Motient converted into 11,182,926 shares of Class B Common Stock and as a result
of this conversion, as of October 8, 1999, Motient owned an aggregate of
17,872,176 shares of Class B Common Stock, (6) on October 8, 1999, Motient
acquired 200,000 shares of the Issuer's Class A Stock in the Offering, at a
purchase price of $12.00 per share, the initial public offering price of the
Class A Stock, and (7) on January 17, 2000, Motient transferred 1,314,914 shares
of the Issuer's Class A Stock to Baron Asset Fund pursuant to the terms of a
note issued by Motient to Baron Asset Fund.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and on the Available Data, the Reporting Persons
believe that: (1) on August 8, 2000, AEA XM Investors I LLC acquired 6,869
shares of the Preferred Stock at a purchase price of $1,000 per share, and (2)
on August 8, 2000, AEA XM Investors II LLC acquired 53,131 shares of the
Preferred Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and in the Available Data, the Reporting Persons
believe that on August 8, 2000, Honda acquired 50,000 shares of the Preferred
Stock at a purchase price of $1,000 per share.
Based solely upon the information set forth in the Issuer's Registration
Statement, filed June 13, 2000, and in the Available Data, the Reporting Persons
believe that: (1) on January 17, 2000, Baron Asset Fund acquired 1,314,914
shares of the Issuer's Class A Stock from Motient pursuant to the terms of a
note issued by Motient to Baron Asset Fund, (2) on August 8, 2000, Baron Asset
Fund acquired 31,000 shares of the Preferred Stock at a purchase price of $1,000
per share, (3) on August 8, 2000, Baron iOpportunity Fund acquired 2,000 shares
of the Preferred Stock at a purchase price of $1,000 per share, and (4) on
August 8, 2000, Baron Capital Asset Fund acquired 2,000 shares of the Preferred
Stock at a purchase price of $1,000 per share.
The Reporting Persons do not know of any other person having the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Class A Stock of the Issuer beneficially owned
by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Shareholders' Agreement
Governance Provisions. The Issuer's board of directors consists of eleven
members, one of whom is selected by Telcom, one of whom is selected by General
Motors or DIRECTV, one of whom is selected by Clear Channel, one of whom is
selected by AEA Investors, five of whom are selected by Motient, and two
independent directors, one of whom must be approved by Motient, and one of whom
must be approved by a majority of the other parties to the Shareholders'
Agreement. Following receipt of approval of the FCC to transfer control of the
Issuer from Motient to a diffuse group of shareholders, the Issuer's board of
directors will consist of ten members, one of whom will be selected by Telcom,
one of whom will be selected by General Motors or DIRECTV, one of whom will be
selected by Clear Channel, one of whom will be selected by AEA Investors, three
of whom will be selected by Motient, two independent directors of recognized
industry experience and stature whose nominations must be approved by Motient
and the other parties to the Shareholders' Agreement, and one of whom will be
the Issuer's President and Chief Executive Officer. The foregoing board rights
are subject to the parties to the Shareholders' Agreement maintaining their
original investment or certain minimum share percentages in the Issuer.
Conversion of Class B Stock to Class A Stock. The Class B Stock owned by Motient
is convertible into Class A Stock, on a one-for-one basis, at any time at
Motient's discretion. In addition, under the Shareholders' Agreement, the
holders of a majority of the outstanding shares of Class A Stock, which must
include at least 20% of the public holders of the Class A Stock, may require
conversion by Motient. This conversion will not be effected, however, if the FCC
does not approve the transfer of control of the Issuer from Motient to a diffuse
group of shareholders.
Non-Competition. Motient has agreed not to compete with the Issuer in the
satellite radio business in the United States for so long as Motient holds 5% of
the Issuer's common stock and for a period of three years following any transfer
which results in Motient owning less than 5% of the Issuer's common stock.
Registration Rights Agreement
In addition to the contracts and agreements described above and in Item 4 above,
MDCP, MDSE and Special Advisors have certain registration rights with respect to
the Securities, pursuant to an amended and restated registration rights
agreement, dated as of August 8, 2000 (the "Registration Rights Agreement"), by
and among the Issuer, MDCP, MDSE and Special Advisors and certain other
stockholders named therein. Commencing July 7, 2000, certain stockholders that
are party to the Registration Rights Agreement are entitled to demand
registration with respect to their Class A Stock, including shares issuable upon
conversion of other securities. The Series C investors receive their demand
right beginning on August 9, 2000. These rights are subject to the Issuer's
right to defer the timing of a demand registration and an underwriters' right to
cut back shares in an underwritten offering. In addition to these demand rights,
following the Issuer's commencement of commercial operation, parties to the
Registration Rights Agreement holding, in the aggregate, the shares of Class A
Stock having a fair market value of not less than $25,000,000, may request the
Issuer to file a registration statement pursuant to Rule 415. The Series C
investors also have a right to demand registration upon a change of control of
the Company. Parties to the Registration Rights Agreement also have rights to
include their Class A Stock in registered offerings initiated by the Issuer,
other than an offering for high yield debt.
Item 7 Material to be Filed as Exhibits
Exhibit 1. Amended and Restated Shareholders' Agreement, dated as of August 8,
2000, by and among XM Satellite Radio Holdings Inc., Motient Corporation, Baron
Asset Fund, Baron iOpportunity Fund, Baron Capital Asset Fund, Clear Channel
Investments, Inc., Columbia XM Radio Partners, LLC, Columbia Capital Equity
Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC, DIRECTV
Enterprises, Inc., General Motors Corporation, MDCP, Special Advisors, MDSE,
American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C. (incorporated by
reference to the Issuer's to Exhibit 10.1 to Amendment No. 1 to the Issuer's
Registration Statement on Form S-1 (File No. 333-39176)).
Exhibit 2. Amended and Restated Registration Rights Agreement, dated as of
August 8, 2000, by and among XM Satellite Radio Holdings Inc., Motient
Corporation, Baron Asset Fund, Baron iOpportunity Fund, Baron Capital Asset
Fund, Clear Channel Investments, Inc., Columbia XM Radio Partners, LLC, Columbia
Capital Equity Partners III (QP), L.P., Columbia XM Satellite Partners III, LLC,
DIRECTV Enterprises, Inc., General Motors Corporation, MDCP, Special Advisors,
MDSE, American Honda Motor Co., Inc. and Telcom-XM Investors, L.L.C.
(incorporated by reference to the Issuer's to Exhibit 10.2 to Amendment No. 1 to
the Issuer's Registration Statement on Form S-1 (File No. 333-39176)).
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: August 8, 2000
Date: August 8, 2000 MADISON DEARBORN CAPITAL PARTNERS III, L.P.
By Madison Dearborn Partners III, L.P.,
its General Partner
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN SPECIAL EQUITY III, L.P.
By Madison Dearborn Partners III, L.P.,
its General Partner
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 SPECIAL ADVISORS FUND I, LLC
By Madison Dearborn Partners III, L.P.,
its Manager
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN PARTNERS III, L.P.
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN PARTNERS, LLC
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
<PAGE>
Exhibit Index
Exhibit
1. Joint filing agreement attached following this page
2. Amended and Restated Shareholders Agreement between and among MDCP,
MDSE, Special Advisors, the Issuer and certain other significant
stockholders of the Issuer is incorporated by reference from the
Issuer's registration statement filed on a form S-1/A on August 17,
2000.
3. Amended and Restated Registration Rights Agreement between and among
MDCP, MDSE, Special Advisors, the Issuer and certain other significant
stockholders of the Issuer is incorporated by reference from the
Issuer's Registration Statement filed on form S-1/A on August 17, 2000.
<PAGE>
EXHIBIT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, the undersigned agree to the joint filing of a Statement on Schedule
13D (including any and all amendments thereto) with respect to the shares of
Class A Stock, $.01 par value, of XM Satellite Radio Holdings, Inc., and further
agree that this Joint Filing Agreement be included as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party to
this Agreement to file on its behalf any and all amendments to such Statement.
Date: August 8, 2000
Date: August 8, 2000 MADISON DEARBORN CAPITAL PARTNERS III, L.P.
By Madison Dearborn Partners III, L.P.,
its General Partner
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
----------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN SPECIAL EQUITY III, L.P.
By Madison Dearborn Partners III, L.P.,
its General Partner
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
---------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 SPECIAL ADVISORS FUND I, LLC
By Madison Dearborn Partners III, L.P.,
its Manager
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
---------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN PARTNERS III, L.P.
By Madison Dearborn Partners, LLC,
its General Partner
By: /s/ Paul J. Finnegan
---------------------------------------
Paul J. Finnegan, its Managing Director
Date: August 8, 2000 MADISON DEARBORN PARTNERS, LLC
By: /s/ Paul J. Finnegan
---------------------------------------
Paul J. Finnegan, its Managing Director
