6 Key Points from the Liberty / Sirius XM Deal - Merrill 101 comments
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Highly respected media analyst Jessica Reif Cohen of Merrill Lynch (now with Bank of America) issued a report Tuesday on the investment made by Liberty Media (LINTA) into Sirius XM Radio (SIRI). The report was quick and to the point, but does offer additional confirmation on some details, including the issue of when Liberty will get their shares of Sirius XM stock that equate to a 40% stake in the company.
In a listing of key points, Cohen outlines the following:
1) Total investment is $530mn
This figure was reported by numerous sources, including Sirius XM Radio.
2) Cash will be attributable to Liberty’s LCAPA tracker
This information is more geared to investors in Liberty media.
3) LMDIA is not involved and the investment does not impact the hard spin of LEI
Again, information more geared to investors in Liberty Media.
4) The first $280mn will be a secured 2012 loan at 15% under SIRI’s existing secured facility carve-out
This was widely reported, and is the cash used to pay off the February note.
5) The second $150mn is at the XMSR silo, with an incremental $100mn to purchase some of the $350mn May bank maturities
This money deals with the XM debt.
6) With the completion of the second phase, Liberty receives 12.5mn preferred shares, convertible to 40% of SIRI common, and board seats.
This issue seems to be where most people have some confusion. This is in fact where investors will see some dilution to the common stock. It is my opinion that the share count will fall between 6 billion and 6.5 billion shares upon completion of this second phase.
Cohen notes that the Liberty deal is a clear positive for Sirius XM Radio, but that there will still be some 2009 debt that this deal does not address. She notes that some questions remain regarding refinancing of the other $100mn of May XMSR bank maturities and $228mn of December XMSR converts.
While the remaining figures are substantial, they are not insurmountable, especially if the company can continue to bring about merger synergies, cut costs, and manage cash flow. With the financing albatross off their backs, the company should campaign about getting subscribers to prepay prior to the price increase. The value of the 2009 debt could well be handled with cash raised from a good marketing campaign to get subscribers to lock in rates. The deferred revenue, a liability on the books, will carry an impact on the numbers, but getting rid of debt could be a big boost.
Position: Long Sirius XM Radio
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This article has 101 comments:
Distressed deals are sausage. The panic-driven negotiations of the distressed company and the leverage of its savior often work to create both extreme and unusual provisions.
So, it is with this hope that I perused the press release of Sirius XM Radio announcing that Liberty Media would provide up to $530 million in loans to Sirius XM and receive a 40 percent stake in Sirius.
The press release was disappointing and quite short on details about the transaction. Sirius, however, also filed a Form 8-K with the Securities and Exchange Commission on Wednesday disclosing the announcement of the transaction. This is typical. Also typical was Sirius’s fuller description of the transaction in the Form 8-K itself. It was here that my search yielded some fruit.
Steven M. Davidoff, writing as The Deal Professor, is a commentator for DealBook on the legal aspects of mergers, private equity and corporate governance. A former corporate attorney at Shearman & Sterling, he is a professor at the University of Connecticut School of Law. His columns are available at The Deal Professor blog.
First, the deal is divided into two separate transactions. The first is a credit agreement for a $250 million term loan and $30 million of purchase money loans between Sirius and Liberty Media. The $250 million loan was funded Wednesday. Both loans bear an interest rate of 15 percent a year and mature on Dec. 20, 2012. The interest rate is reflective of the distress of Sirius and the risk that Liberty is taking. In fact, Sirius used these funds to repay its $175 million in convertible notes that also came due on Wednesday.
The more interesting transaction is the second one. This is a credit agreement between Sirius’s subsidiary, the old XM Satellite Radio, and Liberty Media. The XM Credit Agreement provides for a $150 million term loan with an interest at a rate of 15 percent per annum, maturing on May 1, 2011.
Unlike the first loan, this second loan does not close immediately. Instead, the funding is subject to several conditions. These include the renegotiation of XM’s other credit agreements to extend their terms and Liberty Media’s going out and purchasing in the market another $100 million of this debt.
The second loan is also conditioned on Sirius’s auditors’ not issuing any “going concern” opinion on the company with respect to its 2008 audited financials. A “going concern” caveat in an auditor opinion is code that a company is likely to go bankrupt without additional financing.
In connection with this second loan, Liberty is receiving a 40 percent interest in Sirius. Here, I was surprised that no mention of a shareholder vote was in the press release or the Form 8-K. Nasdaq MarketPlace Rule 4350(i) requires a shareholder vote when a Nasdaq-listed company issues common stock or securities convertible into common stock with a 20 percent or greater voting power.
But there is an exception that was used in the Bear Stearns and Wachovia deals under a similar New York Stock Exchange rule. A company can forgo this shareholder vote if “the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise.” I assume Sirius is relying on this exception, but if the company is going this route it is not highlighting it.
In addition, there is no explanation for why 40 percent, but I assume that it had to be below a controlling stake in order to avoid violating covenants on Sirius’s other debt.
The mechanics of the issuance of the 40 percent stake in Sirius is where it gets interesting. Liberty Media is receiving 12.5 million shares of convertible preferred stock in Sirius in connection with the loans. Upon antitrust clearance, the stock becomes convertible into common stock of Sirius.
However, the preferred stock is only issuable upon the satisfaction of the conditions to funding the XM loan, the second loan.
The result is that Sirius has a period of time during which it can find an alternative transaction. Here the form 8-K states that:
If, prior to April 15, 2009, we receive an alternative proposal that our Board of Directors concludes in good faith is a Superior Proposal … our Board of Directors may terminate the Investment Agreement in order to transact the Superior Proposal. After April 15, 2009, we may terminate the Investment Agreement if our Board of Directors determines it is in our best interests to do so…
“Superior Proposal” is defined in the Form 8-K as:
a bona fide written alternative proposal that our Board of Directors in good faith determines, after consultation with its legal and financial advisors, would, if accepted, be reasonably capable of being consummated, taking into account legal, financial, regulatory, timing and similar aspects of the proposal and the person making the proposal, and would, if consummated, result in a transaction more favorable to our stockholders from a financial point of view than the transaction contemplated by the Investment Agreement.
So, the parties have created a rather intricate structure that unwinds if a superior proposal is made and accepted before the stock issuance under the investment agreement. If such a proposal is made and accepted, the stock issuance and the second-phase loan do not occur. Liberty is also entitled to a $7 million termination fee. In addition, if a superior bid is successful, Liberty can demand that the first loan be repaid with a $14 million premium.
The end result is that while the bidding for Sirius looks over, it might not be. Sirius has negotiated an out if a superior bid is made before the second loan closes. By putting this announcement in its Form 8-K, Sirius is acting to alert the world.
The agreements for this transaction have not yet been filed with the S.E.C. In fact, they are probably still being negotiated before the deadline for filing, which is next Monday. We will know then how large the opening Sirius has preserved for itself. I suspect there will be more surprises and tricks as the lawyers struggle for every advantage.
Ultimately, though, the Sirius precedent shows that even in a distressed situation, a target can negotiate some possible out. The question I have is whether Sirius was able to do this because of bargaining leverage or an argument under Delaware law that this was necessary. The standard the Delaware Chancery Court would likely apply here would be Unocal. This requires that a board not act in a preclusive or coercive nature and that its response be reasonable in relation to the threat posed.
Here, the threat would either be corporate bankruptcy or an intervening bid. Given Sirius’s distressed situation and the 40 percent threshold, Unocal review if it applied, would likely be satisfied. This may be another reason for the 40 percent number — it prevents an argument that this issuance was preclusive or coercive.
Ultimately, though, I can’t see these parties (Mel Karmazin, the chief executive of Sirius, and John C. Malone, the chairman of Liberty) caring too much about this risk. Still, the lawyers may have played it safe.
I spent all night(no sleep) collecting data and researching what might be at play here. I think you will find I have made some startling discoveries. I reread every article from Thursday the 5th of Feb. till now. I read the SEC filing on the deal in its entirety. And I read it again. Heres what I discovered. Bare with me, this is going to be one hell of a long post, in fact I pretyped it out in word. HEHE Here goes.
I will provide all articles I comment on with links, as well credit the author.
Im going to start with the beginning and work my way forward. I will then post a conclusion and a summary of points.
As a motif, I will bold face(if it transfers, otherwise I will try to increase the font) all points of interest, and key words. I may discuss them after the quote or the paragraph topic comments after.
1. Wall Street Journal, through an unnamed leaked source close to the negotiations, leaked that ECHOSTAR CEO and DISH front man Charles Ergen had been SECRETLY buying Sirius XM debt on the open market. There were many news sources who picked up the article, all naming it as the SOLE provider of information.
Robert Holmes of marketwatch.com summarizes the article. Posted 12:21 pm off the original article that broke late that night.
www.thestreet.com/_yah...
Article takes one fact, we now know this is a true fact, and talks about what it may mean to Sirius. It is hinted that Ergen is seaking to acquire assets, or force bk. Stock soars this day. First time BK is a huge issue for this stock, one of the first mentions of it as a problem. Assumes Ergen might want assets on the cheap. Mention also that this deal would be terrible for stockholders. There is talk that he would use satellites XM has for his business.(I don’t think so, not compatible, a lie here) He could be after Sirius as simple any investment. 3 or so options are discussed. These same options are later discussed in later articles in the future.
Not much good news for stockholders really. Seems to be a hostile takeover attempt by acquiring debt, and forcing bk. Also speculated it could just me a “good investment” for Ergen, as he knows Sirius can pay the debt, which he bought for cheap.
So Day1. Heres what me know so far….
Ergen has acquired some of Sirius XM outstanding debt, don’t know how much, or what due dates, etc.. Don’t know his intentions either. Also didn’t know Sirius was worried about making their Feb. payment. Since no word, investors were left to wonder.
Key points in the article. He contradicts himself. First he will try to make Sirius appear like a failure, and in desperate need of help. Business model sucks, etc…
Then he will paint a much different picture.
Contrast.
“..Additionally, a sharp tail-off in U.S. automobile sales, which is the bread and butter of Sirius XM's business, has investors worrying about the company's viability. Sirius XM has still yet to post a quarterly profit, and during its third-quarter earnings report, several key metrics for the company weakened, including net subscriber additions, the conversion rate of auto installations, and monthly churn. “…Holmes…
This was the BK scare support. Written here.
…”EchoStar's investment further complicates matters for the company. The Journal reported that EchoStar could acquire up to 51% or more of Sirius XM's bank debt, force it into bankruptcy, and then take control of the company in the bankruptcy process. That is potentially very bad news for Sirius XM shareholders who have already owned the stock through a roughly 90% decline since the July merger…”
Heres an about face, and conjecture on why Ergen would want Sirius.
….is potentially a very attractive franchise on the cheap." …
…Moffett said that Sirius XM is a perfect candidate for a takeover by Ergen, who has targeted several high-growth businesses in the past….
Here are glowing words about Sirius, used only in context to support why Ergen would want Sirius. Yes, this author is assuming your stupid, because most of us are. They don’t mind not pulling a fast one on the few smart people out there. They probably wouldn’t invest on his opinion in the first place.
So here you have an interesting start to the news..Remember Sirius is taking off right now in trading. It gets as high as .25 cent premarket and ends up .03 cents higher for the day. This is HOURS NOW after this news has been out. More than one article picking up the story. In fact its everywhere.
All things Digital reports is the end of Sirius, or a new beginning. John Paczkowski
digitaldaily.allthings...
BK scare starts. Stock hasn’t even been trading yet this day.
Stock closes at .17 cents.
Feb. 6th. Friday…
Articles come out with more conjecture, but no new information.
Rueters and Wall Street Journal feel he is either trying to acquire assets on the cheap, or attempting to force Sirius into bk, to get control of the company. Or he is just looking to take control of the company. The amount of how much debt he holds is still unknown at this time.
I think it would be safe to say, no new information is given this day about what the deal specifics are. No fact day.
Stock goes back to .13 cents.
Saturday is a no news day. Basically we go into the weekend knowing only a couple things.
1. Ergen is buying Sirius debt.
2. Sirius MIGHT not have cash on hand to pay debt. BK word is first brought up to the main media readers.
Monday, 9th of Feb.
We find out, again no names, that Ergen offered Mel a deal IN DECEMBER. Yes, 2 months ago. Apparently it was a buy out offer that didn’t involve the common. More on that later.
It was a take over attempt only. Would have WIPEOUT COMMONSTOCKHOLDERS WE ARE TOLD.
www.thestreet.com/_yah...
…Ergen has offered to inject about $500 million into Sirius and restructure the roughly $375 million in short-term debt he holds in return for control of the company. Sirius rejected the offer. …
Ok, I take this as the offer….See if you agree with me.
$500 million.. CASH. All the bonds from Feb. and Dec. he will rework, and extend. In return he is asking for control of the company. Sirius said no. Ok fine. Well get back to this later. Just doing the timeline and facts for now. Lets move on.
More on the deal.
…While Sirius Chief Executive Mel Karmazin had boasted that the company would meet its debt obligations, given the existing tight credit market, "banks will obviously be gun shy," Moran said, adding that there remains a chance that Sirius could engage in equity-for-debt swaps, or compromise with its bondholders, "but its options are dwindling and a bankruptcy is looking increasingly likely."…
Notice the diction in this sentence.
Bankruptcy could put pressure on Charles Ergen's EchoStar (nasdaq: SATS - news - people ) which has been buying a substantial amount of Sirius XM bank debt, possibly looking to take control of the company during bankruptcy proceedings. (See "Confirmed: Echostar Is Buying Sirius' Bank Debt, Not Convertible Debt; Aiming For Control?")
This paragraph is confusing. First they say bk will put pressure on Ergen, while later is says he is trying to force bk.
This claims he didn’t even have bonds too.
www.forbes.com/2009/02...-
Story is from Forbes.com Miriam Marcus.
She wrote back to back articles on Sirius with very negative, and now we know wrong information.
She uses an interesting analyst too. Check out the company she is quoting from…
www.forbes.com/2009/02...
Stanford Group used to bash Sirius stock. Fraudelent company with no reputable business.
www.iht.com/articles/2...
That’s right…Our FRIENDS FROM THE STANFORD GROUP. That’s right, of all the companies to pull quotes from, isnt that fun stuff. Back to it….
Then we get the BK report about the working with bk lawyers.
Ok, the Stanford group thing was very interesting, but this is even more interesting.
Ok, now lets take a look at the SEC filing…
Here is a summary..
….”In connection with this second loan, Liberty is receiving a 40 percent interest in Sirius. Here, I was surprised that no mention of a shareholder vote was in the press release or the Form 8-K. Nasdaq MarketPlace Rule 4350(i) requires a shareholder vote when a Nasdaq-listed company issues common stock or securities convertible into common stock with a 20 percent or greater voting power.
But there is an exception that was used in the Bear Stearns and Wachovia deals under a similar New York Stock Exchange rule. A company can forgo this shareholder vote if “the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise.” I assume Sirius is relying on this exception, but if the company is going this route it is not highlighting it.
In addition, there is no explanation for why 40 percent, but I assume that it had to be below a controlling stake in order to avoid violating covenants on Sirius’s other debt.
The mechanics of the issuance of the 40 percent stake in Sirius is where it gets interesting. Liberty Media is receiving 12.5 million shares of convertible preferred stock in Sirius in connection with the loans. Upon antitrust clearance, the stock becomes convertible into common stock of Sirius….”
Miriam Marcus-Forbes.com
Has other Sirius articles..
Story is Sirius Serious Debt.
www.forbes.com/2009/02...
Now, NASDAQ listing rules require a stockholder vote when deciding to sell more than 20% of voting shares to any one party(or even shares that can be converted to voting shares(preferred)). Mel sold 40%. How did he get away with this? There is a special exception that if there isnt time for a vote, and the company is under “dirress”, it is allowed.
Timeline of the news is what gave it away.
1. Echostar buying debt.
2. Echostar talked to Mel in Dec.
WOWOWOWHWOO waaaiittt a minute. Really? Hmmmmmm. Doesn’t that mean Malone was called 2 seconds later. They turned down Ergens deal WHICH WAS PROBBALY BETTER THAN MALONES. Look at what he would have given. Cash, and reworked all debt. All debt of 09 paid off with less loaned than Malone was demanding. Only difference, maybe Mel keeps his job, and Malone is someone theyd rather work with. Forget the stockholders, we will railroad another screw you right up there as**s. If we fake bk, then we wont have to get approval, they wont find out about the specifics of the Ergen deal, and we can take the Malone deal. Who cares that stockholders would have jumped at the Ergen deal. They didn’t want it. So they took it from us, and sold the company out from under us.
Tactics used by market manipulators.
Media.
Lawsuits(I now feel Harleib works for a hedge fund shorting this stock)
Other points..
If you read the article about CEO of overstock.com, you will notice Mark Cuban is not a fan with these people, and went up against them. Guess who is under SEC investigation? You guessed it…
Mark Cuban.
Coincidence? Ya right.
Cramer bashes this stock daily now.
Its “worthless”
Cramer is a notorious short seller with massive hedge fund ties.
Shotgun barrel financing…
Merger agreement is a suicide contract. Id say risk court with the NAB over signing that piece of sh**. They over paid of XM. This is how they start the short…
Give a desperate company bad financing, and know about the deal before the street does.
They were well trenched into their short way before the merger was complete.
I don’t know if there is massive naked short selling on this stock, or its just from the normal short, but it doesn’t trade right, Ive always stated that from the beginning.
NITE was named by Cramer as “setting the market for Sirius”. NITE is handling the shorting obviously. Cramer is bold, and in your face. He marked up a subena from the SEC, do you think he cares about the stockholder of Sirius? Ya right.
These are all tactics described by Patrick, and I see them all in play here. Not saying its why its at .14 cents, but I would believe it if it were true,and it explains a lot.
Media bad mouths Sirius and Mel and loves Malone. Stock is worthless and Sirius has a bad business model, but Malone is a smart investor. The contradictions in the media is mindnumbing.
And the Cramer video, and more good stuff…
Jim Cramer – marketwatch…stock is worthless comment
www.thestreet.com/_yah...
Points of interest. If this is a stock show, and the common is worthless, why is Cramer covering it?
Take a shot at Mel, then laughs how NITE is controlling the stock. I almost puked when I see his face saying those words so smugly. Techincally admitting manipulation.
Douglas McIntyre - Claims the stock will be zero in a few weeks.(From last week.)
Another point..
Why did Sirius go up with all the “bad news”..
Maybe real investors know, if there a buyout offer, it might be a good deal for stockholders. Nope. We were left with the bag again.
Im tired, why the ending is less organized. I tried to get this out in time with more order, but I think Ive made my points. There are some startling things I found.
1. Mel faked the BK scare to bypass the rules.
2. Media contradicted itself its its own articles, lines away. Proves lies, and the author is not stating his convictions, just playing angles.
3. Naked short selling might be going on here.
4. One of the most corrupte companies is giving analyst opinion on YOUR stock.
5. NITE is not our friend, and is responsible for where we are now, geez Cramer is laughing to us for admitting this. SEC cant touch him, and he knows it. It’s a big joke to him, watching us lose money.
6. Echostar deal was probably better for stockholders
7. Malone and Sirius have been talking since December.
Thank you for reading my research, I hope it helped. My position now is VERY CAUTIOUS LONG. Im not buying anything there selling on this one.
Still think the end game for this stock will give an out, just not sure how high now. Keep up the faith, stay strong, and don’t let them get you down!!!!
GREAT FIND....Now check out the other stuff I found, and my proof that Mel screwed us again. Doesnt give a rats ass about us. Only cares about HIS COMPANY AND HIM RUNNING IT.
ERGEN COULD NEVER GET MORE OWNERSHIP THAN MALONE AND MALONES DEAL WAS WORSE. ONLY DIFFERENCE WAS MEL GETS TO KEEP HIS BUTT IN HIS CHAIR...PERIOD...
Thats it, Im talking to a lawyer...
This is getting ridiculous.
Naked shorting isnt bad enough, I have to have my own CEO sabatoge my company. Hed better dazzle me by Monday cc, or Im going to take some kind of action. Sick of being a stool pigeon for that evil lyer.
ANd he did the emergency bk scare ONLY to get the deal done without voter approval. So hes only kind of evil and not totally evil. Im sitting on evil and downright evil for Mel right now. Either way, I dont trust him anymore, and hes not after anything but pushing his agenda forward. Well wed better start to hear this agenda, im sick and tired of being lied to, and having my stock dragged through the dirt to cover up your inadequacies as a CEO, go make some money, and quick begging me for it. GO DO YOU JOB.
Call me when we hit .22 cents...
In addition there will be some sort of business relationship with Malones company. How and what it will be isn't known yet but I can't help but think that we are in a win win situation going forward. Malone clearly sees the upside of the sat radio industry and he got 40% of this company for about the cost ONE new sat. Good Deal, you betcha!
Any subsequent business relationship that follows between Liberty and Sirius only will add to both bottom lines, giving Sirius something towards the bottom line that most of us didn't think about even one month ago when this all started. Good deal, you betcha!
To me this deal gives Sirius credibility within the techno world. To me it has always suffered because it just didn't seem to fit in with the tech stocks on the Nasdaq. I know everyone thought about a partnership with Apple or Microsoft but somehow that never worked out, maybe its because Sirius was always viewed as a radio company and that seemed like the technology of my generation and not the technology of Generation X or Y. In addition Sirius never really marketed itself well, tending to rely on the OEM side and not retail sales of its radios. I don't want to get started on the marketing of this company, as the guys on this site know, the marketing of this company I view as nothing short of disgraceful, and if I was the number 2 guy at Sirius, I would clean house and start over with some hungry kids who know how to promote. Anyway my point is now that Sirius isn't going anywhere and can concentrate on providing the best content over the air and over the net.Now it could seek a partnership with an Apple or a microsoft, both of which has seen their stock price slide into the toliet with the recession and maybe their products are getting a little long in the tooth or have completely saturated the market. I wouldn't be shocked if one of these two companies steps up and takes out the remaining debt, and takes a stake in Sirius. Either one wuld be getting in for cheap and there would be immediate synergys between the two companies.
So in the end where does that leave us, the individual investor? well for one thing its going to be a LONG climb out of the hole that we are in. Clearly the market makers are not going to do anything in the short term to help the share price, its probably because we have so many enemies. ( so does Dick Cheney, and nothing stops him maybe we should add this SOB to the Board, he knows how to make money) my take is that we continue to buy at this price, which five years from now will seem like a gift from the God's. Average down or buy in at these prices and hold on, we will have to suffer the reverse split, I think that's going to happen, my guess is that it will take place after the remaining debt due in 2009 is paid off. But by then we will stop hearing about how our shares have been diluted, well they have, we know it and lets move on. Hopefully we can R/S to the point where we can sell option calls on a regular basis, which is why I am buying at these prices and holding because once this company shows a profit we will see growth in the share price. Once we make a profit regardless of the amount, then we will see the growth we want in the share price. I think that the Street will look at our company differently then, giving value to our spectrum, and to our other assets, including the talent that we sign going forward. Overtime we will be the dominant audio delievery system and we will crush the NAB and mainstream radio but its going to be a long fight. We need to relax and give this investment the time it needs, thats all.
Finally, we must support our company. When ever possible give the gift of Sirius to your friends and to your family, its a bargain, I have nine radios between my wife and me and I'm going to buy a new stiletto tonight for my new secretary and I will prepay her subscription for one year
If you are interested in learning more about the abuse in the system watch this slideshow on Naked Shorting....businessjive.com/n...
it is from the Sanity Check website...thesanityche...
koop
This is the most f*cked up situation I have ever come across! Without doubt absolutely criminal! There is absolute merit to a class action suit as well as a criminal suit here. I feel completely speechless! And it does not stop here. I am sure with just a bit of scratching at the surface, the entire market is oozing this same style scenario which has cost us honest by the book investors trillions! Massive conspiracy... Not a theory but a FACTt! And why has the SEC been allowed to be operated as the pawns of the criminals? Is anyone awake in our government or is everything designed as a diversion!
Jeff
Bonnie and Clyde
On Feb 19 08:10 AM bdp wrote:
> Apocalypse Now reference.
----------------------... Smart
I suggest you join Hartlieb's cause. This is exactly why we are fighting Mel. All what you site above is criminal.
On Feb 19 07:22 AM relmar2003 wrote:
> After reading the Deep Capture tail told by CEO of Overstock.com,
> Patrick Byrne, decided to go back and look over everythign again,
> in case I missed something. His story is fascinating, and I implore
> everyone here to read what he has to say.
> I spent all night(no sleep) collecting data and researching what
> might be at play here. I think you will find I have made some startling
> discoveries. I reread every article from Thursday the 5th of Feb.
> till now. I read the SEC filing on the deal in its entirety. And
> I read it again. Heres what I discovered. Bare with me, this is going
> to be one hell of a long post, in fact I pretyped it out in word.
> HEHE Here goes.
> I will provide all articles I comment on with links, as well credit
> the author.
> Im going to start with the beginning and work my way forward. I will
> then post a conclusion and a summary of points.
> As a motif, I will bold face(if it transfers, otherwise I will try
> to increase the font) all points of interest, and key words. I may
> discuss them after the quote or the paragraph topic comments after.
>
>
> 1. Wall Street Journal, through an unnamed leaked source close to
> the negotiations, leaked that ECHOSTAR CEO and DISH front man Charles
> Ergen had been SECRETLY buying Sirius XM debt on the open market.
> There were many news sources who picked up the article, all naming
> it as the SOLE provider of information.
> Robert Holmes of marketwatch.com summarizes the article. Posted 12:21
> pm off the original article that broke late that night.
> www.thestreet.com/_yah...;cm_cat=FREE&c...
>
> Article takes one fact, we now know this is a true fact, and talks
> about what it may mean to Sirius. It is hinted that Ergen is seaking
> to acquire assets, or force bk. Stock soars this day. First time
> BK is a huge issue for this stock, one of the first mentions of it
> as a problem. Assumes Ergen might want assets on the cheap. Mention
> also that this deal would be terrible for stockholders. There is
> talk that he would use satellites XM has for his business.(I don’t
> think so, not compatible, a lie here) He could be after Sirius as
> simple any investment. 3 or so options are discussed. These same
> options are later discussed in later articles in the future.
> Not much good news for stockholders really. Seems to be a hostile
> takeover attempt by acquiring debt, and forcing bk. Also speculated
> it could just me a “good investment” for Ergen, as he knows Sirius
> can pay the debt, which he bought for cheap.
> So Day1. Heres what me know so far….
> Ergen has acquired some of Sirius XM outstanding debt, don’t know
> how much, or what due dates, etc.. Don’t know his intentions either.
> Also didn’t know Sirius was worried about making their Feb. payment.
> Since no word, investors were left to wonder.
> Key points in the article. He contradicts himself. First he will
> try to make Sirius appear like a failure, and in desperate need of
> help. Business model sucks, etc…
> Then he will paint a much different picture.
> Contrast.
> “..Additionally, a sharp tail-off in U.S. automobile sales, which
> is the bread and butter of Sirius XM's business, has investors worrying
> about the company's viability. Sirius XM has still yet to post a
> quarterly profit, and during its third-quarter earnings report, several
> key metrics for the company weakened, including net subscriber additions,
> the conversion rate of auto installations, and monthly churn. “…Holmes…
>
> This was the BK scare support. Written here.
> …”EchoStar's investment further complicates matters for the company.
> The Journal reported that EchoStar could acquire up to 51% or more
> of Sirius XM's bank debt, force it into bankruptcy, and then take
> control of the company in the bankruptcy process. That is potentially
> very bad news for Sirius XM shareholders who have already owned the
> stock through a roughly 90% decline since the July merger…”
> Heres an about face, and conjecture on why Ergen would want Sirius.
>
> ….is potentially a very attractive franchise on the cheap." … <br/>…Moffett
> said that Sirius XM is a perfect candidate for a takeover by Ergen,
> who has targeted several high-growth businesses in the past…. <br/>Here
> are glowing words about Sirius, used only in context to support why
> Ergen would want Sirius. Yes, this author is assuming your stupid,
> because most of us are. They don’t mind not pulling a fast one on
> the few smart people out there. They probably wouldn’t invest on
> his opinion in the first place.
> So here you have an interesting start to the news..Remember Sirius
> is taking off right now in trading. It gets as high as .25 cent premarket
> and ends up .03 cents higher for the day. This is HOURS NOW after
> this news has been out. More than one article picking up the story.
> In fact its everywhere.
> All things Digital reports is the end of Sirius, or a new beginning.
> John Paczkowski
> digitaldaily.allthings...
>
> BK scare starts. Stock hasn’t even been trading yet this day. <br/>Stock
> closes at .17 cents.
> Feb. 6th. Friday…
> Articles come out with more conjecture, but no new information.
>
> Rueters and Wall Street Journal feel he is either trying to acquire
> assets on the cheap, or attempting to force Sirius into bk, to get
> control of the company. Or he is just looking to take control of
> the company. The amount of how much debt he holds is still unknown
> at this time.
> I think it would be safe to say, no new information is given this
> day about what the deal specifics are. No fact day.
> Stock goes back to .13 cents.
> Saturday is a no news day. Basically we go into the weekend knowing
> only a couple things.
> 1. Ergen is buying Sirius debt.
> 2. Sirius MIGHT not have cash on hand to pay debt. BK word is first
> brought up to the main media readers.
> Monday, 9th of Feb.
> We find out, again no names, that Ergen offered Mel a deal IN DECEMBER.
> Yes, 2 months ago. Apparently it was a buy out offer that didn’t
> involve the common. More on that later.
> It was a take over attempt only. Would have WIPEOUT COMMONSTOCKHOLDERS
> WE ARE TOLD.
> www.thestreet.com/_yah...;cm_cat=FREE&c...
>
> …Ergen has offered to inject about $500 million into Sirius and restructure
> the roughly $375 million in short-term debt he holds in return for
> control of the company. Sirius rejected the offer. …
> Ok, I take this as the offer….See if you agree with me.
> $500 million.. CASH. All the bonds from Feb. and Dec. he will rework,
> and extend. In return he is asking for control of the company. Sirius
> said no. Ok fine. Well get back to this later. Just doing the timeline
> and facts for now. Lets move on.
> More on the deal.
> …While Sirius Chief Executive Mel Karmazin had boasted that the company
> would meet its debt obligations, given the existing tight credit
> market, "banks will obviously be gun shy," Moran said, adding that
> there remains a chance that Sirius could engage in equity-for-debt
> swaps, or compromise with its bondholders, "but its options are dwindling
> and a bankruptcy is looking increasingly likely."…
>
> Notice the diction in this sentence.
>
> Bankruptcy could put pressure on Charles Ergen's EchoStar (nasdaq:
> SATS - news - people ) which has been buying a substantial amount
> of Sirius XM bank debt, possibly looking to take control of the company
> during bankruptcy proceedings. (See "Confirmed: Echostar Is Buying
> Sirius' Bank Debt, Not Convertible Debt; Aiming For Control?") <br/>This
> paragraph is confusing. First they say bk will put pressure on Ergen,
> while later is says he is trying to force bk.
> This claims he didn’t even have bonds too.
> www.forbes.com/2009/02...-
>
> Story is from Forbes.com Miriam Marcus.
> She wrote back to back articles on Sirius with very negative, and
> now we know wrong information.
>
> She uses an interesting analyst too. Check out the company she is
> quoting from…
>
> www.forbes.com/2009/02...
>
>
> Stanford Group used to bash Sirius stock. Fraudelent company with
> no reputable business.
> www.iht.com/articles/2... <br/>
>
> That’s right…Our FRIENDS FROM THE STANFORD GROUP. That’s right, of
> all the companies to pull quotes from, isnt that fun stuff. Back
> to it….
>
> Then we get the BK report about the working with bk lawyers.
>
> Ok, the Stanford group thing was very interesting, but this is even
> more interesting.
> Ok, now lets take a look at the SEC filing…
> Here is a summary..
> ….”In connection with this second loan, Liberty is receiving a 40
> percent interest in Sirius. Here, I was surprised that no mention
> of a shareholder vote was in the press release or the Form 8-K. Nasdaq
> MarketPlace Rule 4350(i) requires a shareholder vote when a Nasdaq-listed
> company issues common stock or securities convertible into common
> stock with a 20 percent or greater voting power.
>
> But there is an exception that was used in the Bear Stearns and Wachovia
> deals under a similar New York Stock Exchange rule. A company can
> forgo this shareholder vote if “the delay in securing stockholder
> approval would seriously jeopardize the financial viability of the
> enterprise.” I assume Sirius is relying on this exception, but if
> the company is going this route it is not highlighting it.
>
> In addition, there is no explanation for why 40 percent, but I assume
> that it had to be below a controlling stake in order to avoid violating
> covenants on Sirius’s other debt.
>
> The mechanics of the issuance of the 40 percent stake in Sirius is
> where it gets interesting. Liberty Media is receiving 12.5 million
> shares of convertible preferred stock in Sirius in connection with
> the loans. Upon antitrust clearance, the stock becomes convertible
> into common stock of Sirius….”
>
>
> Miriam Marcus-Forbes.com
> Has other Sirius articles..
> Story is Sirius Serious Debt.
> www.forbes.com/2009/02...
>
> Now, NASDAQ listing rules require a stockholder vote when deciding
> to sell more than 20% of voting shares to any one party(or even shares
> that can be converted to voting shares(preferred)). Mel sold 40%.
> How did he get away with this? There is a special exception that
> if there isnt time for a vote, and the company is under “dirress”,
> it is allowed.
>
> Timeline of the news is what gave it away.
> 1. Echostar buying debt.
> 2. Echostar talked to Mel in Dec.
> WOWOWOWHWOO waaaiittt a minute. Really? Hmmmmmm. Doesn’t that mean
> Malone was called 2 seconds later. They turned down Ergens deal WHICH
> WAS PROBBALY BETTER THAN MALONES. Look at what he would have given.
> Cash, and reworked all debt. All debt of 09 paid off with less loaned
> than Malone was demanding. Only difference, maybe Mel keeps his job,
> and Malone is someone theyd rather work with. Forget the stockholders,
> we will railroad another screw you right up there as**s. If we fake
> bk, then we wont have to get approval, they wont find out about the
> specifics of the Ergen deal, and we can take the Malone deal. Who
> cares that stockholders would have jumped at the Ergen deal. They
> didn’t want it. So they took it from us, and sold the company out
> from under us.
>
> Tactics used by market manipulators.
> Media.
> Lawsuits(I now feel Harleib works for a hedge fund shorting this
> stock)
> Other points..
> If you read the article about CEO of overstock.com, you will notice
> Mark Cuban is not a fan with these people, and went up against them.
> Guess who is under SEC investigation? You guessed it…
> Mark Cuban.
> Coincidence? Ya right.
> Cramer bashes this stock daily now.
> Its “worthless”
> Cramer is a notorious short seller with massive hedge fund ties.
>
> Shotgun barrel financing…
> Merger agreement is a suicide contract. Id say risk court with the
> NAB over signing that piece of sh**. They over paid of XM. This is
> how they start the short…
> Give a desperate company bad financing, and know about the deal before
> the street does.
> They were well trenched into their short way before the merger was
> complete.
> I don’t know if there is massive naked short selling on this stock,
> or its just from the normal short, but it doesn’t trade right, Ive
> always stated that from the beginning.
> NITE was named by Cramer as “setting the market for Sirius”. NITE
> is handling the shorting obviously. Cramer is bold, and in your face.
> He marked up a subena from the SEC, do you think he cares about the
> stockholder of Sirius? Ya right.
> These are all tactics described by Patrick, and I see them all in
> play here. Not saying its why its at .14 cents, but I would believe
> it if it were true,and it explains a lot.
>
> Media bad mouths Sirius and Mel and loves Malone. Stock is worthless
> and Sirius has a bad business model, but Malone is a smart investor.
> The contradictions in the media is mindnumbing.
> And the Cramer video, and more good stuff…
>
> Jim Cramer – marketwatch…stock is worthless comment
> www.thestreet.com/_yah...;cm_cat=FREE&c...
>
> Points of interest. If this is a stock show, and the common is worthless,
> why is Cramer covering it?
> Take a shot at Mel, then laughs how NITE is controlling the stock.
> I almost puked when I see his face saying those words so smugly.
> Techincally admitting manipulation.
> Douglas McIntyre - Claims the stock will be zero in a few weeks.(From
> last week.)
>
> Another point..
> Why did Sirius go up with all the “bad news”..
> Maybe real investors know, if there a buyout offer, it might be a
> good deal for stockholders. Nope. We were left with the bag again.
>
> Im tired, why the ending is less organized. I tried to get this out
> in time with more order, but I think Ive made my points. There are
> some startling things I found.
> 1. Mel faked the BK scare to bypass the rules.
> 2. Media contradicted itself its its own articles, lines away. Proves
> lies, and the author is not stating his convictions, just playing
> angles.
> 3. Naked short selling might be going on here.
> 4. One of the most corrupte companies is giving analyst opinion on
> YOUR stock.
> 5. NITE is not our friend, and is responsible for where we are now,
> geez Cramer is laughing to us for admitting this. SEC cant touch
> him, and he knows it. It’s a big joke to him, watching us lose money.
>
> 6. Echostar deal was probably better for stockholders
> 7. Malone and Sirius have been talking since December.
>
> Thank you for reading my research, I hope it helped. My position
> now is VERY CAUTIOUS LONG. Im not buying anything there selling on
> this one.
>
> Still think the end game for this stock will give an out, just not
> sure how high now. Keep up the faith, stay strong, and don’t let
> them get you down!!!!
. . . . . . . Marcell Marceau
btw that was attributable to Maxwell Smart
Thanks for the research. I too went on an investigative journey last night. It's all true...I am sure of it. It doesn't change the final outcome of this stock though. We just need to hope for a good bounce before the RS happens. I have stated on these boards several times before that I was a stockbroker at one time. I can tell you that there are MANY criminal entities involved in the Wall Street game, wether it be stocks, mortgages, insurance....any money making enterprise of a large nature...they are there...watching....wa... to figure out how to rob you without the majority of us even knowing they are there. This story has been going on for centuries in one form or another. Take a look at the last 25 years or so on Wall Street.....Junm Bonds...S&L's....B... Rooms( Stratton Oakmont, Sterling-Foster, etc.) Insider trading.....it's all documented....but most people think the Gov puts an end to it all. They occasionally shake out a headline or two to make it appear they are doing their job....then they turn a blind eye....like everyone does..and all these blood sucking vampires come out again and start preying on us all....figuring out the next angle they take to get in our wallets and bank accounts without our knowledge. Take a look at OIL! I'll say it again...and some will tell me I am wrong...but I'm not! Oil is now at roughly 35-37 dollars a barrel....so why is the price at the pump around $2.00....other than it being manipulated in some form by some power wielding entity. Sorry for ranting here....the bottom line is that we all should know what is going on...it should be no real surprise to a majority of us who post here..and that is why we need to keep good track of all the info we can find out there with regard to this stock. We need to be our own watchdog agency. Keep the faith...pay attention...and we will get out of this with a profit in the end.
btw....I hope many of you Cramer faithful now realize how he is the very person you need to be warned about when investing in the market. He;s not the common man's friend....not by ANY stretch of the imagination!
Just want to thank you for your post (in another discussion string) on how you're approaching the stock in the short term. I bought some a .22 and then again at .18 and was thinking about "hanging in there" and fretting about how dumb that could be.
Read you post, thought about, figured out that I could sell approximately half and if I bought the stock back at .12 and sold it at .15, I would have more gains than losses. I agree w you, if your going to play with this stock, this is a way to do it for the short term (e.g., 6 mos) future that is easier on the mind and body. Thanks again.
Relmor...thanks for all your hard work. Way beyond the call of duty and exactly why we were getting so pissed yesterday. And thanks to bdp's post my most suspicious point has been answered. Yesterday I posited..."If Ergen's offer came in December and was rejected, clearly they wouldn't have waited until the week before Feb17 to contact Malone. So why do we get another 11th hour deal which wound up f'ing shareholders in the butt?" That answer is:
>>But there is an exception that was used in the Bear Stearns and Wachovia deals under a similar New York Stock Exchange rule. A company can forgo this shareholder vote if “the delay in securing stockholder approval would seriously jeopardize the financial viability of the enterprise.” I assume Sirius is relying on this exception, but if the company is going this route it is not highlighting it.<<
They HAD to wait because otherwise in either deal there was supposed to be a stockholder approval and there would have been time. NICE MELLY MEL!!!!! You are one crafty dude!!!!!
Bdp...thanks again for your post too!!! I can at least today know I wasn't crazy...
good points on your last post. Thanks for some positive focus.
"Smithers release the hounds"
Don't forget some of the quotes from debt holders, about if Mel files for BK they will take action to "oust" him and the board. Saying something about Mel and co. trying to save themselves. I don't think they'd say that for no reason. He must have been playing the BK card to them. Also rumors that Mel says they'd prefer BK over Ergen's offer. Nice. There were TWO offers on the table and he was still playing he BK card??? come on.
Further we also now know the answer to my second biggest query from yesterday.."Why the F**K isn't the JPM May @250M extended by now? Well, now we know the answer to that that leads right back to Mel and his "options". If that JPM were extended, the rest of this deal would consummate. As long as that JPM 250M is not officially resolved, Mel keeps his "out" clauses in tact.
Now we could examine that a bit and there is one other thing I want to interject here. OK so for now, Mel withholds the new May agreement...so he can keep options on the table for at least one more week. We know he was offered 1.37/sh by Ergen(reportedly)...Hm... What if they actually are still contemlating just selling the whole damn thing...but at the right price. Potentially we could still wake up in the next week with this SP reset @ 1.37 and going higher with short cover frenzy in premarket...that's just a potential positive I wanted to throw in there and a good reason to remain fully invested at least through earnings. Speaking of. Hmmmm. No earnings announcement yet. And we know BK is off the table. We know they will not release earnings until it is forewarned by at least a week. Could it be they are still considering an outright sale of the whole pig to Ergen? Just trying to get more per share? I for one would LOOOVE that scenario....
I'm thinking about putting all my money into shotgun shells and canned goods
see my post the day the deal was announced on 2/17/09
I said Mel took the worst deal for shareholders, but the bet for his EGO
He simply got $530 M in LOANS with 15%
BUT, he got 40% of the company for nearly FREE
Read the the NASDAQ link below is the proof, why he did NOT go to the shareholders?
They have till MID april to ratify the deal or walk away. Is n't this enough time to get ShareHolders vote???
money.cnn.com/news/new...
He gave 40% of the company for 15% interest loans on $ 530 Milions .. Ergon was ready to fork $ 1.37 / share in Dec 08 = > $4.5 BILLLIONNNNS
Are n't share holders are the owners of the company???
NASDAQ is in bed with MEL and COMPANY
Why give 40% for 530 M??? is Sirius XM worth only < ONE Billion???
Remeber, it was MEL who sold shares @ $ 1.50 the day it was trading at $ 1.80 and brought us down fast 20%
Same as any other stock--min price of $5/sh, with limited downside. Probably a 1-50 split combined with a couple good quarters and credible guidance of a couple more improving quarters will get some institutional interest.
On Feb 19 10:11 AM Blah, blah, et cetera wrote:
> "What's it gonna take before the institutions start buying in?"
>
>
> Same as any other stock--min price of $5/sh, with limited downside.
> Probably a 1-50 split combined with a couple good quarters and credible
> guidance of a couple more improving quarters will get some institutional
> interest.
www.orbitcast.com/arch...
So I have to take a logical approach. I believe that the company is better off now than it was before, but, I have to see 4Q to confirm. Based on that thought and the fact that I believe someone like Malone isn't an idiot and probably saw those results I have to believe that they will be positive.
If this is true, then this has to be shakeout prior to results right?? I am still waiting to see the short interest results for 2/15. If the number comes in higher than 1/30 271M, this is a shakeout and we should see .20 - .30 next week.
If not, then why keep the price down consistently? To accumulate shares? To what end?
I began to get scared of this whole situation and contemplated selling it all at a loss but then I thought about it.
It's bad enough that there are bullets lying around for the Shorts, I'm sure as heck not going to load the gun for them.
I'll make my decision on Monday morning, no sooner.
On Feb 19 09:59 AM sl62 wrote:
> I think through relmors research and what many of us already believed,
> many of out fears about this SP are realized. And we see it now in
> what's happened. We just bounced of off .125.... .125 people. No
> way should this stock be bouncing of .125 today given Tuesdays news.
> More so, this SP should be either .25 or a bit higher if you want
> to be conservative...and I'd be comfortable with that POV. The Feb
> Notes are gone. Everyone knows the next impending hurdle is May 9,
> which also as everyone knows is a REVOLVING CREDIT BANK FACILITY.
> Jamie Dimon was just on C yesterday saying they are reworking 600M
> in existing loans (primarity home loans). Now who here will stand
> up and try to tell anyone that the JPM facility will not be extended
> by one year? Considering the tranche of Dec debt that has already
> been extended, that leaves the remaining tranche of Dec still open
> (228M). But guys..that's frigging December. so tell me logically,
> why again are we still priced at near-BK levels??? Even with the
> loopholes in this deal? Well, we know the answer to that question...
>>Silicon Alley Insider
Inside Malone's Sirius-ly Good Deal (SIRI)
Dan Colarusso|Feb. 19, 2009, 9:55 AM|
SIRI Feb 19 2009, 09:40 AM EST
0.13 Change % Change
-0.02 -11.72%
If Sirius XM can survive a little longer, John Malone might have gotten himself one sweet deal – with an end-run around shareholder approval, of course -- for saving it.
All Mel Karmazin seems to get is the chance to find another pigeon by April 15. And if Sirius’ auditors smell anything bad, Malone can walk away.<<
Notice the key phrases...>>end-... around shareholder approval<< and
>>find another pigeon by April 15<<
Now we know why Mel waited until the 11th hour. This time AND LAST in July. I had started wondering about that too...and I know we wrote about this way back when...but Mel coluldn't have just found out about his only option to finish the deal 24 hours before closing (as he himself said he did). Ahhh but now we have a pattern. He waiting again until the last minute because though he could have closed it probably July 1 or even June 1..he waited as long as possible because otherwise shareholders would have screamed bloody murder (I was not a shareholder until July). Further, my guess is since XM took the last tranche of their TERM Bank facility in June with UBS (100M)...of course Mel would let them do that @ LIBOR + 200. I would have to confirm this, but my guess is at that time Mel and SIRI (Satellite) could probably not have secured even 100M in any loans with any bank at that great rate. Guys, this is all making sense in that shareholders are an afterthought with this company. I truely think Mel thinks we're invisible and don't exist...
So it looks like we have more waiting to do. As I read more of the info and interpret what's going on, this was just another false start. It most likely keeps us away from .06 again. But no problem we will see .11 and maybe .10 at least one more time. So get your check books ready. Then come April 15, this will REALLy all be decided. That's fine. I can wait until then. Now that I know the end-game. I will be buying on all the major dips lower as I wait. Because though this was just as dress-rehersal as the Ergen rumor, we now know more of the potentialities.
1. Ergen can still buy this whole frigging pig. Any day before April 15 you could wake up and see this SP some price over 1.00 as that deal is made public. Maybe Mel wanted the 1.50 revalue and Ergen was only willing to give 1.37. Maybe they meet @ 1.45.
2. There are still holes left to be filled/comsummated in the Malone deal. By 4/15, if those are filled and all is completed in THI"S deal...then this stock will run and run hard. Not to stay...but similar to this and higher. Then it WILL get to .40. And I will be selling all in Pre.
3. We will not get any info about May banks until 4/15 now....
We can interpret the news too. Shorts just got it quicker cause they are more experienced. Next time, some of us won't be so trusting on the trigger....
Thanks :)
On Feb 19 10:19 AM cos1000 wrote:
> Check this out on Orbicast.com:
>
> www.orbitcast.com/arch...
On Feb 19 09:10 AM seri wrote:
> Cos1000
>
> Just want to thank you for your post (in another discussion string)
> on how you're approaching the stock in the short term. I bought
> some a .22 and then again at .18 and was thinking about "hanging
> in there" and fretting about how dumb that could be.
>
> Read you post, thought about, figured out that I could sell approximately
> half and if I bought the stock back at .12 and sold it at .15, I
> would have more gains than losses. I agree w you, if your going
> to play with this stock, this is a way to do it for the short term
> (e.g., 6 mos) future that is easier on the mind and body. Thanks
> again.
Read my last post. We have more clarity today than yesterday. Forget about Q numbers. The only thing to concentrate on from here is what happens with any deal that is actually made final. Q will mean nothing (as Q3 meant nothing) without final deal in ink and signed off....
I feel much better today about the short-term because nothing much really got done Tuesday. That announcement turned out to be 85% MAYBE THIS MAYBE THAT...which is nothing more than Ergens first rumors..that's why the SP has done the EXACT same thing. There was no reason for a reversal in SP sentiment, because there was little reversal or final in the announced deal. Mostly as good (or bad) as rumor...
PLUS...we can now surmise that an outright sale of the company is not yet off the table. That alone is enough for one to stay invested here until the 4/15 deadline. Alot of people have now jumped on this SP never to return again. This could also be part of the strategy before a sale is actually announced. Any sale info will be released either AH or BMO. So only those already "in" will benefit from the jump.
That's what I've been wondering about since reading the 8K...... Where's Charlie Ergen in all this.... taking his ball and going home....??? I don't think so...... This deal with Malone was originally announced as a "Bridge Loan", phase 1 is done, any new buyers who come in must pay that loan back withing days of completing the transaction, but that is why there is a phase 2, so that gives anyone close to the situation a chance to counter offer..... so as I say we still need to stay tuned and trade accordingly. It is a painful process.....
You did break that news in your hard work after hours on Tuesday. I was probabaly the first to read your findings and posted then my concern about the 7M fee/easy out for Mel...thanks for the hard work my friend...
I would now love nothing more than to see SIRI sold to Ergen for maybe 1.50/sh. After that I will say buh bye to SIRI. (OK, I'll admit I'll still trade it on the dips, but my journey back from July will be more than complete).
Looks like I need to scrape up some more loose change.
Thanks
On Feb 19 10:36 AM sl62 wrote:
> 357077...
>
> Read my last post. We have more clarity today than yesterday. Forget
> about Q numbers. The only thing to concentrate on from here is what
> happens with any deal that is actually made final. Q will mean nothing
> (as Q3 meant nothing) without final deal in ink and signed off....
>
>
> I feel much better today about the short-term because nothing much
> really got done Tuesday. That announcement turned out to be 85% MAYBE
> THIS MAYBE THAT...which is nothing more than Ergens first rumors..that's
> why the SP has done the EXACT same thing. There was no reason for
> a reversal in SP sentiment, because there was little reversal or
> final in the announced deal. Mostly as good (or bad) as rumor...
>
>
> PLUS...we can now surmise that an outright sale of the company is
> not yet off the table. That alone is enough for one to stay invested
> here until the 4/15 deadline. Alot of people have now jumped on this
> SP never to return again. This could also be part of the strategy
> before a sale is actually announced. Any sale info will be released
> either AH or BMO. So only those already "in" will benefit from the
> jump.
I thank everyone for their good research.
Start asking for FOIA information from the FCC on the Merger and SEC regarding transactions between SIRI and XM...as wel as all documents filed by SIRI since the merger!
www.fcc.gov/foia/Welco...
www.sec.gov/foia/howfo...
Makes i easier for everyone.
There is no form to file. Just send a written request to the FOIA office by e-mail (foiapa@sec.gov), fax (202-772-9337), or mail (100 F Street NE, Mail Stop 5100, Washington, DC 20549). Be sure to state your name, address, and telephone number on your request. You need not say why you want the records. Please limit a request to one subject. If records are required on more than one subject, i.e., a company or individual, please submit a request for each subject. If a request contains multiple subjects, it will be divided into multiple requests.
Just read your Orbitcast article. One thing in it I'm not buying is that they Mel was going with Ergen exlusively until Friday...then just left him hanging that late in the game. That's bs.. because it makes no sense. Why? First Mel is adversarily with Ergen. I think the last guy he would let hold that much SIRI debt was Ergen.. while Mel still had control.
Anyway good post. It just futher confirms Tuesday was just another dress-rehersal..hence the same result. I was wondering WTF??? SP action just didn't add up to such a deal announcement. Yeah..now we know, there was barely a deal!!!!
This reinstills my faith that when there actually IS a deal, whether an outright sale or just to finalized injections, this SP is going to go much higher. Mel just extended out the timeline by 60 days. OK I can wait. And as said, I am going to start focusing all my market funds right the F here... ;). This IS the chance of the year to make some great cash on Mels back. He's actually done us a favor because he's wound the spring a little tighter still. By May, many of us who stay the course can wind up with some VERY nice gains. Play a little is good, but I recommend always keeping a solid share base right here for any BMO surprises in this timeframe. Patience never more a virtue than right here....
On Feb 19 10:41 AM sl62 wrote:
> cos1000....
>
> You did break that news in your hard work after hours on Tuesday.
> I was probabaly the first to read your findings and posted then my
> concern about the 7M fee/easy out for Mel...thanks for the hard work
> my friend...
>
> I would now love nothing more than to see SIRI sold to Ergen for
> maybe 1.50/sh. After that I will say buh bye to SIRI. (OK, I'll admit
> I'll still trade it on the dips, but my journey back from July will
> be more than complete).
Why do you want us to do this?
On Feb 19 11:03 AM User 330908 wrote:
> You continue to put lipstick on this pig and pump sunshine up every
> ones ass yet we are down again today. But all is rosy here.
It will give all who worry FACTUAL information on all the occurences. Better informed people make better decisions most of the time. I am merely giving any who wish to look into the company, the link information for the ability to do so without reading the bias and BS of the MSM
It is because of posters just like the one you just called out that I posted those links....let people be proactive if they want to be.They need to stop listening to liars and idiots who show up on these boards...and do some due dilligence
I am very tempted to buy more and would love it if the shorts get screwed.
Mel has alot of money involved and I suspect he is looking out for his own interests. All the smoke and mirrors in this boggles the mind, and really has nothing to do w/ the merits or lack, of the business model. Which I actually think is a good one and could be a money machine if well run. Thanks for all the insight and analysis.
C
Taking this company private right now is doubtful considering the current debtload and nascent stage of the combined company's top line, sub growth, et al yet to materialize..But to answer your question directly, hypothetically speaking, it would suck for any shareholder who has not averaged down significantly, and it would be fruitful for anyone in down at these levels (Or accumulating down here). At the moment, no bid, public or private would be more than 1.50sh..and most likely less. But the reported Dec offering to Mel @ 1.37 (ironically the exact amount he paid for his 2M post-merger shares LOL) would seem like the most logical offering considering current debt and further dilution that has been done (and which is likely even a bit of a premium). But again, for those of us averaged and further accumulated here, 1.37 would be cartwheel time. Of course in a private offer a shareholder approval is absolutely required.
Not a problem. But I know you realize as I do, that ALOT of the shareholders have NO CLUE about the market. Tons of them actually got involved based on their love of the product.....not the stock or knowledge of the market. It is those folks I am attempting to help educate. They have all the resources they really need right here in the pages of these articles and commentary at their disposal. I hate to see people get cheated, and we were all in thier position at one time too. I have been blessed...I have a great wife, and wonderful family....and thankfully I am still employed....so I just feel compelled as you do...to help people learn how to build wealth. It isn't by depositing all your money in the bank as we all know!
heady post.
Guys...IMHO through due diligence and intelligent thought, we find ourselves just a little better off than Tuesday AM...esp as cos1000 says, Malone helped stave off immediate BK and open further possibilities. Watchng the SP this morning, it's confirmed we're right back with the penny up penny down scenario that we've been used to. Why? Because we are once again news pending. This is the best case scenario for shareholders (other than having a deal already completely signed and filed). What this does is give smart money a little more time to stage a better position, thus potentially yielding even better gains when the time is ready. And we're only talking about 4/15 the latest. Yesterday was just a shock to the system because we were all expecting that to BE THE DEAL (after a long, hard winter). It wasn't. Yet. So use this info wisely and make your decisions appropriately.
Good question. I have always been careful to quote that 1.37 as "as reported" because I at least have no confirm that actually happened. Your Orbitcast article, though still quoting "sources close to the situation" is the most indepth I've read so far as to intricasies of the deal. But again even that is "sources". I suspect the coming days wil continue to reveal more "details" of what actually happened...and when. I'm sure we don't even know the half of it yet...
>>SIRIUS XM Radio to Broadcast Exclusive Weekly Show Hosted by Iconic Bluesman B.B. King<<
LOL
thanks for your hard work. We have once again assumed control...
Why should this be easy huh? I know Mels lapel puzzle pin is for Autism. But the fact that he wears it is symbolic to all shareholders above and beyond it's representative cause. Just too appropriate...
THIS STOCK IS WORTHLESS.
We have already seen a good deal turned down(1.37) and a bad deal agreed upon(no vote) change of ownership, no say.
Why? Because Mel wants Malone and DirectTV not Ergen and DISH running his company when hes gone. Why? Dont care, dont know. Probably because the NFL is on DirectTV, they have more subs, and Malone is someone hed rather work with. So it might be better for the company long term to deal with DirectTV, but in the short term, we took the worst short term deal. Also we were denied our huge pay day. Intitutions have averaged down, they would have jumped at this deal Im sure.
Cos, I had the same question about the $1.37 price..I did not read it in any of the articles (and I read most of them) except for yahoo board and here...It just seems too coincidental to Mels last stock purchasing..
Well I dont feel so lucky right now. I dont like Mel making huge decisions for me(what my stock is worth to an outside party is never simply the CEO's job to determine in some backroom).
The directors and executive officers of Liberty Media and other persons may be deemed to be participants in the solicitation of proxies in respect of proposals to approve the transaction. Information regarding Liberty Media’s and the split-off company’s directors and executive officers and other participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials filed with the SEC.
G-SIRI
Contacts for SIRIUS XM Radio:
Media Relations
Investor Relations
Patrick Reilly
Paul Blalock
212-901-6646
212-584-5174
PReilly@siriusradio.co...
PBlalock@siriusradio.c...
Kelly Sullivan
Hooper Stevens
Joele Frank, Wilkinson Brimmer Katcher
212-901-6718
212-355-4449
HStevens@siriusradio.c...
KSullivan@joelefrank.c...
Contacts for Liberty Media Corp.:
Courtnee Ulrich
720-875-5420
About Liberty Media Corporation
Liberty Media Corporation owns interests in electronic retailing, media, communications and entertainment businesses. Those interests are attributed to three tracking stock groups: (1) the Liberty Interactive group, which includes Liberty’s interests in QVC, Provide Commerce, Backcountry.com, BUYSEASONS, Bodybuilding.com, IAC/InterActiveCorp, and Expedia, (2) the Liberty Entertainment group, which includes Liberty’s interests in The DIRECTV Group, Inc., Starz Entertainment, FUN Technologies, Inc., GSN, LLC, WildBlue Communications, Inc., and Liberty Sports Holdings LLC, and (3) the Liberty Capital group, which includes all businesses, assets and liabilities not attributed to the Interactive group or the Entertainment group including its subsidiaries Starz Media, LLC, Atlanta National League Baseball Club, Inc., and TruePosition, Inc., and minority equity investments in Time Warner Inc. and Sprint Nextel Corporation.
btw....siri is considered part of the LIberty Capital investment group....a tracking stock.
"On February 17, 2009, Liberty Media Corporation and Sirius XM Radio Inc. issued a press release announcing that they had entered into agreements pursuant to which Liberty will make an investment in Sirius XM and its subsidiaries. Liberty intends to attribute its investment in Sirius XM to its Liberty Capital tracking stock group. The press release is filed herewith as Exhibit 99.1."
Hope you got some shut eye...good work before. Keep this in mind. Yesterday we got pissed cause things weren't making any sense. We know that's not the way the Street works and somehing was not right. You cut a deal (that's final/addresses the issues) and shorts cover and b. feeders pile in. Shorts don't sell into a .20 premarket off the bat...unless it's just a rumor or incomplete deal. They get out of the way first and let it run a while because they know buyers are lined up around the block. Yesterday made no sense when we thought the deal was actually done. Now that we know it was just a partial deal with a bunch of maybes, it's easy to see why the SP had no legs. So just amounted to another headline mini-squeeze/short slam just like Ergen/BK news. Therefore, we have to deduce we have not yet seen effects from the actual deal. I now hope this SP goes even lower so I can load up on more at less money. Our timetable has been pushed back 60 days. Q means nothing now. So, whenever this deal or any deal that's actually FINAL (to either sell or preserve the co. as is), we will see the normal expected run. That never never fails. We've now seen two false starts up to .25 in pre. Actual final deal should yield about double that...maybe .40 in pre. It just has to. Yes SIRI and Mel are still hated, etc... and that will be sold into. Maybe not so quickly though next time. maybe next time we get another dime at the bell, then shorts will crash it. But I will be long gone before the crash. This is how we have to play this from here IMHO. Let Mel do his irregular thing. We have not yet seen the best payday. He's actually done us a favor. I'm going all in on this from here. Reallocating other positions into SIRI. Just makes too much sense.
Other thing about sale price. If it is true about Ergen offering Mel 1.37sh and Mel turning it down...then whatever. Remember, we could still see a hostile tender offer. If Ergen does that, that has to be the new bid price in pre. A tender has to have shareholder approval but my point is we wouldn't gamble on how long that bid would hold. We sell right into it and hit the road. Just another possible that Mel cannot control getting to shareholders--at least temporarily. Stranger things have happened!
But my main play from here is still expecting the run we expected Tuesday when any deal with Malone or Ergen finalizes all '09 debt. It's still there, we just haven't seen it yet...and now we have a gift of SP crashing to load up on. That's my take...
(I even used the two cap eyes..that's what relmor should do so he can be relmor again)...
WTF? How can they do that to you and the dawg?
relmor did the no sleep...a lot of good new info came to light the AM...no pun intended...glad to have Colonel K and dog back in the ranks...
Glad to see you back, WTF is going on ???
Who knows why they do what they do......
To the rest, OMG if I here the possibility of bankruptcy is still out there I am going to puke. Simple math, there was just over 1 billion in debt to deal with in 2009. First take 176 million of Feb converts they took out using dilution then take another 175 million that was extended that adds up to just over 300 million now take the 500 million (malone loan) that really gos to debt (30 million for fees) that leaves a total of just over 200 million for 2009 or the 250 due in May that JP morgan ownes. Now is there anyone going to tell me that could not be extended or paid in COH, come on get real. Now while I still think the deal stunk It does take any possibility of bankruptcy off the table. I would not even bother reading that publisher again if they even mention that again.
LOL