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Dennis Costa
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I am a writer for New Market Players and Chief Editor and site owner. I follow the Satellite Radio and Media Industry and write about current events, providing due diligence to investors and observers of the companies that operate in the audio entertainment sector. I have followed Sirius XM... More
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  • Sirius XM Radio Files Certificate Of Ownership And Merger —Completes Merger

    By Dennis “Cos” Costa

    Sirius XM Radio, Inc. (NASDAQ: SIRI) filed an SEC Form 8-K on January 12th, 2011, which contained all documents necessary to merge its wholly-owned subsidiary XM Satellite Radio Inc. (“XMSR”), with and into the parent company. The “Company”, Sirius XM Radio Inc., as the surviving corporation of the merger, in a material modification to rights of security holders, stated that the merger complies with all covenants and conditions precedent contained in  XMSR and the parent’s pertinent debt instruments. This includes all applicable leverage ratio tests.

    In this 8-K filing, the Company included a Certificate of Ownership and Merger, five Supplemental Indenture to Indentures for all of XMSR outstanding debt, and a Collateral Agreement relating to the Sirius XM Radio’s 9.75% Senior Secured Notes due 2015. All of the details included in the documents can be found in the Form 8-K’s, Item 9.01 Financial Statements and Exhibits, and are dated January 12th, 2011.

    Contained in the certificate of ownership and merger, were a list of facts relating to the merger and resolutions made by the Board of Directors (BOD), that were adopted on December 7th, 2010. In summary, these facts and resolutions basically outlined that:

    • All shares of XMSR are owned by the Company and would be canceled upon the merger completion.
    • That the BOD deemed the merger in the best interest of the Company and its shareholders
    • That all classes of the Company’s stock will remain unchanged and have full value to the holders of the stock prior to the merger, after the merger is complete
    • That the Merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code of 1986.  That the Merger is hereby approved and adopted as a plan of reorganization for purposes of Sections 354 and 361 and any action necessary to effect such tax treatment be authorized and approved.

    This filing represents the final phase and completion of a nearly 2-1/2 year process that the company has been undertaking since the FCC approved the merger of equals in August, 2008. The second phase to this merger and consolidating of the parts, was filed on another SEC Form 8-K, on April 16th, 2010, when XM Satellite Radio Holdings was merged into and with XM Satellite Radio Inc.

    With this filing, the company has now completed the merger process. Investors and observers are now looking forward to getting a report on how the company performed in its fourth quarter of 2010, and getting guidance for its operating and financial expectations for 2011.

    For a Discussion of This Article and Other Topics, Join our Community @ New Market Player Forums

    Position: Long SIRI

    Contact the Author At:

    Disclosure: I am long SIRI.
    Jan 12 11:16 PM | Link | Comment!
  • Sirius XM Radio (SIRI) And Howard Stern Reach A Five Year Deal

    by Dennis “Cos” Costa     (see update)

    Well the deal is finally done. As announced on Howard Stern’s radio show this morning on Sirius XM Radio (NASDAQ: SIRI) channel 100, Stern released the information that a Five-Year-Deal had been reached. The details were not revealed as to the financial cost or programming details. Howard did say the he was very pleased to have the deal done, and now is awaiting the completion of negotiations with other members of his team before being able to give any more information.

    To investors and fans alike, this represents another milestone reached by the company in retaining unique and premium content that has made the Satellite Radio Company popular during the last several years. On November 30th the company also announced that it had reached an agreement with the NFL for another five years, through end of the 2016 football season.

    The company continues to show growth in its subscriber base, marking its 20 million subscriber milestone with a celebration, spotlighting Paul McCartney to a closed audience at the Apollo Theater in New York City on December 13th.

    Listen to the Howard Stern show for more detail, as Mel Karmazin, CEO of Sirius XM  had promised. This news takes much of the risk out of the equation from a Premium Content perspective, leaving investors and analysts to await the financial details to measure the impact on operations over time. Removing risk is most always a good thing.

    Up-date:  Howard announced that his programming will also now be available on all of the Smart-phone Applications, which represents a significant programming access change under the new contract.

    Position: Long SIRI

    Disclosure: I am Long SIRI.
    Dec 09 9:00 AM | Link | 2 Comments
  • Sirius XM (SIRI) And The NFL Announce 5-Year Extension Agreement

    by Dennis “Cos” Costa

    On Tuesday, November 30th, Sirius XM Radio (NASDAQ: SIRI) and the National Football League (NFL) announced that an agreement to extend their Satellite Broadcast and Marketing Agreement had been reached. The NFL and Sirius have agreed to a five-year extension that will carry through the 2016 Super Bowl.

    Sirius XM has been the satellite radio partner of the NFL since 2004 and will now continue to broadcast every NFL game live, nationwide, from preseason action through the Super Bowl for five additional seasons, beginning after the conclusion of this season’s Super Bowl in January 2011.

    The extension includes every NFL game, plus SIRIUS NFL Radio, the only 24/7 radio channel dedicated to the NFL. The big addition to this agreement is that SIRIUS and XM will be streaming every NFL game on-line for their subscribers, bringing another option for customers to listen to their favorite teams.

    “We are pleased to continue our partnership with Sirius XM. They have been an excellent partner and have become part of NFL fans’ daily lives, not only on game day, but throughout the year”

    Steve Bornstein, NFL Executive Vice President of Media

    The streaming on-line coverage will begin with the 2011 season. NFL Radio can be heard on channel 124, and features exclusive daily talk shows hosted by NFL experts, interviews with players, coaches and executives from around the league. In addition, in-depth coverage of the NFL draft, training camps, and NFL Network programming is provided. The deal also provides Sirius XM to rights to use the NFL “shield” logo and collective NFL team trademarks.

    “The NFL is a terrific partner and we’re very pleased to continue to work with them to provide both Sirius and XM listeners the kind of top-notch NFL programming that their fans have come to expect. The NFL has been and will continue to be one of the major tent poles of Sirius XM’s Lineup. Sirius and XM will give fans around the country a fully portable and comprehensive way to follow their favorite team and everything happening around the league.”

    Scott Greenstein, President and Chief Content Officer

    This announcement comes on the heels of Sirius XM Radio announcing that they have reached a major milestone of over 20 million subscribers. In a press release the company reported that they would be celebrating this record making event, as previously announced, with a special subscriber-only broadcast of an exclusive Paul McCartney concert at the Apollo Theater in New York City on December 13th 2010.

    “Reaching and surpassing 20 million subscribers is a significant milestone for us. We have added the last 10 million subscribers faster than the first 10 million –despite a tremendously competitive environment — representing a strong endorsement of our service and our programming by discerning consumers who want and demand the best in audio entertainment. As a leader in audio entertainment, Sirius XM has assembled the best content, personalities, and entertainers that satisfy our subscribers’ diverse interests.”

    Mel Karmazin, CEO of Sirius XM

    With this announcement, the company is filling in the missing pieces of its programming contract renewal process. The NFL is an important piece of that unique content puzzle. Howard Stern is still in negotiations with the company, with his five year contract coming to end later in December of this year. There has been much anticipation by investors and fans alike regarding Stern’s pending decision, and what that contract might entail. Most believe that Howard Stern’s re-signing is a done deal, but confirmation by either the company or Stern has yet to be made.

    Position: Long SIRI

    Contact the Author

    Disclosure: Position Long Sirius
    Nov 30 11:44 AM | Link | 2 Comments
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