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Liberty Media (LMCA) takes the final step, and files an Application for Consent to Transfer of...

Liberty Media (LMCA) takes the final step, and files an Application for Consent to Transfer of De Jure Control with the FCC to take control of Sirius XM (SIRI). In the Application, LMCA indicates that it intends to purchase sufficient additional shares of Sirius (SIRI) common stock such that, upon conversion of its Preferred Shares, it will own more than 50% of the total outstanding shares of the company.
Comments (21)
  • Roxieanne
    , contributor
    Comments (472) | Send Message
     
    What happened to the last FCC application for the license and the spectrum? Was that denied? It was opposed by Sirius/XM.

     

    If that one was denied, is there likelihood that this new one will be approved.? FCC has 60 days to approve according to what I read.
    17 Aug 2012, 06:06 PM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    Roxieanne-

     

    "What happened to the last FCC application for the license and the spectrum? "

     

    According to Liberty's filings, "On May 30, 2012, the Reporting Person filed with the FCC a Petition for Reconsideration of the Dismissal (the “Petition”). On August 17, 2012 the Reporting Person withdrew the Petition and simultaneously filed with the FCC an application for consent to transfer de jure control of the Issuer. "
    17 Aug 2012, 06:32 PM Reply Like
  • Roxieanne
    , contributor
    Comments (472) | Send Message
     
    So Malone removed the original request on august 17th and went straight to a new request to the FCC for total control of the company via de jure control.

     

    Now the FCC must act on this one.
    Then there is also the SEC.

     

    Malone and Maffei are playing hard ball. This is a real charade imo.
    18 Aug 2012, 03:05 PM Reply Like
  • Roxieanne
    , contributor
    Comments (472) | Send Message
     
    Malone is 72 and wants "his money to grow" or to take his profits out. The question is does he want other shareholders money to grow including yours, mine and other Siri shareholders either long term or newly invested?
    18 Aug 2012, 03:10 PM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    Roxieanne-

     

    "Then there is also the SEC. "

     

    And probably HSR and FTC and maybe even some Canadian stuff.

     

    Malone and Maffei are playing hard ball. This is a real charade imo."

     

    In what sense is it a charade? I think the three M's are genuinely unhappy with each other. Mel about losing control and the others about Mel not playing ball.
    18 Aug 2012, 03:21 PM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    Roxieanne-

     

    Malone has talked publicly that he, personally, wants a premium as Liberty's largest shareholder.
    18 Aug 2012, 03:23 PM Reply Like
  • ehbrod
    , contributor
    Comments (19) | Send Message
     
    Please explain to me what difference will that make for my siri shares and the possible share price in the future?

     

    Will siri still trade as siri and perform the same function as a company?
    17 Aug 2012, 07:31 PM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    ehbrod-

     

    Maybe, maybe not... I suspect that Sirius will remain a separate entity, but it is not guaranteed. And whether it remains separate or not, i think the FCC is unlikely to allow de jure control unless Liberty agrees to the same conditions required of Sirius and XM - mainly to continue broadcasting in both spectrums. In that sense it is likley to continue the same functions. It may, however, add additional functions to take advantage of synergies envisioned by Liberty... Much speculation will be written over the next few days.
    17 Aug 2012, 07:39 PM Reply Like
  • CTSerious
    , contributor
    Comments (17) | Send Message
     
    The uncertainty in my mind as to the status and operation of SiriusXM surrounding Liberty Media potential takeover of SIRI Makes me satisfied in my decision to sell all my holding in SIRI.
    17 Aug 2012, 11:31 PM Reply Like
  • SiriusHaloWar
    , contributor
    Comments (41) | Send Message
     
    I don't see how LMCA can be denied this time... If they are able to get over 50% it is a done deal IMO.

     

    I'll be increasing my SIRI position on Monday =)
    18 Aug 2012, 05:12 AM Reply Like
  • reevessc
    , contributor
    Comments (2) | Send Message
     
    Came in at .11 cents per share. Loving all of this!
    18 Aug 2012, 05:27 AM Reply Like
  • aharwood
    , contributor
    Comment (1) | Send Message
     
    What does this mean for SIRI's share price?
    18 Aug 2012, 05:43 AM Reply Like
  • joedaq
    , contributor
    Comments (6) | Send Message
     
    if liberty takes control,is that a good or bad thing for siris stockholds.

     

    and why so.???
    18 Aug 2012, 05:44 AM Reply Like
  • joedaq
    , contributor
    Comments (6) | Send Message
     
    Im 75 retired n like to watch money grow in front of my eyes.been
    a old fan of Siri ,and hope to see it take off.
    18 Aug 2012, 05:44 AM Reply Like
  • beanboy62
    , contributor
    Comments (54) | Send Message
     
    Malone is at 48 %now and wants the FCC to give liberty de jour control of SIRI now based on liberty's stated intent--(promise??) to buy some more shares and convert some of the convertible preferred and eventually bring ownership over 50%. I believe that if the FCC gives them control before they get to over 50% would be wrong and so wrong in fact to make me believe the fix is in and was probably done when Malone had dinner with the chairman.

     

    In Business and politics it is important to "avoid the appearance of wrong doing." To give Liberty dejour control with less than 50%ownership over the objections of the target company screams of impropriety.

     

    The only Valid reason that control could be handed over to a minority holder would be if the Target company is floundering under poor management and time is of the essence to stave off impending disaster.

     

    But Siri is doing great!! and Karmizan is Objecting!!

     

    Time may very well be "of the essence "to Malone because he wants to have a say in how Siris cash and NOL's are used By Mel.
    IMO Malone may be looking to have Siri pay him the premium from siri large cash balance. He wants control now at less than 50% before the money is gone.
    The FCC should dismiss with predudice and say Just get to 50+%

     

    IMO this is a simple case of right from wrong.
    The facts of this case are so simple so as to give complete transparency.
    to give libertty control at less than 50% ownership screams of impropriety.
    and could end up in court. That wouldnt ne good for anyone.

     

    Liberty refiled so Mel --(http://bit.ly/nzQSE3) should also bre filing another objection.

     

    Sorry to rant but this scenario has me totally P- o ewd
    19 Aug 2012, 09:14 PM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    beanboy62-

     

    You are over-reacting. In order for Liberty to go over 50% they are required to get FCC permission/consent because of the licenses. There are other regulatory approvals that are also required. In the Sirius 8k (I have not yet seen the formal FCC application by Liberty, but apparently Sirius has) it states the following:

     

    "In the Application, Liberty Media indicates, among other things, that it “intends to purchase sufficient additional shares of Sirius common stock such that, upon conversion of its Preferred Shares, it will own more than 50% of the total outstanding shares of Sirius….” Liberty Media also noted that it will “have purchased sufficient shares of Sirius’ common stock and will convert its Preferred Shares such that the transfer of control will be completed within 60 days of Commission consent.” "

     

    Note that Liberty appears to be asking the FCC for permission to go to de jure control.
    20 Aug 2012, 12:22 AM Reply Like
  • beanboy62
    , contributor
    Comments (54) | Send Message
     
    Crunching numbers:

     

    thanks for the response:
    I probably did over react but it was because of a incomplete understanding due to a "out of contex " posting of the relevant part
    I did not have access to the " convert within 60 days of Commission consent: It puts a slightly better light on the request.

     

    ….” Liberty Media also noted that it will “have purchased sufficient shares of Sirius’ common stock and will convert its Preferred Shares such that the transfer of control will be completed within 60 days of Commission consent.”

     

    It still seems to me that liberty is asking for transfer of control now and promises to be at 50+% at 60 days later.
    If the Fcc approves --I hope it will make the approval contingent and effective upon reaching 50+% That seems to be what liberty is proposing.

     

    It seems reasonable to assume that will be 3 or 4 months>

     

    Let see what the siri response will be
    20 Aug 2012, 07:24 AM Reply Like
  • beanboy62
    , contributor
    Comments (54) | Send Message
     
    If liberty gets control before 50+ % It could initiate a SIRI share buy back. A buy back could put Liberty percentage of ownership over 50+% and he would not have to convert any of his preferred.
    Its important to retain all his preferred because it give liberty a stronger position on the SIRI B.O.D.

     

    If liberty is given control now it would have enough time to implement the buy-back and be over the 50% IM not sure what size buy back would be needed or if Siri has enough cash to buy back the needed amount. It could be possible that Siri could take on more debt for the sole purpose to buy back and retire shares.Liberty would get control at Siri's expense. That could be Malones premium to himself.

     

    .Crunching Numbers-- can you shed some light on this?

     

    TIA BB62
    20 Aug 2012, 08:22 AM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    beanboy62-

     

    The short answer is that Liberty is seeking FCC approval to go over 50%. Just because the FCC consents, or allows Liberty to take de jure control, does not actually give Liberty de jure control. They still need to get to majority before the de jure is effective. At least that's my interpretatation.

     

    I was planning a couple of articles on this...
    20 Aug 2012, 08:50 AM Reply Like
  • mikebz5
    , contributor
    Comments (7) | Send Message
     
    Why would the the LMCA filing have David Frear's name on it? Frear is an employee of SIRI!
    20 Aug 2012, 08:29 AM Reply Like
  • Crunching Numbers
    , contributor
    Comments (10332) | Send Message
     
    mikebz5-

     

    Sirius filed an 8k with the SEC because they were notified by Liberty of its intent to take over Sirius. That is what Frear signed.
    20 Aug 2012, 08:52 AM Reply Like
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