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Clarifying Sirius Ambiguities over Liberty Shares

First of all some people are getting confused with outstanding shares and issued shares. At present because the other shares are not issued Liberty will get 40% of the total amount issued up to that time. For instance if SIRIXM where to issue another billion shares before Liberty converts then Libertys stake would then go from 2.6 to 3 billion if they convert just after. So lets say the vote to approve the extra billion shares gos through then the most SIRIXM can issue is 5.4 billion, leaving 3.6 billion in reserve waiting for liberty to convert.

Clarifying Sirius Ambiguities over Liberty Shares

relmar, I am sorry I was in a hurry had to leave. It is at present 8 billion shares and if this extra billion gets approved then it will be 9 billion. I just got the 8s and 9s messed up. The 4 billion and 6.6 billion when Liberty converts (2.6 Billion aprox 40%) is correct though. That is why Brandon has the figures he has and that is why people that dont get what he is trying to say are morons.


tabularasa, It is a clear as a bell what Brandon is saying and if you cant get that then you really should keep your money in the bank or under the mattress. You just had Brandon here why did he not clearify it for you or why didn't you just ask him yourself. I'll tell you why he didn't because I am totally correct in what he was saying and the last thing he is going to do is say I am correct.

Clarifying Sirius Ambiguities over Liberty Shares

P.S. with that extra billion that brings the total to 9.8 billion. of possible issued shares.

Clarifying Sirius Ambiguities over Liberty Shares

burnout, if you think logically about this whole thing it is simple. First there is no mention of any shares being returned. For the same reason there is no mention of the 30 million being returned both are considered a fee. Second as stated before Liberty can convert those shares at any time they want. I did not see anywhere in there saying that the shares could not be converted until Dec. of 09. One would think that that would have to be in there other wise Liberty could convert now and start to sell the shares and how does SIRIXM get shares back from liberty they no longer own. You dont need to be "homer985" (who by the way also agrees that it is a done deal when it comes to the shares, that they are Libertys) to figure this out, it only takes some common sense.

Clarifying Sirius Ambiguities over Liberty Shares

burnout, First this

Upon expiration of the applicable waiting period under the Hart-Scott-Rodino Act, the preferred stock will be convertible into 40% of our outstanding shares of common stock (after giving effect to such conversion). Issuance of the preferred stock is subject to the satisfaction of certain conditions, including the conditions to funding under the XM Credit Agreement described below.

That is done and they are able to convert at any time.


Here is another little tid bit to chew on;

The preferred stock will be issued concurrently with the funding under the XM Credit Agreement described below. The rights, preferences and privileges of the preferred stock will be set forth in a Certificate of Designations to be filed with the Secretary of State of the State of Delaware. The preferred stock is convertible at any time, at the option of the holder, into shares of our common stock equal to 40% of our outstanding common stock (after giving effect to such conversion).


You do understand now right.

Clarifying Sirius Ambiguities over Liberty Shares

connorport, I am not going to even start to speculate what Liberty is planning on doing with the 12.5 million prefered shares. What I do know is that they are Libertys reguardless of what debt SIRIXM wants to pay off.

Clarifying Sirius Ambiguities over Liberty Shares

holmesnmanny, Can you even read this is the 3rd paragraph down, look at the end of it.

"The Liberty deal had two specific phases that dealt with two very specific issues. The preferred shares were part of phase 2, and are not reversible. The loan terms are reversible, but the shares would not be a part of any such reversal. Again, the 12.5 million shares are in the control of Liberty, and will be until such time that Liberty decides to convert and sell them."


Besides that, it does not matter they can convert them at any time of their choosing. There is not anything SIRIXM can do to stop it. You really should get off the Brandon band wagon and do your own research. Read the agreement for yourself, Not just the SEC filing of it. You will realize Brandon is off his rocker.

Sirius: A Deeper Look at the Liberty Deal

sl62, I dont trust ether of them. Let me tell you, Malone did not get to where he is by being a nice guy. I will say this much I for now will wait till the 23rd of Feb when we find out just were the company stood as of forth quarter. If we were that bad off then fine the deal was the deal. If I find out we were not then I am going to be pissed. Just know this It is ether 4th quarter sucked or something stinks in sirus town. Ether one for me is not enjoyable.

Sirius: A Deeper Look at the Liberty Deal

sl62, does it matter if ether one takes it private. What would hurt more taking it private and getting 1.37 per share now or going private and getting 4 a share in just over 3 years and mind you on the cusp of even way higher of a PPS.

Sirius: A Deeper Look at the Liberty Deal

sl62 XMSR needed to have 75 million minimum, other wise it would fall into default with its debt holders.

Sirius: A Deeper Look at the Liberty Deal

relmar2003, I want to know were the 360 million in COH went first I want to know what was the FCF from the 4th quarter if any at this point. What I am saying is if that COH still existed and they had the 60 million (MillerTabak says they should have had) then there were other options open. Also if that COHor the FCF is not there then the 4th quarter sucked big time and be prepared for that.


The other problem I have is that I am not to sure this deal is much better then Charles. just after 3 years Malone could just by 51% and we are back to the same position as we would have been with Charles. But this way the burden and risk was mostly on the shareholders and not Malone. If it pans out he buys the remaining 10% screwing us after all that time and investment. If it dosent he gets out with most of his investment because he will get the assets because he controls those loans.

Sirius: A Deeper Look at the Liberty Deal

ZealonsUnited, Just so you know they make money on those options every time the PPS gos up they dont need them to hit 2.5 to make money on them.

Sirius: A Deeper Look at the Liberty Deal

relmar2003, First off you dont have a clue, I mean really I am pissed because the PPS did not go that high. Who was it that told you it was not going to go that high?...... thinking.........think... come on you know........thats right it was me do you need me to pull up the 3 or 4 post I made here and at Sirius Buzz saying just that. So I ask How is it reasonable thinking that a person that has always felt the PPS was not going up that fast be pissed because it did not. Are you starting to get a glue yet.


Second the deal sucked which is another reason you are only seeing the PPS at where it is. I have always said I had no problem with dilution as long as it took out debt. You know why that was right, because then it takes the debt along with the interest payments out. That is getting something for dilution. We got nothing from this dilution because the debt is still there and so are the interest payments. The only thing this dilution got us was time that was to high a price to pay for time. Now I am sorry but 530 million is not that much. As an example I am sure you could find 10 to 15 thousand investers in the stock that have at least as much in this companys stock as I do, that would have gladly forked over another 15 to 20 thousand or more to get a piece of that kind of action. Hell I would have offered a hundred grand to get a piece of that.

Third, like I said if they had the 360 million plus 60 or more in FCF from the 4th quarter, I think many more then just a few are going to be wondering what the hell happen. For that I guess we will have to wait till the 23 of Feb when they announce 4th quarter results.


Finally you left the last part of the statement out from that Mel comment ...........AFTER CAPEX ...........He said they would be FCF positive except for CAPEX. In which he was talking about the satellite they are planning on launching in the fall of this year. (a satellite mind you that they dont have to launch until at least 2012 because the ones in orbit already have lifespans that take them into 2015.

Sirius: A Deeper Look at the Liberty Deal

cos1000, I know full well were you stand on how fast you think this pig is going up. You and I both think it will take time. I just hope it is enough that it doesn' get bought out and taken private.


mogami_99, the problem with being bought out and taken private is you wont be able to touch it again until the PPS is being offered at 30,40,50 or more. When the company is making money hand over fist. I dont know about you but I want that 30,40,50 or more. We are so close now to breaking through to that profitable place I could smell it. The last thing I want is to get peanuts on something that if I wait another 3 or 4 years I get alot more. "jswede" thinks internet radio will make this difficult, I cant disagree more. He forgets there is a reason SIRIXM is not into the internet more. Ask yourself why is that, it really would not be that difficult. Heres a clue have you ever wondered why most of the content you can get on the internet from SIRIXM is not music. jswede forgets Slacker cant make any money ether and is alot further away from that then SIRIXM is. He forgets that Pandora just said they would have to file bankrutpcy because of what? Thats right you know royalties. Internet radio has alot of problems to solve before they can even begin to solve the royalty problem.


jpau, While I agree this deal sucks. Not only do we give him 15% on the money but 40% stake in it also. The only thing I can say is at least it is not as bad as the share holders got in 2000/2001, they really got screwed. I will also say I really want to know what happen to the 360 million in COH, I will say this, If they come out and say they had 360 million in COH plus another 60 million or more in FCF from the 4th quarter I am going to be pissed. First at the press then at Mel for not coming out earlyer and saying something. If he did all this bullshit to launch a satllite in the fall. I think he should have to do some explaining.

Sirius: A Deeper Look at the Liberty Deal

relmar, if you were in that catagory I spoke of then yes I was talking about you. Did you expect it to go way higher? Do you trade the stock on pennies up or down? If that answer is yes the yes you are one of those people. Now there is a basic fact of supply and demand, I dont care if you only traded 10 or 10,000 shares you take away or add to the supply and demand period. As for you wanting to blame the lower then expected PPS on the market makers you can stick with your conspricy theory. I am sure the person that buys that ipod or Xbox when they first came out dosent think he alone is adding to the demand of it that has created the lines and the shortage there of (he probaly thinks ho I am just one person). That is just delutional thinking. he is all a part of the demand.