Sirius XM Radio

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Sirius XM Radio, Inc.
Type Public (NASDAQ: SIRI)
Founded XM - 1988 (as American Mobile Radio Corporation)
Sirius - May 17, 1990 (formation of Sirius as Satellite CD Radio, Inc.)
Sirius XM - July 29, 2008 (acquisition of XM by Sirius)
Headquarters New York City, New York, United States
Area served North America
Key people Gary Parsons, Chairman

Mel Karmazin, CEO
Scott Greenstein, President, Entertainment/Sports
James Meyer, President, Operations & Sales
Dara Altman, Executive VP/Chief Administrative Officer
David Frear, Executive VP/CFO

Patrick Donnelly, EVP/General Counsel
Industry Broadcasting, radio
Products Satellite radio
Divisions Sirius Satellite Radio, XM Satellite Radio
Website www.sirius.com
www.xmradio.com

Sirius XM Radio, Inc. (NASDAQ: SIRI) is the holding company for two satellite radio services (SDARS) operating in the United States and Canada, Sirius Satellite Radio and XM Satellite Radio. The two parent companies completed their merger (technically the acquisition of XM by Sirius) on July 29, 2008.[1]

On February 19, 2007, Sirius Satellite Radio and XM Satellite Radio announced a merger that would combine the two radio services and create a single satellite radio network in the United States.[2][3] The merger would bring both companies a total of more than 18.5 million subscribers based on current subscriber numbers on the date of merging.

The proposed merger was controversial because in 1997, the FCC only granted two licenses and, in order to ensure a state of competition, stipulated that one of the holders would ‘not be permitted to acquire control of the other.’[4]

Each share of XM stock was replaced with 4.6 shares of Sirius. Each company's stockholders initially retain approximately 50% of the joined company. Sirius CEO Mel Karmazin is the CEO of the new company, and XM chairman Gary Parsons is likewise the chairman.[5] XM CEO Hugh Panero stepped down from his company in August 2007.[6]

Contents

[edit] Merger history

  • February 19, 2007, the merger was officially announced to shareholders of the company.[7] This came after many months of speculation by industry watchers. On February 20, an open conference call was organized between executives of both companies.[8]
  • March 20, 2007, the two companies filed a "Consolidated Application for Authority to Transfer Control" at the FCC.[9]
  • June 8, 2007, the FCC's Mass Media Bureau gave "Public Notice" that it had accepted the application for filing and started its informal six month merger review clock.[10] The notice also set a pleading cycle requiring comments or petitions be filed by July 9, 2007, and responses or oppositions be filed by July 24, 2007.
  • October 4, 2007, Sirius and XM satellite radio announced that both companies will conduct a shareholder vote. Sirius scheduled its meeting for Tuesday November 13, 2007, for shareholders to vote on the proposed merger. XM scheduled a similar shareholder vote in Washington D.C. on the same date.[citation needed]
  • November 13, 2007, Shareholders of Sirius Satellite Radio Inc. approved the company's $5 billion acquisition of rival XM Satellite Radio Holdings Inc. 96% of Sirius Satellite Radio shareholder's votes cast approved the acquisition.[11]
  • January 15, 2008, it was reported that the FCC expects to come to a decision in Q1 2008.[12]
  • March 24, 2008, the United States Department of Justice Antitrust Division announced it closed its investigation of the merger of the two companies, citing no harm to consumers or competition.[13]
  • May 23, 2008, FCC Chairman Kevin Martin said at a press conference that "the Commission could act by the end of the second quarter", which ends June 30, 2008. Earlier that week senators called upon the FCC to enact strict requirements on the merger such as returning some of the radio spectrum to competitors and open its service to all manufacturers of satellite radio players.[14][15]
  • June 16, 2008, FCC Chairman Kevin Martin announced his recommendation to approve the merger with the conditions that 24 channels be turned over to noncommercial and minority programming and that a three-year price freeze for consumers be instated. The combined companies would also agree to offer a la carte channel subscriptions, low price plans, and encourage development of third-party devices.[16] "best of" XM packages will also be offered to existing Sirius customers and "best of" Sirius packages offered to XM customers with the merged company deciding what is included in those packages.[17]
  • June 16, 2008, The official concessions by Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. have been made public by the Federal Communications Commission.[18]
  • July 25, 2008, FCC approves merger in a 3 to 2 vote along party lines.[19][20]
  • July 29, 2008, Sirius and XM officially merge as Sirius XM Radio, Inc.[1] Sirius XM chosen as new name.[21] XM Canada and Sirius Canada remain separate companies.[22]

[edit] Post-merger history

  • July 29, 2008 Sirius CEO Mel Karmazin hosts a town-hall type meeting at XM Radio's Washington DC headquarters which is broadcast companywide. Reveals that the management team will consist of him with a 2nd tier of as many as 26 Executive Vice Presidents.[23]
  • July 30, 2008 Karmazin hosts a similar town-hall meeting with Sirius employees after appearing on several Sirus and XM shows, explaining the future of the new company. Karmazin also thanked the NAB for the strong opposition to the merger which, in his words, established that terrestrial radio and satellite radio were still competitors.[24]

[edit] Stated benefits

[edit] Cost

Since both companies will operate as one, this may reduce the cost of licensing the broadcast material. It will also almost certainly reduce the staff required to run the company. Also, programming can be spread out among the companies' combined satellite constellations.

[edit] Variety

If all of the non-duplicate channels are kept, this will result in more programming being made available to subscribers of both services.

[edit] New development

With only one company to develop products for, the new company can afford to spend more money to develop new products.[25] So far, services have been developed which were not even conceived of when satellite radio was launched. XM and Sirius now carry satellite weather and traffic, and Sirius launched television programming in 2007. Likewise, it is expected that new technologies and products will continue to be developed and integrated in to the combined infrastructure of XM and Sirius Radio.

[edit] Opposition arguments

The main opposition to the merger is the National Association of Broadcasters (NAB) and the Consumer Coalition for Competition in Satellite Radio (a group run by the NAB). NAB representatives have been present at both Congressional hearings, and have produced several advertisements regarding the merger. The NAB's contention is that the merged company will be a monopoly, and that their increased market power will harm consumers. Four primary concerns are proposed.

[edit] Cost

As the only provider of satellite radio, the new company could raise the subscription price, and subscribers would have no choice but to pay it if they want satellite radio service.[26] Sirius argues that the competition from terrestrial radio, Internet radio, and portable media players would act to moderate the cost. Sirius CEO Mel Karmazin has also offered to fix prices in order to satisfy regulators and consumers.

[edit] Innovation

XM and Sirius are constantly developing new products. The original satellite receivers were larger and offered fewer features than modern receivers. The argument is that XM's competition with Sirius has prodded this progress.

[edit] Competition

Arguments against the merger state that none of the economic studies offered by XM and Sirius prove that the relevant product market is any larger than satellite radio services under the Department of Justice (“DOJ”) and Federal Trade Commission’s long-established Horizontal Merger Guidelines. Therefore, because XM and Sirius are the only two competitors in the satellite radio industry, it has been argued that their combination would result in a merger to monopoly, clearly in violation of section 7 of the Clayton Act, which forbids mergers that may tend to lessen competition substantially.[27] The proposed merger of XM-Sirius deviates from the standard way in which mergers are analyzed. Because their merger could not prevail under the standard established by the Merger Guidelines, XM and Sirius sought to apply a different standard.[28]

However, Goldman Sachs analyst Mark Wienkes identified MP3 players as significant competitors to satellite radio, specifically the announced music streaming capabilities of the 2nd generation iPhone.[29][30]

[edit] Programming

Sirius and XM have both used star power to attract consumers. Howard Stern, Bubba the Love Sponge, Scott Ferrall, Bob Dylan, Opie and Anthony, Ron & Fez, Martha Stewart and Oprah Winfrey are among the stars that have signed contracts with one of the two companies. Exclusive sports programming (The National Football League, English Premier League, Canadian Football League and NASCAR on Sirius and Major League Baseball, National Hockey League and AMA Supercross on XM) also drives consumers to one network or the other. Sirius and XM executives hope to lower the cost of this programming by merging; critics argue that the lowered cost will result in less total programming being made available. In particular, marquee sports and talk shows could be offered a la carte, similar to premium digital/satellite television tiers and out-of-market sports packages.

[edit] Canadian counterparts

 This section does not cite any references or sources.
Please help improve this section by adding citations to reliable sources. Unverifiable material may be challenged and removed. (August 2008)

In Canada, Sirius Canada and XM Canada are partially owned by Sirius XM (20% and 23.3% respectively) [31] in joint ventures with Canadian companies. The two Canadian ventures have not yet agreed to a merger. [32] Complicating matters is that Sirius Canada has nearly 80% of the total satellite radio subscribers in that country, and feels they deserve greater than a 50/50 split of the new company, whereas XM Canada feels that their deal with the NHL warrants a significant amount of value in the new company.[citation needed] The Canadian musical content mix ratio would also have to be negotiated for a combined XM-Sirius/U.S.-Canada service.[citation needed]

The Canadian Radio-television and Telecommunications Commission (CRTC) and the Canadian Competition Bureau would have to approve any merger between XM Canada and Sirius Canada.[33]

Given recent assurances that both XM and Sirius will continue to operate as separate brands in the U.S. post-merger, it is conceivable that the Canadian companies could continue to offer competing services after the American firms merge.[citation needed] The combined Sirius XM nonetheless owns significant minority interests in both XM Canada and Sirius Canada.

[edit] Technical

[edit] Receivers

Currently, XM and Sirius use different compression and conditional access systems, currently making their receivers incompatible with each other's service, though both companies have guaranteed that existing receivers will be able to receive content from both services after the merger.

Executives from both companies have stated that XM and Sirius will continue to operate as separate services. Buying another radio to receive programming from the other service will be optional.[34][35][8] However, a unified receiver that can receive programming from both networks would allow subscribers to listen to the entire range of channels. Interoperable Technologies, a joint venture of both companies, was formed in 2003 and announced such a receiver in 2006. Mel Karmazin has confirmed the existence and operation of the radio, "We have one. It's in my office." Karmazin's dual system radio can expect competitors--according to tech-site Gizmodo, Onkyo is entering the interoperable radio arena.[36]

Subscriber growth is expected to slow significantly as consumers wait for interoperable receivers[30] with a lifetime of approximately 15 years. Once the next generation of satellites is constructed and operating, combining satellite networks could result in a savings of US$40 million a year.

[edit] Programming

  • The merger conference call announced that previously exclusive content, including sports and talk, will be folded into one unified service which offers "even more channel capacity" and a la carte ordering of premium services (the ability to order a single channel or small subset of channels).
  • CEO Karmazin said in an interview that both the XM and Sirius brands will be offered as separate brands/services for the next 15 years.[34] Any combined or unified services would be in addition to these separate services.
  • Members of the Congressional Black Caucus have criticized the planned merger saying that commitments to devote 12 channels to minority-owned programming is not enough.[37][30]

[edit] Financial

  • Both companies compete primarily with free services. Executives from XM and Sirius both made it clear that they do not want to slow down the adoption of satellite radio, so they hope to not increase the subscriber price, but to gain new revenues from new services: video, navigation, and advertising.[citation needed]
  • One concern voiced by some subscribers regards the Sirius lifetime subscription: for a one-time fee, Sirius subscribers were able to obtain a lifetime subscription for a receiver. This subscription is tied to the individual receiver, and there was a concern that the subscription may not transfer to a new universal receiver. However, Sirius' FAQ page regarding the merger states that "Any plan you sign up for now will be honored by the merged company." As they also have guaranteed that no radio will become obsolete, it is likely that this concern will be addressed via some new, merged signal.[38]
  • While both companies declare the deal to be a "merger of equals", Bloomberg reports Sirius will acquire XM for US$4.57 billion in stock.[39]
  • Stock prices of XM dropped 17% and Sirius dropped 12% on 2008-06-19 after a report by Goldman Sachs analyst Mark Wienkes predicted that cash flows of the combined company would be impacted by increased competition from MP3 players and new streaming capabilities of the iPhone. The report predicted that the combined companies would have to take on $500 million to $1 billion in new debt and recommended that stock holders sell their XM and Sirius stock. Subscriber growth of both companies is expected to slow as consumers wait for receivers which are interoperable between the 2 companies to become available.[30]
  • Current economic conditions and both company's mounting debt could make the merger a necessity to refinance the debt of both companies. This is especially for XM which faces $400 million in convertible notes which come due in 2009.[40]

[edit] Executive compensation

Executives who are not offered jobs in the new combined company are are assured generous golden parachutes due to severance agreements approved in 2007.[41]

  • Former XM Radio Chief Executive Officer Nate Davis has a severance package worth $10 million.
  • Gary Parsons, who is continuing as Chairman of Sirius XM Radio, was set to receive $9 million.
  • Erik Toppenberg, Executive Vice President of Programming for XM Radio, has a severance package worth $5.34 million.
  • Joseph Euteneuer, Chief Financial Officer for XM Radio, has a severance package worth $4.9 million.
  • Vernon Irvin, Chief Marketing Officer, has a severance package worth $4.5 million.

[edit] Milestones

The following milestones have been set for the merger:

Date Event Comments
February 2007 Execute definitive agreement Announced February 20, 2007
March 2007 File FCC application Filed March 20, 2007
June 2007 FCC places application on "Public Notice" (DA 07-2417) Comments/Petitions due July 11, 2007; Responses/Oppositions due July 24, 2007
November 2007 SIRIUS/XM shareholder votes Announced October 4, 2007, and voted upon on November 13, 2007. 96% of SIRI shareholders approved the merger,[42] and 99.8% of XMSR shareholders also approved.[43]
March 2008 Receive regulatory approvals On March 24, 2008, the U.S. Department of Justice ended its investigation of the merger (i.e., decided against blocking the deal).[44]
July 2008 Receive FCC approval On July 25, 2008, the FCC approved the merger voting 3-2 down party lines.[45]
July 2008 Merger Completed XM stock trading ceases July 28, 2008. Sirius XM Radio, Inc. becomes the name of the merged corporation.

[edit] Notes

  1. ^ a b "Sirius completes acquisition of XM Satellite", Reuters.com (2008-07-29). Retrieved on 2008-07-31. 
  2. ^ PRNewswire-FirstCall via Mediaroom (2007-02-19). "XM and Sirius to Combine in $13 Billion Merger of Equals". Press release. Retrieved on 2007-02-19.
  3. ^ PRNewswire-FirstCall via Sirius.com (2007-02-19). "XM and Sirius to Combine in $13 Billion Merger of Equals". Press release. Retrieved on 2007-02-19.
  4. ^ Ahrens, Frank (July 26, 2008). "Satellite Radio Merger Approved", pp. Washington Post. 
  5. ^ Edgar-Online.com (2007-02-21). "SEC Filing by Sirius Satellite Radio". Press release. Retrieved on 2007-02-21.
  6. ^ XM Radio via PRNewswire-FirstCall (2007-07-24). "XM Chief Executive CEO Hugh Panero to Step Aside". Press release. Retrieved on 2007-07-24.
  7. ^ "XM and Sirius Merger News". XMRadio.com. Retrieved on 2007-07-31.
  8. ^ a b "SIRIUS Satellite Radio & XM Satellite Radio to Combine in Merger of Equals (Webcast presentation)". Corporate-IR.net (2007-02-20). Retrieved on 2007-07-31.
  9. ^ "Consolidated Application for Authority to Transfer Control". FCC.gov (2007-03-20). Retrieved on 2007-07-31.
  10. ^ "XM and Sirius Transaction Team". FCC.gov (2007-06-08). Retrieved on 2007-07-31.
  11. ^ "Sirius Shareholders approve XM Deal". yahoo.com. Retrieved on 2007-11-13.
  12. ^ "FCC Chairmain says merger decision in first quarter", Orbitcast.com (2008-01-15). Retrieved on 2008-01-16. 
  13. ^ Goldman, David (2008-03-24). "XM-Sirius merger approved by DOJ", CNN.com. Retrieved on 2008-07-22. 
  14. ^ "Martin: FCC May Rule on Sirius-XM Merger by June 30", Radio Online (2008-05-23). Retrieved on 2008-05-28. 
  15. ^ Kang, Cecilia (May 24, 2008). "FCC May Be Near Decision on Merger Of Sirius and XM", Washington Post, pp. D01. Retrieved on 2008-05-28. 
  16. ^ "Sirius, XM 'Stepped Forward' To Get FCC Support Of Merger", TWICE (06-16-08). Retrieved on 2008-06-17. 
  17. ^ "Sirius XM Radio to offer the best of both services (sort of); Karmazin predicts success", Los Angles Times (7/30/2008). 
  18. ^ "Official Sirius-XM merger concessions made public", Orbitcast.com (2008-07-17). Retrieved on 2008-07-22. 
  19. ^ "Sirius, XM tie-up gets FCC approval" (2008-07-25). Retrieved on 2008-07-25. 
  20. ^ Ahrens, Frank (July 26, 2008). "Satellite Radio Merger Approved", pp. Washington Post. 
  21. ^ "SIRIUS XM Radio Chosen as New Corporate Name". Press Release. XM Serious.
  22. ^ "XM, Sirius merger in U.S. raises competition concerns in Canada", CBC (July 30, 2008). 
  23. ^ Carter, Kevin (7/29/2008). "Mr. Karmazin Goes To Washington", Radio and Records. 
  24. ^ "Karmazin Toasts NAB In Sirius-XM Merger Approval", FMQB (July 30, 2008). 
  25. ^ Hazlett, Thomas (2007-06-14). "The Economics of the Satellite Radio Merger" (PDF). XMMerger.com. Retrieved on 2007-07-31.
  26. ^ Sidak, J Gregory (2007-03-29). "Expert Declaration of J. Gregory Sidak Concerning the Competitive Consequences of the Proposed Merger of Sirius Satellite Radio, Inc. and XM Satellite Radio, Inc.". Social Science Research Network. Retrieved on 2007-08-01.
  27. ^ Sidak, J Gregory (2007-10-01). "Third Supplemental Declaration of J. Gregory Sidak Concerning the Competitive Consequences of the Proposed Merger of Sirius Satellite Radio, Inc. and XM Satellite Radio, Inc.". Social Science Research Network. Retrieved on 2007-10-03.
  28. ^ Sidak, J Gregory (2007-01-29). "Evaluating Market Power with Two-Sided Demand and Preemptive Offers to Dissipate Monopoly Rent: Lessons for High-Technology Industries from the Proposed Merger of XM and Sirius Satellite Radio". Social Science Research Network. Retrieved on 2007-01-31.
  29. ^ Hansell, Saul (June 13, 2008). "AOL Turns the iPhone Into an Expensive Radio", New York Times. 
  30. ^ a b c d Kang, Cecilia (June 20, 2008). "XM, Sirius Plunge After Merger Report", Washington Post, pp. D1. Retrieved on 2008-06-21. 
  31. ^ Jay, Paul (2008-07-30). "XM, Sirius merger in U.S. raises competition concerns in Canada". CBC News. Retrieved on 2008-08-09.
  32. ^ Vlessing, Etan (2008-07-29). "XM-Sirius merger not replicated in Canada". Hollywood Reporter. Retrieved on 2008-08-09.
  33. ^ Jay, Paul (2008-07-30). "XM, Sirius merger in U.S. raises competition concerns in Canada". CBC News. Retrieved on 2008-08-09.
  34. ^ a b "Sirius CEO discusses post-XM merger service plans", USA Today (2007-02-27). Retrieved on 2007-07-31. 
  35. ^ "XM Satellite Radio Q4 2006 Earnings Call Transcript". SeekingAlpha.com (2007-02-26). Retrieved on 2007-07-31.
  36. ^ Ramirez, Louis (2007-04-24). "Onkyo Debuts World's First XM, Sirius, HD Radio Tuner". Gizmodo. Retrieved on 2007-07-31.
  37. ^ Birnbaum, Jeffrey H. (June 17, 2008). "Radio Merger Under Fire From Black Lawmakers", Washington Post, pp. D1. Retrieved on 2008-06-21. 
  38. ^ "Sirius/XM Merger". Sirius.com. Retrieved on 2007-07-31.
  39. ^ Stern, Christopher (2007-02-19). "Sirius to Acquire Larger Rival XM for $4.57 Billion", Bloomberg. Retrieved on 2007-07-31. 
  40. ^ Holmes, Robert (2008-06-18). "Can XM, Sirius Survive a Failed Deal?", TheStreet.com. Retrieved on 2008-06-21. 
  41. ^ Darcy, Darlene (August 1, 2008). "Severance deals protect XM Satellite executives", Washington Business Journal. 
  42. ^ "Sirius stockholders approved merger", Orbitcast.com (2007-11-13). Retrieved on 2008-07-31. 
  43. ^ "XM shareholders approve merger", Orbitcast.com (2007-11-13). Retrieved on 2008-07-31. 
  44. ^ Department of Justice, Statement of the Department of Justice Antitrust Division on its Decision to Close its Investigation of XM Satellite Radio Holdings Inc.'s Merger with Sirius Satellite Radio Inc.
  45. ^ Associated Press (2008-07-24). "XM/Sirius Merger Gets FCC Approval", FOXBusiness.com. Retrieved on 2008-07-31. 

[edit] See also

[edit] External links


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