It was such a compelling issue that other websites took it upon themselves to immediately attack my article about the impacts of a Sirius XM Satellite Radio stock Buyback and the Liberty Stake. Some sites went so far as to say that I was misleading and lying to investors in the chat room of a radio show I was on, and two sites decided to make comments under my article on Seeking Alpha.

In order to get to the bottom of this issue we must go back to the beginning. Early in May I attended the Sirius XM Annual Shareholder Meeting. I have followed this company for years and am a shareholder in it. I went to the annual meeting not as an investor, but rather as someone who has a website dedicated to satellite radio. My ears were not tuned in to the presentation from an investors standpoint, but rather as someone looking for information to relay to readers on this site.

Prior to attending the shareholder meeting I was like many others invested in this company. I felt that the Liberty stake in Sirius XM was 40% no matter what. That concept was etched into my brain two years ago, and despite reading every filing that came out, I still had that belief because, as it turns out, I was reading into the filings something that was not there. The legalese was such that someone who believed 40% was 40% no matter what would not have an “aha” moment in reading the documents.

At this shareholder meeting CEO Mel Karmazin was asked a question regarding share buybacks. Karmazin has been hinting at this situation for a few quarters now, and the prospect of finally seeing share buybacks is one that passionate investors have waited a long time for. Sirius XM buying back shares would be a concrete indication that the company is on solid footing and would finally be vindication for the investment risks many took over the years.

There is a lot of passion behind this company and sometimes that passion can get in the way of being a good journalist reporting about the company. There are also a lot of opinions out there that can sometimes be clouded. There are several websites that cover satellite radio and this is a healthy dynamic. What I understood long ago was that investors will make their way to all of these sites and form their own opinions about the quality and type of information they get at each one. Even if an investor does not care for a site’s particular style, they will inevitably read everything they can get their hands on. The “competitive” aspect between sites really does not need to exist because of the fact that people simply visit them all. Oft these same investors will engage in debate and discussion on the forums of these sites. Sometimes these discussions can even get heated, and again, this can be a healthy thing. In my opinion however, site owners and representatives have a responsibility to conduct themselves in a manner that rises above what a typical forum poster might do. Sometimes passions get in the way and cloud judgement.

After attending the shareholder meeting, and after many conversations with the company I did a Market Playground radio show and told investors what I heard. One website owner, New Market Players (Dennis “Cos” Costa), was in the chat room of the live radio show and proceeded to take shots at the show and the information being provided. Before going any further, I will say that Cos is passionate follower of Sirius XM who has the respect of many readers. My opinion is that, as a site owner, he should exercise caution in ensuring that he is conducting himself in a professional manner. His judgement is appearing in the live chat of another site’s radio show was unprofessional in my opinion. You never see Coca-Cola handing out coupons in the parking lot of Pepsi. There are ways to conduct yourself professionally, and things you should not do. That being said, here was the Immediate reaction of Dennis Costa of New Market Players:

cos1000 says: yawnnnnn

cos1000 says: Yawn,,,,,,,,,

cos1000 says: their isn’t anything being said here as it relates to the issue of the lawsuit

cos1000 says: they do that now….. give me a break

cos1000 says: figure out reality

cos1000 says: Now we get a weather report on when guidance will be increased, …. Who Cares…??????

cos1000 says: Just tired of Spencer’s B/S

cos1000 says: NOt much of what he is saying has Much to do with Sirius XM’s business moving forward

cos1000 says: What an Idiotic thing to say …. Bandwidth is not used that way

cos1000 says: zzzzzzzzzzzzzzzzzzzz

cos1000 says: Rambling on and on….. and on…

cos1000 says: Why is this important….

cos1000 says: It Isn’t

cos1000 says: Liberty….. not true

cos1000 says: Not right at all

cos1000 says: Liberty in their Preferred is a Right to 40%, not a fixed amount

cos1000 says: Spencer is WRONG Here

cos1000 says: Liberty Preferred…..is a right to 40%

cos1000 says: They’re ratio as part of the Fully Diluted count, is a ratio… its math…

cos1000 says: What are they talking about now

cos1000 says: lol

I will let readers decide on whether Cos “camping” on the radio show live chat of another site and making these types of comments is appropriate and professional. I think readers already know my stance. The result of what Cos did was to cause immediate confusion for investors. One poster that seems to favor New Market Players had this to say:

“ANYWAY,,,,,,,,,,,,, that’s not my point………. my point to you is WAY more important……….. later in the show, you and Spencer were having a discussion on the possibility of a share buy back. The both of you continued to stress the point that, IF SIRIUS DID A SHARE BUY BACK, IT WOULD INCREASE LIBERTY’S STAKE AND EVENTUALLY PUSH THEM OVER 50% GIVING THEM CONTROL……………..

Would you mind explaining that???????? and you may want to get Spencer in here to help you……. Two guys running two websites DEVOTED to this company and neither of you understand such a simple, yet VERY important issue with this company…………….”

Dennis Costa went on a long campaign trying to make his point on his own site and stated, “No one asked my opinion on this issue, but I will weigh in anyways because it is such an important issue….”

At this point in time (I had so far only done the radio show and not published my article) all sites were discussing the importance of the issue at hand. First, whether a share buyback of common shares would increase the Liberty stake, and second exactly what the Liberty stake was. Over the next few days, while I was triple and quadruple checking my facts before publishing an article, the debate raged on.

The sad part of this is that shareholders were being told two differing stances by satellite radio websites. Some of these sites were relying on simply their own interpretation of the SEC filings and going out of their way to attack my reputation, credibility, character, and integrity. I have no issue with someone having a differing opinion. I do take issue with unprofessional behavior and attacks on my character. I also take issue with people being led down a path with misinformation.

After publishing my article Dennis Costa of New Market Player and Relmor Demetrius of King of All Trades began posting comments under the piece which led to even more investor confusion on the matter. As of this writing Seeking Alpha has pulled some of these comments (I had nothing to do with that), which remove some of the record of what transpired, but several comments still exist.

One of the removed comments made was that my article was “wrong and that readers seeking the true facts should visit King of All Trades”

Comments on the article:

Relmor

“Spencer I don’t care if every Sirius XM employee lines up in a row and tells you bad information. I don’t see any proof of in your article proving your claims. I have dozens of filings on my side stating clearly that it is on the time of conversion, and that the march 4th conversion rate you mention is a snap shot in time only, to register their votable rights to the SEC as mandated in the April 29th filing. It is an estimate. There are 100 clauses protecting Liberty from dilution of the outstanding share count, which is illogical if what you claim is true about stagnant fixed conversion. It wouldn’t be necessary, as Liberty can already veto all dilusionary aspects due to the investment agreement from march 09. The conversion rate is NOT stagnant based on these facts.”

My Response

1. I attended the shareholder meeting. I do not recall seeing you there.

2. Are you saying that Mel Karmazin is giving bad information, and that you are somehow an authority on this issue? Sorry, but I will believe Mel and the other members of management who spoke about the issue at the meeting, and whom I spoke to specific to the issue after the meeting.

3. You say that clauses protecting liberty from dilution are illogical???? in what way? If their 40% was 40% no matter what (as you claim) there would be no need for any such clauses. The clauses exist to protect Liberty from the impacts of dilution. Liberty gets “veto power” on issues regarding dilution. Think about it.
What is happening here is that you and some others are reading the filings incorrectly. It is that simple.

It is amazing that Mel Karmazin can make statements to this effect at an annual meeting, but you all jump and attack me because I brought you the news. You can hope all you want to be correct here, but hope does not get you anywhere. I have seen the arguments you and others have put forward, and none of them hold water.

I have taken the time to have in depth conversations on the subject with Sirius XM and Liberty. You have taken the time to have in depth conversations with your friends. Might I suggest that you set aside your pre-conceived notions and make a phone call.

Relmor in response to a comment made by someone else

“Aren’t you more concerned with bad information, or an author trying to correct it for you? Your anger is illogical and not focused correctly, IMO. Well, anyway, Im done here. This is pointless. All I can do is present the facts, and let you decide. Spencer has listed zero facts in his article. And based on the size of the error here, sorry if i bothered anyone.”

I am being labeled as supplying “bad information” on my article by a principal at another website. The discussion in the forums of this site take that label much further. This is the type of behavior that accomplishes nothing but to confuse investors.

Relmor

“There is no gray area, and there is no God of any issue. There is correct and incorrect. I am correct. What Homer and Cos said is correct. Demian and Spencer are wrong. Not about anything other than the facts. If you dont write a factually correct article, you should ENCOURAGE a correction, not fight it with illogic and heresay. Thats not how you grow and learn as an author.”

What I posted in my article was all factual. At this point what Relmor and others were doing is interpreting the SEC filings with a preconceived notion and seeking a way to support their position. As the drama began to unfold the “debate” shifted from my point that a share buyback of common stock only to a “debate” on a quote from my article stating, “While the Liberty stake currently remains at about 40% (right now it is actually in the 39% range), that number is not cast in stone. What is cast in stone is how many common shares Liberty gets if it does convert its preferred shares. That number is 2,586,976,761 shares.”

My point in making that statement was simply that the Liberty stake should not be considered 40% no matter what. The Liberty stake, in terms of conversion, had been set. Everyone was well aware that there were anti-dilution clauses and language that would “adjust” the conversion rate. Those adjustments are boiler-plate language dealing with events like stock splits. In those cases, Liberty’s preferred stake would adjust just like your shares or my shares. We consider our own shares as “cast in stone”, the premise was to get investors to understand the dynamic of the Liberty stake, and that in many ways it was going to be treated just like yours or mine in the event of a buyback.

It would appear that the debate shifted because others had to find some way to be right after taking such a strong stance in stating I was wrong not only on the Seeking Alpha article, but on their own sites.

Dennis Costa then weighed in:

In all current filings regarding this issue, after giving a summary of the shares of Liberty Preferred B-1 at 12.5M, with a conversion rate as it exists on the day of the report, also contains a reference to where all of the information regarding the rights, preferences and privileges of the preferred stock holders can be found. It doesn’t matter if the summary is contained in the most recent Proxy Statement or in every 10Q, 10K, & Annual Report since the Liberty Investment Agreement and Certificate of Designation was filed on March 6th, 2009.

None of the statements from either company’s management, IR staff, or otherwise, replaces the Certificate of Designation as it is written, signed, and filed with the State of Delaware and the SEC.

The Certificate of Designation contains a glossary of terms (Sec 3) that includes definitions of items like: “Adjustment Event”, “Conversion Date”, “Conversion Rate”, “Record Date”.

It also contains Sections Titled: “Dividends”, “Liquidation”, “Conversion”(sec. 7), “Conversion Procedures”(sec. 8), “Anti-Dilution Adjustments (sec 9) and my Favorite Catch-All Section, “Miscellaneous” (sec 17) in which in subsection (e) it states:

“(e) Adjustment of Shares Numbers . If, after the Issue Date, there is a subdivision, split, stock dividend, combination, reclassification or similar event (“ Adjustment Event ”) with respect to any shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock, then upon the effectiveness of such Adjustment Event all references in Sections 11 and 12 to specific numbers of such shares shall automatically be adjusted proportionately, so that the Holders of such shares will retain the same rights under Sections 11 and 12 immediately following the effectiveness of such Adjustment Event as they did immediately prior thereto.”

It would seem to me, that rather than talking to IR of Liberty and Sirius, a dedicated researcher and blogger would know enough not to draw conclusions from summary reports, or share shelf filings, but that they would dig deeper into the Agreements and Certificates of Designation for the shares types their talking about before speaking.

This is not a simple issue. It takes research and then applying the research to a yet “UNKNOWN” and “UNDEFINED” event: Sirius XM’s Capital Share Buy Back Plan. To date they have none. I can guarantee that before they do, a definition of how the Preferred B-1 shares will be treated / converted will be included.

As to the question of whether or not the Preferred B-1 shares are “fixed” or “variable”….. It is very clear from the Certificate of Designation, that there are many events where they are adjusted, so they are Variable.

Now Here is the Link to the CERTIFICATE DESIGNATION, FOR YOU ALL TO READ THROUGH AND SEE THAT INSULTING EACH OTHER WILL NOT CHANGE WHAT IS CONTAINED IN THE DOCUMENT.

This comment, while long winded did not really clear the issue up for people. He cited the very same filing that support my stance, but interpreted them as I once had prior to attending the shareholder meeting. Again, I can understand his confusion here, because up until the shareholder meeting and many lengthy discussions I had a similar viewpoint. The last comment I found quite interesting because Costa had gone out of his way to “attack” for days prior to this article being published. What began to transpire is that as these people were finally able to make some calls themselves, they were beginning to see that their initial stance was flawed. Having been so strong in their initial stance they needed to find something to save face. Effectively the issue shifted from what would happen with a buyback to a discussion of the anti-dilution clauses (which were already known) in the Liberty deal. Suddenly this whole issue became something that was not really that important because the company has not announced a share buyback plan. My contention is that it remains important because a lot of this will play out over the next 12 months, and it is better to be properly informed than not.

The issue has always been in the discussion of whether or not the “conversion rate” is “etched in stone” and “NOT Variable”. If you would take a minute and read the document I have linked to, you will see that it is indeed “variable” under many conditions. Including an increase of common shares beyond 1%. The convertible 7% bonds, if converted at their $1.87 conversion rate, will provide an “adjustment event” that protects the dilution of Liberty’s position by varying the conversion rate.

Cos

“The point of whether Mr Karmazin needs to be careful when buying back shares, is a different one, but of course he does. The Board, along with Liberty and the rest of key Management will develop the document that will then represent a Capital Stock buy back plan. We do not have that document yet. What we do have is a document that defines the rights, preferences, and privileges of the B-1 shareholder. And in that document, we have many Adjustment Events that make the conversion rate variable.”


My Response

First let me state that this response was far more professional than what transpired during the radio show I was a guest on.Where upon learning it live you had immediate reaction (without any research) that called me names, disrespected me, etc.

You state:

“It would seem to me, that rather than talking to IR of Liberty and Sirius, a dedicated researcher and blogger would know enough not to draw conclusions from summary reports, or share shelf filings, but that they would dig deeper into the Agreements and Certificates of Designation for the shares types their talking about before speaking.”

Interesting, as that is exactly what you did Wednesday night while listening to the radio show. That being said, if you read the article and my comments you would realize that THIS blogger not only read the filings, but listened to what Mel Karmazin had to say, and spoke to management and investor relations SEVERAL times prior to publishing this piece.

You bring up the following:

“(e) Adjustment of Shares Numbers . If, after the Issue Date, there is a subdivision, split, stock dividend, combination, reclassification or similar event (“ Adjustment Event ”) with respect to any shares of Series B-1 Preferred Stock or Series B-2 Preferred Stock, then upon the effectiveness of such Adjustment Event all references in Sections 11 and 12 to specific numbers of such shares shall automatically be adjusted proportionately, so that the Holders of such shares will retain the same rights under Sections 11 and 12 immediately following the effectiveness of such Adjustment Event as they did immediately prior thereto.”

Now I will provide you an example of what this means.

Let’s assume that ABC company has 60 shares of common in the float and Liberty has 1 preferred share that coverts to 40 shares of common. If a split were to happen and the common went from 60 shares to 120 shares, the preferred share would need an adjustment to either become 2 preferred shares, or exchangeable into 80 shares of common. It is really that simple.

The Liberty shares are FIXED in that they have been registered with the SEC after the 15 day HSR review when the deal was struck.

If you recall, the crux of this debate was raised by your behavior in the chat room of a radio show I was a guest on. The issue at hand was that IF (and we all know this is an IF) a share buyback were to happen that Sirius XM would need to be careful because they could INCREASE the Liberty stake if they did not buy preferred in conjunction with common. The importance here is that the holders of common would possibly see only 60% of the value of the buyback, and investors could be buying shares now in anticipation that a buyback will happen in 2012.

Your stance was that the Liberty shares were 40% no matter what. What I informed radio show listeners, and now readers about is that the Liberty stake should no longer be thought of as 40% because they represent 2.586 billion shares as registered with the SEC. The Liberty share count (if converted is now fixed with the exception of splits, etc., which is only natural) Already the percentage is now less than 40%.

In summary, I listened to what Mel stated at the meeting, had discussions with management at the meeting. I then did a radio show at which you spent your time arguing against that point. I then, because of all of the stir you raised took the time to speak with investor relations departments (specific to this issue) again on Thursday, Friday, and even Saturday before publishing this piece. My research is well grounded, and includes speaking to the companies as well as looking through the filings. For the record, I am not speaking to just IR staffers, I am speaking with senior people.

Thus, again, I would suggest that people make a phone call.

Cos

“The research into the Certificate of Designation had been done by me now two years past, but is always a part of my fact-based file for writing and commenting on what Is and Isn’t regarding these shares. You say you wrote this article because of my behavior, and yet you proclaimed that the conversion rate is fixed and etched in stone, based on information provided at the Shareholder Meeting.

You never researched the documents before making your claim. I have spoken to IR only to get “not always well informed” answers to some of the more basic questions. There are many references to the variable conversion rate in the document I linked to…. I listed section titles along with the miscellaneous, subsection (e). Have you read all of these sections, or are you again simply relying on Word of mouth from IR and Mel in his presentation? Not a very professional manner to conduct yourself….. verify, verify, with solid written source information….. When the time comes for A Capital Stock Buy Back Plan to be executed, we will then have another Written Document to rely on, and not word of mouth, or a nod and a wink…..”

My Response

Are you insinuating that I did not look at these documents two years ago, and all along the way? The fact is that I did.

I was of the belief that 40% was 40% up until the shareholder meeting and Mel’s specific comments regarding any potential share buyback and how it would impact the Liberty stake. Needless to say, his comments stunned me, as I had believed that 40% was 40%.

What happened next? I took the time to speak to management at the meeting. I then took the time to go through the documents again. I then had more conversations with management and conferred with Liberty as well. I then went back to the documents and again back to discussing the issue with management.

That is research my friend. That is research digging for the facts and not falling victim to my own pre-conceived notions.

So yes, I did verify….verify…ver… multiple sources. You will notice that I did not publish this piece for 4 days after the shareholder meeting. During those four days I was researching, verifying and triple checking.

It is interesting….You could have taken two courses with this.

1. You could have said, “gee, Spencer has been following this a long time and has come upon something that differs from his previous opinion and mine….perhaps this warrants looking into again with a fresh perspective”

or

2. You could call me names while I am doing a radio show and stomp around the live chat saying I am full of BS without taking the time to really digest the information

You chose the second path, and that is your prerogative.

I have been following this equity for a very long time. I do not shoot from the hip. If I have an opinion it is clearly spelled out, not disguised as some sort of fact.

The bottom line is that the Liberty stake is not simply 40%. The shares associated with the 40% stake were defined upon the close of the HSR review. Your view has shifted from 40% being 40%, to at least now understanding that it is not 40%. It seems progress is happening.

Adjustment events cover issues such as stock splits, etc. There are anti-dilution clauses, and we are all well aware of this fact. That is getting into the minutia of the Liberty deal, which none of us have seen.

The crux of this article was that a share buyback of common only would actually increase the Liberty stake. That is a FACT that I have verified time and time again. Why not get to the bottom of that before getting down into the minutia?

Readers need to understand that for days prior to the article being published that these site owners were attacking me. Readers also need to understand that the article was published on a Holiday, and that these people were offering up all of these opinions WITHOUT waiting to make a phone call to the company.

The issue then shifts back to Relmor From King of All Trades:

Relmor

“Thanks for taking time Homer and Cos to illustrate the details of how Spencers article is inheritanly incorrect. As it is not a fixed amout, but a variable based on the outstanding count at the time. There is subtle correctness to a degree in what Spencer is saying, true, and I did point that out as well. Yes, it is that amount NOW, as in 2 years, the outstanding share count has not significantly changed. But there are variable and convenants in the agreement that can and will affect this conversion number (2.06.. per share). Most of this was already posted on kingofalltrades, but thanks for taking the time to share it with the readers of this article.

The main errors of the article are the assumptions made, as in a buy back would trigger a change of control, or increase Libertys percentage of ownership, which is not true. That is what investers need to learn out of this (actually already known until this misinformation was written and spread as fact)
2. Libertys total shares at conversion can be affected by removal or addition of outstanding shares. That would be a different amount than the april 29th filing indicates. A new filing would have to show any significant change to this”

Again, I would like to note the shift to the anti-dilution clauses rather than the crux of what my piece was about, the fact that a share buyback of common only would result in the Liberty Stake increasing. Relmor still, at this point however, is on a path that believes that the Liberty stake would not increase.

The comments go on and on, and readers can view them for themselves.

What happened next was that Demian Russian of Satellite Radio Playground got in touch with Professor Anthony Page. Page is an expert on SEC law issues, and has had his work cited before the Supreme court. Before going into what Page had to say we should review where we are in this soap opera.

1. I had attended the shareholder meeting and hear first hand what Mel karmazin stated.

2. I gave a brief report on what Mel said on a radio show the evening of the shareholder meeting and was immediately attacked, while on the air live, by Dennis Costa

3. Other websites began attacking me on reporting this news (that a Sirius XM buyback of common only) would increase the Liberty stake. At this point my “cast in stone” quote did not exist to debate. The entire debate was whether or not 40% was 40% and that a buyback without Liberty participating in tandem would increase the stake.

4. I had had several conversations with the company subsequent to the meeting and reviewed all of the SEC filings for days prior to publishing my article.

5. My article was published on a Monday Holiday and the attacks continued without anyone being able to contact the company to pose there own questions. People were offering up their opinions base on how THEY were reading the SEC filings.

6. My stance was supported by what Karmazin stated at the meeting, discussions with the companies, and a review of the SEC filings with a fresh pair of eyes. These other sites were basing their entire stance on their own view of the SEC documents.

The debate had now shifted to the certificates of designation which outline adjustment events. The stance of others was that boiler-plate language in the designation dealing with anti-dilutive measures such as stock splits could be interpreted as including a stock buyback and that thus the Liberty stake would not increase if Sirius XM bought back only common stock.

We now shift to Professor Anthony Page. Antony Page is a Professor of Law & John S. Grimes Fellow at Indiana University School of Law–Indianapolis. He specializes in corporations, corporate governance, and mergers & acquisitions. His scholarly work has been cited by several U.S. courts, including the Supreme Court and four state supreme courts. Prior to arriving in Indiana, he worked at the law firm of Sullivan & Cromwell in both their London and Los Angeles offices. He also clerked for the Honorable A.L. Alarcon, of the Ninth Circuit for the U.S. Court of Appeals and the Honorable H.L. Hupp of the U.S. District Court, Central District, California. From 1990-94, he served in the Canadian Department of Foreign Affairs, serving in Thailand, Laos, and Burma; and as Trade Commissioner in the Asia-Pacific South Division; and Assistant Trade Commissioner in the EU Trade and Economic Relations Division. His publications have appeared in many law journals. Professor Page holds a law degree from Stanford Law School (Order of the Coif), an MBA from Simon Fraser University, and a Bachelor of Commerce from McGill University.

Demian Russian of Satellite Radio Playground and myself interviewed Professor page on Playground Radio. Prior to the show we asked that Professor Page review the matter and form his opinion on the certificate of designation. Page did a thorough review and on the show stated that he did not really see an ambiguity on the subject and that a Sirius XM stock buyback of common stock only would indeed increase the Liberty stake. During the interview we even went so far as to inquire about the language in the Certificates of Designation, that some had felt was ambiguous enough to keep the Liberty stake at 40%. The professor stated that while a law suit could be brought for anything, that the language here, and the INTENT of that language did not cover a stock buyback.

Now here is where the issue stood.

In addition to all of the research and discussions I had already had there was an SEC law expert agreeing with my stance. These others were still simply relying on their own interpretation of the documents, and that in some way shape or form that Sirius XM could go to court to argue that the INTENT of the documents covered a share buyback. Bear in mind that none of these others have sought out and published an opinion of an expert that agrees with their stance. It is also important to bear in mind that their stance would require Sirius XM to go to court with a major shareholder in the company that has appointed 5 members to the Board of Directors.

We now shift to an article published by Relmor Demetrius of King of All Trades in direct response to my original article. Before moving forward though, we should understand the timeline:

Morning of Wednesday May 25, 2011 – Annual shareholder meeting

Evening of Wednesday May 25, 2011 – Playground Radio where I initially reported what Karmzin stated at the shareholder meeting.

Wednesday May 25 through May Sunday May 29, 2011 – Other sites attacking me based on the radio show. I am researching the issue, reviewing documents and contacting the related companies.

Monday May 30, 2011 (Memorial Day) – My article publishes on Seeking Alpha. Comments begin to fly, but no one is able to contact the company. Opposite opinions have now been going on for 5 days with people taking very strong stances and attacking my character.

Tuesday June 1, 2011 – Demian makes efforts to bring Professor Anthony Page on Playground Radio. Comments continue to fly, but some investors, after speaking to the company now are backing off of the 40% is 40% stance and now concentrating on the “adjustment” events.

Wednesday June 2, 2011 – Playground Radio interview with Professor Page happens, seemingly clarifying the issue and putting the debate to rest.

Thursday June 3, 2011 to June 9, 2011 – Some sites fall silent on the matter while others continue to maintain their position, now hinging their stance on Professor pages comment that “anyone can sue for anything” but ignoring his comments that the issue is substantively crystal clear…a share buyback of common only would result in the Liberty Stake increasing.

June 8, 2011 – Relmor Demetrius of King of All Trades publishes an article stating that a share buyback would not increase the Liberty stake.

June 9, 2011 - Seeking Alpha picks up the King of All Trades article

June 9, 2011 – I respond to the King of All Trades Article with Sirius XM Stock Buyback Would Increase Liberty Stake

The timeline is important because it outlines the length of time that transpired prior to Relmor publishing his piece. A full two weeks had passed for research to be done, or for him to offer up some legal expert opinion on the matter to agree with his stance.

In the original article he characterized what I heard at the shareholder meeting as hearsay. This is not at all the case. What I heard was a first-hand eye witness account of the events that transpired at an official meeting of the company. Is it possible that I mis-heard Mel Karmzin. It certainly is, but that is exactly why I spent so much time speaking to people that day and in the days that followed prior to publishing my article. What are the odds that I “mis-heard” what equates to hours of conversation on the specific subject as it relates to what happens with a share buyback of common only? The hearsay sections of the article have since been removed, albeit with no explanation to readers. Another point made in the original article was that if readers called investor relations that the company would agree that a share buyback would not increase the Liberty stake. This was also edited out without explanation. The reason is that the company, while not making a “official statement”, does not agree with the stance taken by Relmor.

The King of All Trades article offers no expert opinion, and simply relies on the authors interpretation of the SEC filings. I did respond to the King of All Trades piece with a new article Sirius XM Stock Buyback Would Increase Liberty Stake. In that piece I took the time to point out Professor Page’s opinion, as well as go through the SEC documents that support my original position.

The bottom line here is that as things stand today a buyback of common shares only would increase the Liberty stake. That was my original point, and the point I have maintained all along. The issue is important because it was talk of stock buybacks that excited investor so much in the first place. Understanding the dynamics at play with a stock buyback is something investors need to know and be informed on. Talk that this issue is moot until Sirius XM issues a buyback plan are flawed in that when a company begins to talk about a buyback it is a reason some will make an initial investment, a reason some will hold their position, and perhaps a reason why some will want to add to their position. With the stock trading below $2.00 again, people may want to take action based on their knowledge of what the potential of a buyback delivers. Relmor states in his article that the answer will be known when the company makes a filing on the issue or when the number of shares gets to a point where the anti-dilution language kicks in. Why should investors have to wait until then to be informed? The answer is that they can be informed now, while the stock is trading where it is at. Isn’t knowledge power? Wouldn’t an investor want to understand such issues sooner rather than later?

In the end the purpose here is not to slam other sites. I fully encourage readers to visit all of the sites covering satellite radio. Readers can decide for themselves the information they like or do not like. They can decide for themselves the sites that offer sound opinion or more risk laden opinion. The Sirius XM community is passionate. I understand that. Owners of sites can be passionate. I get that too. The purpose of this piece is to defend my character, integrity, and reputation against what I consider unprofessional and sophomoric attacks that accomplished nothing but to confuse investors and divide the satellite radio community. Confusion is not good, and neither is “cat-fighting” between sites. This matter, handled more professionally, could have been a wonderful learning experience for readers and investors. Instead it turned into a soap opera where readers and investors are more confused than ever before.

My biggest issue in all of this drama is what transpired “behind the scenes” in site forums and in comments under articles. It is my hope that even when a site operator has a differing opinion that they handle it in a more professional manner. I am not here to disparage other sites…please read them all. I am here to offer information and informed opinion. Differing opinions are inevitable, it is how we conduct ourselves that we can control. My opinion on a Sirius XM share buyback has not changed. My opinion was shaped by what Mel Karmazin stated, several lengthy conversations with the companies, an interpretation of the SEC filings from an expert in SEC law, and my fresh viewing of the SEC filings with my preconceived notions (which were that 40% was 40%) set aside.

I realize that this type of article will frustrate many who simply want information and really do not care about the drama. Long time readers are invited to post their frustrations under this article. What I ask is that you consider that new investors visit these sites on a daily basis and need to understand the dynamics at play. Hopefully by bringing this issue to the front and center, a new and more professional standard between sites can be established so that going forward site owners are not compelled to defend their character and reputation, and long time readers are not confused.

What I suggest is that investors read all of these pieces, and listen to the interview with Professor Page. If you feel it is necessary you can call the company, but bear in mind that they will not give you a “legal” answer.

Position – Long Sirius XM Radio