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Thread: Siri Stock Thread March 2011

  1. #11
    Sirius Roadkill is offline
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    The latest from Tiger Blood Savery!

    Internet Radio Round-Up – Pandora, Spotify, MOG, QTrax, Limewire, Beyond Oblivion and More

    http://siriusbuzz.com/internet-radio...comment-127260


    siriusperspective says:
    March 9, 2011 at 11:25 am
    Spencer, I was curious what you thought about Bob Pittman of Clear Channel on CNBC last week when he commented that he wasn’t sure you could make money on these services.He didn’t know if they were a free standing business. Sounds like everyone’s trying to make something stick to the wall. I want sirius/xm to provide a custom play-list service but I am glad they already have content first. I hear tivo is great but it is not t.v. On the other hand, how long before these services have enough money to sign deals with a NFL,CNN, FOX etc…

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    sirius roadkill says:
    March 9, 2011 at 4:22 pm
    Don’t hold your breath waiting for that answer on Bob Pittman . . Spencer will not address it because it doesn’t fit his thesis . .

    the same way he touts Pandora’s # of “Registered Users” and monthly revenue but never provides an ARPU calculation;

    the same way he fails to mention that Pandora has never posted full-year profitability;

    the same way he fails to mention that 86% of Pandora’s revenue is derived from advertising;

    the same way he fails to mention that TSL (Time Spent Listening) has continued to decline as smartphone penetration has increased;

    the same way he fails to mention that Pandora’s auditing process has material defects;

    the same way he fails to distinguish between curated music and a playlist service.

    Today’s article merely highlights the profound absence of any real barriers to entry and the severe fragmentation within the sector . . but hey, why let a few inconvenient facts get in the way of a good story!
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    Last edited by Sirius Roadkill; 03-09-2011 at 08:38 PM.

  2. #12
    MUSCLE13 is offline
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    I think you meant zero barrier to entry Roadkill. While it could take hundreds of millions if not billions to enter the sat radio market, my 6 year old nephew can, without using any money, start an internet radio station for the whole world to listen to.

    Mark my words - there are 1 million radio stations available on the net today - they are ALL moving to smartphones. It's not a business. 2 words - Audience fragmentation

  3. #13
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    Spencer Osborne says:
    March 9, 2011 at 5:29 pm
    Roadkill.

    You state, Dont hold your breath waiting for that answer on Bob Pittman . . Spencer will not address it because it doesnt fit his thesis . .

    I have addressed it and replied. These companies have interesting ideas about how to make money from Internet radio. As an investor in sirius XM, you better hope that money can be made on the Internet feed because Sirius XM is in that business too. If it was soo terrible, then Sirius XM should cut off the Internet feed altogether.

    You say, the same way he touts Pandoras # of Registered Users and monthly revenue but never provides an ARPU calculation;

    I have addressed this. Pandora has a wonderful list of contact information to utilize from all of those registered users. Their ARPU..Quite easy..about $1.00 per registered user. The subscriber ARPU is substantially higher.

    You say, the same way he fails to mention that Pandora has never posted full-year profitability;

    Neither has Sirius XM if you look closely. Pandora is well on their way to it though.

    You say, the same way he fails to mention that 86% of Pandoras revenue is derived from advertising;

    And up until last year it was 100%. This issue has been addressed. They are heavily promoting their subscription tier because that will help lead them to a better royalty rate.

    You say, the same way he fails to mention that TSL (Time Spent Listening) has continued to decline as smartphone penetration has increased;

    That issue goes across the board. It impacts terrestrial, satellite as well as Internet. With some of these services they have no way to gage TSL because you cached the station. Please, dont let little facts like that get in the way though.

    You Say, the same way he fails to mention that Pandoras auditing process has material defects;

    As has Sirius XMs in the past. It could be argued that it still does.

    You say, the same way he fails to distinguish between curated music and a playlist service.

    They differ, but in the end they need to deliver what a consumer wants. Customized channels are indeed curated.another fact that you should not let get in the way.

    If you want to believe the IDIOTS out there that have called Internet Radios death time and time again, feel free. Those that say that are delusional IDIOTS. Plain and simple

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    sirius roadkill says:
    March 9, 2011 at 8:32 pm
    ok, let me see if I have this right . . because I do not want to misquote you . .

    In a nutshell, your rebuttal to my post is as follows:

    1.)
    Interesting ideas equal profitability as a standalone enterprise;

    2.)
    ARPU should only be calculated based on subscribers;

    3.)
    Sirius XM has never had a full year of profitability despite public disclosure to the contrary;

    4.)
    Pandora is well on their way to profitability despite IPO disclosures to the contrary;

    5.)
    Pandora is heavily promoting their subscription tier . . despite the fact that last week it was reported that they are unlikely to give up their lucrative advertising platform anytime soon;

    6.)
    The interpretation of TSL is the same for an advertising model as it is for a subscription model;

    7.)
    Sirius XM has undergone an independent review which has found material defects in their auditing process and;

    8.)
    A customized channel that I have self-curated becomes an after-the-fact curated channel.

    Do I have that right Charlie Sheen?

  4. #14
    Sirius Roadkill is offline
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    Quote Originally Posted by MUSCLE13 View Post
    I think you meant zero barrier to entry Roadkill.
    thank you muscle . . I will fix that now!

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    Dr. Drew Weighs-In on Tyler's Recent Behavior


  6. #16
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    homer985

    " . . . I'm talking about tender offers in general. A third party can make a tender offer directly to a target companies shareholders - and there's nothing a target company do about it, accept make recommendations. This is covered under the Williams Act and SEC Rule 14e.

    Going back to Sirius, . . . . the word "unless" is a key word to pay attention to... the provision between March 2011 and 2012 says they cannot go over 49.9% without "prior written approval" of the "Independent Common Directors" of Sirius XM... UNLESS, they do it via a "permitted tender offer"... and since target companies have no say in tender offers, there's nothing Sirius can do about it. Fortunately for them, per the agreement with Liberty - such a tender offer must be for "all shares". Which is fine... they make a tender offer for $2.50 for "all" outstanding shares... maybe 30% of the outstanding tender their shares, the rest do not. Liberty ends up with another 1.1BB shares taking their ownership to 57% or so. The cost to them was $2.75BB... and they didn't have to buy "all shares"... only offer for them. They take what they get."




    The Tender Process

    Step 1—tender offer: The first step of a tender offer is the offer by Acquiror directly to Target shareholders to purchase their Target shares for the specified offer price. Upon commencing a tender offer, Acquiror must file a Schedule TO (tender offer) with the SEC. If Acquiror offers stock as part of the transaction consideration (i.e., an exchange offer), Acquiror also must file a registration statement for the securities since any company issuing public stock in the U.S. must file a prospectus, whether it is “selling” the stock in an IPO or “issuing” the stock as consideration in a proposed acquisition.

    Within 10 business days after Acquiror has filed the Schedule TO, Target must file a Schedule 14D-9 with the SEC pursuant to which Target is required to state whether it (i) recommends the offer to shareholders, (ii) does not recommend the offer to shareholders, or (iii) makes no recommendation to shareholders.

    In the Schedule TO, Acquiror will state the minimum percentage of shares that must be tendered in order for the tender to close. The minimum threshold chosen in the tender offer is almost always equal to or greater than the voting requirement in a traditional one-step merger. In this way, should a subsequent shareholder vote be required, approval of the transaction would be guaranteed. If the minimum threshold of tendered shares is met, the transaction will move to Step 2 (described below). If the minimum threshold is not met, Acquiror has the option (i) to withdraw the tender offer or (ii) to extend it. If the offer is withdrawn, no shareholders will receive the consideration offered (as if the offer never occurred).

    The tender offer must be “open” for at least 20 business days (4 weeks) and, during that time, shareholders can elect to tender or exchange their shares. Acquiror cannot “take up” or purchase any shares until this initial tender period has closed. After the initial 20-day tender period has run, Acquiror is allowed to purchase the shares tendered to date and to extend the offering period by between 3 and 20 business days (this is called a subsequent offer period). If a change is made to the offer, the tender offer must be kept open for additional time. The length of time that a tender offer must be extended if a change is made depends on the nature of the change.

    For example, assume Target has a simple majority requirement for approval of a sale of the company. If Step 1 of the tender results in greater than 50% of Target shares being tendered (offered for sale by Target shareholders), then the tender offer proceeds to Step 2 below and Acquiror is contractually required to purchase the tendered shares. If, on the other hand, the initial 20-day tender period does not result in a majority of Target shares being tendered, Acquiror can either extend the offer period (the subsequent offer period) or withdraw the tender entirely.

    Step 2a.—Short-form merger: If 90% (or more) of Target shares are tendered, Acquiror can effect a short-form merger under applicable state law to “squeeze out” the remaining 10% (or less) of shares not tendered in the tender offer process. In a short-form merger, there is no shareholder vote—all remaining shares must be sold. Upon filing of the short-form merger certificate with the Secretary of State, the minority shareholders no longer have any rights to the shares, other than the right to receive the same consideration paid to the other shareholders in connection with the tender offer.

    Step 2b.—Long-form merger: If Acquiror obtains more than the minimum threshold but less than 90%, the tender still closes but Acquiror must proceed down the traditional merger path in which: (i) disclosures are sent to shareholders, and (ii) shareholders must vote in favor of the transaction in order for the transaction to close. This is generally referred to as a long-form merger. This long-form merger (also called a one-step merger) is exactly the same process described above in the section entitled Merger. Since the tender offer in Step 1 closed (and Acquiror therefore already owns a certain number of Target shares), Acquiror will vote those newly acquired shares in favor of the transaction at the shareholder vote. Assuming that the minimum threshold chosen in the tender offer is equal to or greater than the percentage required for approval in a traditional merger (>50% in our example above), Acquiror already owns enough shares to guarantee a winning shareholder vote.

    Two other things to note: (1) The percentage requirement for a short-form merger (90% in the example above) is set by the state in which Target is incorporated. While 90% is a common setting for this percentage requirement (and is the Delaware requirement), the required approval level for a short-form merger may differ in other states. (2) While tender offers are usually done to try to purchase control of a company, their use is not restricted to this purpose. If Acquiror simply wanted to purchase 4.9% of Target, Acquiror could structure the tender offer accordingly. Similarly, if Acquiror simply wanted to effect a significant share repurchase of its own stock, it could do so through a tender offer (as opposed to the more common “open market” programs that many companies have in place).
    Last edited by Sirius Roadkill; 03-10-2011 at 10:55 AM.

  7. #17
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    Cumulus Media to Acquire Citadel Broadcasting

    Cumulus Media to Acquire Citadel Broadcasting
    Thursday, March 10, 11:34 AM ET

    Radio broadcaster Cumulus Media (NASDAQ:CMLS) said today it has agreed to acquire Citadel Broadcasting Corporation for $37 per share in cash and stock. The purchase values Citadel at $2.4 billion.

    http://www.marketnewsvideo.com/story...iri-CML031011/

  8. #18
    Sirius Roadkill is offline
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    Lawsuit notifications follow the Citadel - Cumulus merger

    Even though the ink is barely dry on the sale of Citadel Broadcasting to Cumulus Media, four law firms have already released notifications of possible class-action lawsuits regarding the merger. . . . . New York-based firm, Bernstein Liebhard LLP is investigating the sale of Citadel and "the potential unfairness of the price to Citadel shareholders and the process by which the Citadel Board of Directors considered and approved the transaction."

    http://www.radio-info.com/news/lawsu...cumulus-merger

  9. #19
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    Clear Channel's Pittman Talks Pandora

    March 11, 2011

    Clear Channel Chairman of Media & Entertainment Bob Pittman spoke Wednesday at the Credit Suisse Investor Conference in Miami, and dedicated much of his speech to explaining the differences between radio and newer digital technologies. According to RBR.com, Pittman said, "Radio is quite different than playlists or music lockers. Typically people have had their radio they love and theyve had their music collection. Things havent changed. They still have a music collection and they have the radio stations. One is programmed for them, one is where I program stuff myself and look through it and play it and have specific interests."

    Pittman added that Pandora is essentially just a "playlist," similiar to what you'd make for your own iPod. "Remember how great it was for a while, but over time you got sick of listening to your own playlist. It burns out. Thats exactly what happens here, because what youre going to find with Pandora, or even with our service as well, its a shortcut to create a playlist. Youre putting in a song. It creates a playlist. Its a benefit Im not knocking it its good, but it aint radio.

    http://www.fmqb.com/article.asp?id=2132478

  10. #20
    Sirius Roadkill is offline
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    Bob Pittman spells out why Pandora is not Radio

    "Pittman noted two studies which found the same thing – the longer someone listens to Pandora, the less they like it. Radio, unlike jukebox services, introduces new songs, has personalities to bond with and delivers local content. Personalities do make a difference, he said, noting that Clear Channel wouldn’t have paid Ryan Seacrest $60 million if it didn’t need to."

    http://www.rbr.com/radio/bob-pittman...not-radio.html
    Last edited by Sirius Roadkill; 03-11-2011 at 08:53 PM.

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