sirius xm logoSirius Satellite Radio filed form S-4/A with the SEC again today. This is the fourth revised version of the document since the merger process began. Multiple filings of this document are expected because the SEC reviews and comments on each filing. Once accepted, the final version of the document will be made public. It is that version that will include dates for the shareholder vote on the issues surrounding the merger.

Since the last filing, additional information has been added to the document to get where we are today. The changes of note happen in the middle of the document on page 81. New to the form is information that the respective boards considered when the merger was originally discussed between the companies. Certain guidance at that time was offered by the respective companies regarding subscribers, revenue, adjusted loss/gains, operation cash flow, capex, and free cash flow. Since that point in time both Sirius and XM have adjusted that guidance. Basically, the new information outlines a bit more history of the merger process before it was announced.

Going forward, this is likely, in my opinion, the final version of the document that will gain acceptance by the SEC. Approval by the SEC could happen at any time. Once approved, the finalized version will be published and shareholders will know meeting dates. The importance of this, again my opinion, is that the companies would want to set a shareholder vote as close to an anticipated regulatory decision date as possible. These companies would not want to vote to early because a "material event" could happen that would require a new shareholder vote. Secondly, they would not want to have regulatory approval and lack the shareholder vote to proceed with the merger. From a strategic standpoint this makes the most sense. Investors in these equities will want to note the date, because once established, it will ratchet up the tension and or anticipation on the street.

We are fast approaching 30 days since Sirius and XM announced substantial compliance with the Department of Justice. What investors need to remember is that the SEC* DOJ is under no pressure to make a move because the FCC also plays a role in this process. Up until the FCC decision, the DOJ could decide to take action. The agencies do coordinate efforts, thus the DOJ is not operating in the dark on the FCC's timeline for calling the matter to a vote. The FCC has indicated that they anticipate bringing the matter to a vote in the fourth quarter. For their part the DOJ has stated that they are working on the merger as quickly as possible.

*Thank you G.T. for pointing out the typo. The next sentence illustrated that the agency that was being referred to was the DOJ. We apologize for any confusion.

Position - Long Sirius, Long XM