Take A Look At The 12b-25 Ext: What Does It Reveal?

#2 on the BK counterparty bus...

>>Maffei: Sirius/DirecTV Bundles Could Come
But Mobile TV Farther Off In Future
Mike Farrell -- Multichannel News, 2/25/2009 12:19:58 PM MT

...Maffei told analysts that he saw opportunities for bundling Sirius service with DirecTV in the future, but declined to be specific.
"One could talk about or imagine bundles, probably the $80 [per month] DirecTV product offering free trials of the $11 [monthly] Sirius XM product more likely than the other way around,' Maffei said. "I certainly think those are things we have talked about and we didn't put a lot in our valuation for that. But it is something [Sirius CEO] Mel [Karmazin] is enthused about and something I believe [DirecTV CEO] Chase [Carey] is enthused about. I hope we will be able to proceed on some of those in ways that are obviously beneficial for both parties." <<

My Commentary: I wonder. Why does Maffei talk about this to analysts rather than any impending uncertanties of the deal? Also, he specifically says "in our valuation." To me this confirms Liberty entered this deal only after their own due diligence (I'm being duh obvious here, but why not given the neg buzz!?). And further, since I do not consider Liberty stupid, I can't believe 100% they don't not expect this deal to complete once Mel and BOD's agreed to any part of it. Through statements like the above, it's clear they want this to happen for many reasons above and beyond just benevolently allowing SIRI to BK with dignity (shielded from the clutches of evil Ergen, as Brandon so laughably opines at the end of his article). Belllly laugh!

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Originally Posted by relmor2003

If they did go BK, I accept the guilt of affecting other peoples opinion in money matters. Yes. I have to live with that. Just like short and stubby have to live with convincing someone to sell at .03 cents, when .25 was offered not 2 days later. Thats a 800% swing. Pretty big money, IMVHO. Would I give them their money back...
Of course not. But nor is Jim Cramer for going on TV and telling everyone you "have a $5 stock" when he knew for a fact their was a consolidated short interest in the stock mounting, that would prevent any run ups from sticking, and the stock was doomed to be sub $2 in a matter of days post merger. Is he going to give people their money back? Of course not. Its NITE going to feel sorry for throwing huge blocks up at crucial moments to send the price back down? of course not. But I am here offering advice to help people see the manipulation that goes on in any stock that is high profile, and especially one with so much at stake. Your wrong. You are responsible for everything you say and do in your life. If you dont want that responsibility, go live under a rock, and dont communicate with the world. Butterfly effect. If you throw a wrapper out a window, that ends up one day causeing a car to skip off the road, and kill a person, you are 100 percent responsible for that death. You can say, I just littered....
Well, true, but your littering cause consequences. Living causes consequences. Period. Not saying the act of littering is evil, and it is an extreme example, but its still an "act with consequences". No one is blameless in the world.
Intentions and being "blameless" are two different things.
Intentions are one thing, but regardless of your "intentions" your words and actions still have consequences. What is the intention of littering? Simply to get rid of an unwanted piece of trash. Are you guilty of causing the death? Yes. Are you evil for littering? No. You were wrong to, but even if it was legal to litter, your still guilty of your action. Period. Live with it. Its called life.

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True no one is blameless in this world, but in the stock market you do your research and you make your own decision based on your conclusion, and the person to blame is one self, not you cos or Si62, john, killer and anyone else on this blog..........That is too big of a burden to carry, even stock brokers that recommend certain funds always show you the chart and let you decide for yourself so they are not to blame. I think we all appreciate all the research and knowledge you bring to the table and that I am grateful for. If I lose my money I only have myself to blame! Gina

There was nothing wrong with Cos's initial intention with bringing up this thread. The responsibility falls FULLY on Brandon's shoulders. Brandon is a MODERATOR here, as well as a article contributor to the site, and he has blurred the lines when they should remain separate.

Moderators should be answering questions about the forum, settling disputes between members, and keeping the discussion in the forum's threads and posts in check, not sturring up discontent. Charles really needs to amend Brandon's job responsibilities. Either be a contributor, or be a moderator, because it is apparent that he can't handle both.

cos, relmor, sl62, OD, KK, BB, etc.. good job fellas

Yes Gina, I agree with that. Ultimately its the personal investors decision, and has only himself to ultimately blame. Agreed. But if you are someone respected and listened to, it MIGHT be a good idea to "tred carefully" with "hot topic" issues. Thats all. A little personal responsibility is always a good thing. Watch "Hitchcock". Message is there of which I speak. He has NO OBLIGATION to help anyone. But hes "special" and he knows it. Cos1000, brandon, charlie, tyler, john, homer, are "special". As they are the most intelligent posters(maybe not Brandon, lol), THEY have added responsibility whether they want to accept it or not. Watch "Spiderman". With great powers comes great responsibility. In this case the great power is "information and opinon". Is it responsible for Greenspan to come on tomorrow, and tell everyone to pull their money out of the banks, if he sees it as "a possibility" of a FDIC default? Of course that would be irresponsible, becuase of WHO HE IS. Now if I do it, its not so bad. In fact, it would go unheard.

Everyone................UNDERSTAND........ your personal due diligence in this arena is on your own individual heads. Others here are kind and generous enough to share their intelligence, hard work, and time............ to try to improve your personal positions in this very complicated and NASTY stock. That being said.......... this is no game, only the best and brightest should be involved in this stock and it's manipulations. That number is probably a mere handful of people here. Incidentally......... I am not one of the few, as I am sure you have long since realized. I do however, know tallent when I see it, and in our battle commanders.....sl62 , cos1000 , 888's {john}, and last but certainly not least, relmor.......... we are blessed with a leadership in this fight that has rarely been assembled, if ever. Behind their united front, I gladly follow ............ under the battle flag of the Blue Dog. Amost every Dollar I have, has been thrown into this fight. I live or die under this banner and their leadership. The decisions I make, HOWEVER, are my own. I CHOOSE to follow their lead. We can...... and WILL prevail.......... Stay Stong.....Stay Long. ...NO FEAR. All for One......... and One for All ! .............................follow the Dog.

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Originally Posted by FoolNHisMoney

I think he is referring to the idea that the JPM extension must be be completed before Liberty will buy the other $100 mil debt and the auditors can exclude the going concern language. This would mean that all of the May debt is handled by the 17th. As you say, I think it's a matter of getting everything to fall into place concurrently.

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FoolN...

This is my point. We know all these facilities are interdependent so to speak. But that has nothing to do with the going concern. Don't lose sight of that Mel has actually until 4/15 to have all items in place. Further, I wrote two days ago that GM's 10K and issued concern clause was based as of 12/31/08. It did not take into account what they are right now seeking to secure in aid from Gov (which though probably will happen, is not secured yet). That is important. If all is equal according to GM's reporting, KPMG will not opine on anything other than "as the BOOKS look as of a certain date." In this case 12/31/08. But unlike GM, even if KPM issues a concern clause based on those books, Mel already has his deal in place ready to go. Given that IN HAND (not still seeking), though we may still get a concern, it may be accompanied by a clause that includes the current deal. I'm not sure an auditor is allowed to to such a thing. But here are the options:

1. They issue the warning with no caveat. In that case it's up to all debt holders invlved to understand the curent deal. If they feel all is satisfied by the deal, they waive any covenant triggers and all deal components trigger and all are happy.

2. They issue the warning with a caveat citing the deal in hand. This automatically triggers al deal components without any potential drama of #1.

3. If allowed, they take into account current deal funding in their equation and come up with no going cncern warning at all..which of course is best case and which triggers all components and most certianly pops the SP the highest.

Further my question to cos1000 was not looking for interpretation or implication. God knows Brandon's done all that we can handle by now. I was asking for the specific clause referring to the May debt that said it needed to be done by March 17 for the deal to go through. I don't see it in the 12b filing or anywhere else.. I also didn't read in that filing that company was having trouble renegotiatng the JPM $250M facility..I'm just asking where that specific concern came from, that's all...

NEW YORK, March 6, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- SIRIUS XM Radio Inc. (Nasdaq: SIRI) and Liberty Media Corporation (Nasdaq: LINTA, LINTB, LCAPA, LCAPB, LMDIA, LMDIB) today announced the closing of the second, and final, phase of the previously announced investment by Liberty in SIRIUS XM.

Mel Karmazin, Chief Executive Officer of SIRIUS XM Radio, said, "We are excited to have closed the second and final phase of our investment agreement with Liberty Media. It is an example of the confidence our lenders and Liberty have in our business model. These transactions resolve all of the uncertainty surrounding the company's and its subsidiaries' debt maturing in 2009. Having addressed our near-term financial obligations, we remain focused on continuing to deliver on all the promise of the merger of SIRIUS and XM -- a more efficient company offering the best programming through new packages to more subscribers."

Auditors would be required to post any of the items below based on the current Debt status:
Reasonible certainty
Fully warranted
Pending Completion


Without these hooks the Auditors report would be no more than guess. The likelyhood of success is know by Mel & Malone, but the Auditors can't take their word on it!. Last time I looked the stockholders still own Sirius, and the Auditors are there more for us than Mel or Malone! Taking each statement at face value and determining the likelyhood of success based on publically know factors is not something an Auditor can do. Auditor's have to assume "If it can go wrong it willl." This Handcuffs Mel and Malone from a financials point of view, but SOX's is required due to its publically owned status. I am going to stop there and not open this topic up any further for any SENSATIONALISTIC JOURNALISM to be based on!

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Originally Posted by killerkaul

Everyone................UNDERSTAND........ your personal due diligence in this arena is on your own individual heads. Others here are kind and generous enough to share their intelligence, hard work, and time............ to try to improve your personal positions in this very complicated and NASTY stock. That being said.......... this is no game, only the best and brightest should be involved in this stock and it's manipulations. That number is probably a mere handful of people here. Incidentally......... I am not one of the few, as I am sure you have long since realized. I do however, know tallent when I see it, and in our battle commanders.....sl62 , cos1000 , 888's {john}, and last but certainly not least, relmor.......... we are blessed with a leadership in this fight that has rarely been assembled, if ever. Behind their united front, I gladly follow ............ under the battle flag of the Blue Dog. Amost every Dollar I have, has been thrown into this fight. I live or die under this banner and their leadership. The decisions I make, HOWEVER, are my own. I CHOOSE to follow their lead. We can...... and WILL prevail.......... Stay Stong.....Stay Long. ...NO FEAR. All for One......... and One for All ! .............................follow the Dog.

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Agreed, I am a Real Estate broker, I had a client once getting a loan at 15% while interest rates where as low as 5% because of her credit that 15% she thought she should be grateful for, I tried to convince her to wait, showed her and told her everything I could to terminate the transaction but when she was so stubborn and wanted to go forward I put it in writing to protect my butt. In Real Estate we have so many forms to protect the broker and in every email we have a disclosure "This information is deemed reliable, but not guaranteed". The lenders led us to where we are today, if they can only see the damage they did to so many people but I also believe getting a loan and making the decision on that loan is the clients decision and responsibility however it is heartless to encourage people that can't afford a house to get it just because you can approve them. Eventually she sold the house because she couldn't afford her payment luckily before the housing crisis. That said, stock market is a risky business especially now, so don't invest money you can't afford to lose! Gina

sl62,
thanks for your post. It is fascinating, but I was born and raised in Frankfurt. Wagner is one of the original restaurants in Sachsenhausen and Applwoi as we call it is very strange stuff. my brother in law, he is from El Paso, wanted to die the day after he had a few. I hope you had a chance to see the Dom and the Roemer , the kings were crowned there for centuries.

:clap::clap::clap: up baby. .1373

Crap....there's so many threads I can't find the one where everyone is talking about the 2nd half of the deal being done. Isn't this REALLY good news?

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Originally Posted by AmenhotepIII

Crap....there's so many threads I can't find the one where everyone is talking about the 2nd half of the deal being done. Isn't this REALLY good news?

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Icing on the cake will be the 4Q report. I'm Positive Malone saw it!!

This will be my last post on this now WORTHLESS THREAD, as I stated yesterday and the day before it was a WORTHLESS THREAD.

BOOOOOOYYYYYAHHHHHHHHHHH BABY
I love to tell you I told you so, so Ill tell you now
I told you so. What you get for listening to "fearmongering" and not me and others with common sense.

I offically retire this thread.!!!!

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Originally Posted by sl62

FoolN...

This is my point. We know all these facilities are interdependent so to speak. But that has nothing to do with the going concern. Don't lose sight of that Mel has actually until 4/15 to have all items in place. Further, I wrote two days ago that GM's 10K and issued concern clause was based as of 12/31/08. It did not take into account what they are right now seeking to secure in aid from Gov (which though probably will happen, is not secured yet). That is important. If all is equal according to GM's reporting, KPMG will not opine on anything other than "as the BOOKS look as of a certain date." In this case 12/31/08. But unlike GM, even if KPM issues a concern clause based on those books, Mel already has his deal in place ready to go. Given that IN HAND (not still seeking), though we may still get a concern, it may be accompanied by a clause that includes the current deal. I'm not sure an auditor is allowed to to such a thing. But here are the options:

1. They issue the warning with no caveat. In that case it's up to all debt holders invlved to understand the curent deal. If they feel all is satisfied by the deal, they waive any covenant triggers and all deal components trigger and all are happy.

2. They issue the warning with a caveat citing the deal in hand. This automatically triggers al deal components without any potential drama of #1.

3. If allowed, they take into account current deal funding in their equation and come up with no going cncern warning at all..which of course is best case and which triggers all components and most certianly pops the SP the highest.

Further my question to cos1000 was not looking for interpretation or implication. God knows Brandon's done all that we can handle by now. I was asking for the specific clause referring to the May debt that said it needed to be done by March 17 for the deal to go through. I don't see it in the 12b filing or anywhere else.. I also didn't read in that filing that company was having trouble renegotiatng the JPM $250M facility..I'm just asking where that specific concern came from, that's all...

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SL, I don't think there is a specific clause that states "done by 3/17" in exact words, but the iterpretation comes from this paragraph in th 12b-25:

Management has not yet completed its evaluation as to whether substantial doubt exists relative to the Company’s ability to continue as a going concern for a reasonable period of time. A significant element of that evaluation relates to uncertainties associated with funding of amounts stipulated in the aforementioned Investment Agreements. These uncertainties may not be resolved by the time the Company files its Form 10-K with the Securities and Exchange Commission. In the event such uncertainties remain unresolved, management anticipates that KPMG LLP’s auditors’ report relative to the Company’s 2008 consolidated financial statements will contain an explanatory paragraph indicating substantial doubt about the Company’s ability to continue as a going concern.

The bolded line can only be read that the Liberty Investment Agreements must be completed by the time of filing. And Liberty's Investment Agreement is contingent on extending JPM debt. I don't think anyone has raised concerns about the JPM facility - that's been my point all along. There is no credible BK threat unless someone has evidence if this.

Hey Gina.
Let me guess, you spend 12 hours at Frankfurt International, my hometown.
Are you by any chance Italian ?
Good to talk to you, by the way my name is Petra.

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Originally Posted by relmor2003

This will be my last post on this now WORTHLESS THREAD, as I stated yesterday and the day before it was a WORTHLESS THREAD.

BOOOOOOYYYYYAHHHHHHHHHHH BABY
I love to tell you I told you so, so Ill tell you now
I told you so. What you get for listening to "fearmongering" and not me and others with common sense.

I offically retire this thread.!!!!

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Rel- You have indirectly made me a wealthier man. S162,cos,killer,bunch of numbers, cos(yes Cos)... Thank you all for your educated guesses, shared knowledge, and due dilligence.

Killer- You dog creeps me out. Thank you all!!!

GM is down today and bk is more likely than ever. Just heard the negotiations between GM and the German goverment are postponed, some very harsh remarks by goverment officials.
The State of Hesse offered up to 5B to take over Opel and their sisters Saab and Vauxhall, but GM can't sell because they don't own it anymore, it belongs to the Treasury already ( plants,buildings , even the patents ).
Graf zu Guttenberg is on his way to talk to Geithner this weekend.
If they get a deal together, this would be good for GM and would this be good for Sirius too, or is this not that important /

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Originally Posted by choirgirl

Hey Gina.
Let me guess, you spend 12 hours at Frankfurt International, my hometown.
Are you by any chance Italian ?
Good to talk to you, by the way my name is Petra.

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Hi Petra, No not Italian but I was raised in an all girl catholic schools and I speak french as a second Language. Yes Frankfurt, I was able to get out for few hours but didn't really see much and was constantly thinking I need to get back to the airport for I didn't want to miss my plane. Next time I will stay few nights. Not from Europe so I will let you guess! I think if GM survives it will be good news for Sirius.........Good talking to you! Gina

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Originally Posted by choirgirl

GM is down today and bk is more likely than ever. Just heard the negotiations between GM and the German goverment are postponed, some very harsh remarks by goverment officials.
The State of Hesse offered up to 5B to take over Opel and their sisters Saab and Vauxhall, but GM can't sell because they don't own it anymore, it belongs to the Treasury already ( plants,buildings , even the patents ).
Graf zu Guttenberg is on his way to talk to Geithner this weekend.
If they get a deal together, this would be good for GM and would this be good for Sirius too, or is this not that important /

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Choirgirl...

Great info! Not surprised..And yes, they will get a deal done and yes, it's important they do. U.S. cannot afford to let GM go under. It would be suicide right here. NO way does GM go BK here.

And yes, that Applois has a great kick (and fast!). That Wagner was cool. That night we were there , we were told all they were serving was their Applois cause there were like two owners and one only served beer and one the Applois or something like that. The meal, atmosphere and everything was delicious :)