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  1. JasonL is offline
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    Joined: Dec 2007 Posts: 107
    09-16-2008, 05:41 PM #21

    I actually agree with you frigginregan

    I absolutely agree that that would be the perfect scenario, but in reality Mel "Bad"Karma - zin has been one let down after the other. The realists out here know there will be no big news and the market will just ignore the launch of new radios and best of programming. This shit stock will still be hovering around a dollar after Oct. 6th. His wisecrackin and sarcastic rambling has upset this stock even more. He is a great disappointment, and I am onboard with a full investigation into him and his board, and what the **** they are up to, because its obvious something stinks, and if you can't smell it, your brainwashed.
    I almost believe Mel is on a mission, to make these (you and me) unsophisticated shareholders pay for not backing him 100% and trying to throw a wrench into his master plan.
    To buy it up cheap and sell it to the highest bidder, at the cost of the shareholder.
    Until he proves differently, You cannot sway my view.
    Last edited by JasonL; 09-16-2008 at 06:11 PM.

  2. hartleib1 is offline
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    09-16-2008, 06:46 PM #22
    P.O. Box 7078
    Laguna Niguel, CA 92607


    September 12, 2008

    Marlene H. Dortch
    Federal Communications Commission
    445 12th Street, SW
    Washington, D.C. 20554

    Re: Notice of Ex Parte Presentation; Consolidated Application for Authority to
    Transfer Control of XM Radio Inc. and Sirius Satellite Radio Inc.
    MB Docket No. 07-57

    Dear Ms. Dortch:

    In accordance with Section 1.1206 of the Commissionís rules, 47 C.F.R. ß 1.1206, and the Commissionís Public Notice dated March 29, 2007 (DA 07-1435), and as directed by Commission staff, this ex parte report is submitted for the record.

    On Thursday, September 11 at approximately 1:30 pm PST, I received a joint call from the Media Bureauís Royce Sherlock and Marsha Glauberman. I was first informed that Rosemary Harold was no longer with the Bureau. Ms. Harold was the Bureau staff member who had been assigned to my Petition for Declaratory Ruling filed in this Docket concerning compliance with the interoperability mandate. No explanation was provided as to why I was being formally notified that Ms. Harold had left the Bureau.

    I was next asked for information about the Petition for Review filed with the U.S. Court of Appeals for the District of Columbia Circuit. I answered truthfully that from my knowledge and perspective (based on how my Petition for Declaratory Ruling had been handled), that grounds existed to allege that the FCC had allowed itself to be drawn into and thereby become complicit in a potentially criminal enterprise of the two SDARS licensees to combine the entire SDARS spectrum into one entity. I also pointed out that grounds also existed to find the FCC was drawn into a well-orchestrated conspiracy to prevent and preclude consumerís access to or knowledge of interoperable devices and that the purpose of this conspiracy was to prevent the two licensees from having to compete through the availability of interoperable devices as the Commission had required ten years earlier.

    September 12, 2008
    Federal Communications Commission
    Page 2

    I also raised concerns about the Commissionís refusal to disclose incriminating documents that the licensees had kept secret by obtaining protective orders and which the Commission did keep secret
    despite demands that they be placed in the record. This refusal raises another question suggesting
    the merger approval was prejudged and the proper procedures to ensure an impartial decision based on public interests and not those of the licensees ignored resulting in a breach of the statutory mandate to serve the publicís interest and risk becoming complicit in the fraud perpetrated by the two SDARS companies.

    I commented in addition that it was not only unconscionable and perhaps a violation of Federal Law for this Commission to withhold documents from the Publicís view, but most importantly, the Department of Justice. The FCC failed to provide the Department of Justice with documentation by which these two SDARS companies admitted to conspiring to restrain free trade in violation of anti-trust laws.

    I informed Ms. Sherlock and Ms. Glauberman that Chairman Martinís decision to unilaterally reclassify a properly formatted Petition for Declaratory Ruling was an absolute abuse of power and a violation of the Chairmanís duty to protect the publicís interest.

    I informed them that it is quite likely they will have to re-address the FCCís merger decision if the Federal Courts rule that the FCC violated their procedures and rescinds and/or enjoins said merger. I stated that the Commission may be addressing this issue all over again in the not so distant future and both acknowledged that that could be the case.

    I stated I would be submitting my Petition for Review with this Ex-Parte to be part of this official docket. I was under the impression Docket 07-57 was closed but, Ms. Sherlock and Ms. Glauberman informed that I must file an Ex Parte detailing our discussion, hence, this submission.


    Michael Hartleib



  3. homer985 is offline
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    09-16-2008, 10:05 PM #23
    First thing... Hartlieb, your emotions will be your downfall.

    Secondly... it is obvious most on this thread were not around in 2002... the last time this company had its back up against the wall to do a refinancing. Ironically, it was the last time Sirius (and XM) both cratered as there were questions regarding its viability. I was one of those heavily questioning Sirius at the time and refused to invest in it, outside of a token purchase at $0.94 that I flipped at $6.99.

    With that said, this stock is cratering for one reason -- will they or won't they get the financing they need. Shareholders are pissed at Karmazin for not saying more -- but they don't understand he can't say much more or risk exposing himself to more lawsuits. What Karmazin did say last week, I felt was completely misunderstood -- I suggest everyone listen to the refinancing plans again:

    With the debt market current condition -- it is understandable that the Street doesn't believe that Sirius will get what it needs -- and it is being punished for it. I do not believe that Karmazin can say anything more until a deal is in place -- beyond what was said above.

    I posted more thoughts on this on Yahoo earlier... here's what I said:

    The problem that so many are not realizing is that Sirius isn't looking to increase its debt load here -- and frankly, doesn't need to even raise any new cash in the end.

    The expiring Feb09 convert holders (mostly held by GS) have already seeked out an offer to exchange them for new converts. Such a move would require no new debt or additional debt -- just the exchange of old converts for new ones under different terms. This is what Karmazin is attempting to avoid, as doing this would greatly increase the coupon and lower the exchange price... which is not a shareholder friendly move. Indeed, many shareholders have been blasting Karmazin of late -- but most don't understand that what he is doing right now with this, is looking out for the shareholders. If he was not, he'd just take the offer from Goldman. But instead, he's seeking out a bank loan instead -- which would eliminate the dilution from the convertible... which would be a shareholder friendly move.

    That said -- some are suggesting BK... however before BK can be approved you have to be demonstrating liquidity problems. Sirius is not having liquidity problems. They have $450 million cash, a cash burn rate of about $20~30 million per quarter and have been cutting expenses with the closing of the merger. So liquidity and the ability to service the debt is not an issue.

    The issue is being able to deal with the $300 million maturing debt in February. Personally, I happen to find it hard to believe that GM and Honda would sit by and allow the $300+ million investment they've made into XM be voided out in bankruptcy; let alone their lucrative revenue share contracts possibly be changed. In fact, GM, Honda, Ford and Chrysler all stand to be losers in letting this thing go bankrupt -- all over $300 million? Pooling funds from strategic partners has been done to save these companies many times in the past... don't deny that that could be a last ditch option of the company.

    Here's one final thought to think about... the Sirius portion of the debt is approximately $1.27 billion and is NOT secured by any of their assets. Furthermore, Sirius' FCC license on their books is listed as valued at $83.6 million -- however they note the Fair Value of the license/spectrum is in the $1.0~1.5 billion range... it should be easy to see that Sirius has the capacity to add new Senior Secured debt against their assets. Especially since it wouldn't increase the total debt in the long run.

    What we're seeing is an understandable bear attack on this company -- with the attackers taking advantage of the bear market, the worldwide credit crisis and a newly merged company that is in need of refinancing (that could be expensive, deepending on the condition of the market) -- and the fact that the company can't say much about what is going on... this leaves them open for a major attack on their stock. Which has obviously occured.

    The fact is, the company is not levered as much as most believe (based on fair value for the spectrum); they're not looking to increase their debt; and are trying to avoid the pressure of having to exchange for a non-shareholder friendly new convertible. And if they do take the Goldman exchange offer? Increasing the coupon from 2.5% to 10.0% would increase the interest expense by $22 million per year. While expensive, it certainly wouldn't cause a liquidity issue in the company, IMHO.


    Following up on this previous post -- I note that the two investment banks involved in the last round of financing for Sirius/XM was UBS and Morgan Stanley. Which ironically, are two of the investment banks that don't seem to be having problems in this latest crunch.

    So again, there are banks out there for Sirius to work with on a bank loan.


  4. homer985 is offline
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    09-16-2008, 10:18 PM #24
    So what am I saying here? I'm saying that I don't believe that Karmazin is getting a fair rap in this thread. I know that this won't be a popular statement -- but the fact is, I worked for Karmazin back in the 90's and he was ALL about taking care of the shareholders. In fact, that was the most important thing in his company... it drove us programmers crazy and was partly to blame for the current condition of the radio industy today, IMHO.

    I'm sorry Hartlieb, I once again disagree with you vehemently. You're once again drifting into conspiracy theory land -- that I don't believe in. Nevertheless, with regards to your claims about Karmazin screwing the Infinity shareholders in 1990's -- you are wrong. Us shareholders were well taken care of with big fat premiums when he took it private... at a time when the pps had stagnated. He did not screw the shareholders, in the least. Again, you're letting your emotions cloud your judgement.

    And as I stated above (and in other threads regarding Goldman) -- he is very much looking out for shareholders now. I didn't agree with the merger at first -- but as the retail market died, I see now that it was necessary. He struck a fair deal for the merger... it is not his fault that the FCC/DOJ took as long as it did; nor is it his fault that the debt market tanked as the merger closed. I personally cannot fault the guy for NOT saying that "everything was just peachy, with rose-colored glasses on"... because it's not. Instead, I see him attempting to refi the maturing debt, while looking out for the shareholders. I can't fault him for that.

    Sorry, disagree.

    P.S. - There is not one shred of evidence to support a claim that he is attempting to "steal" the company from the shareholders. That was merely a response to a question asked by a reporter, in which he even said he wasn't going to do it. If you're calling him a liar -- then fine. But watch your emotions... you're going to (once again) see things that just aren't there. I point out the headline to this thread that YOU started:

    "Mel wants to F his shareholders buy stealing the combined co. from you."

    Prove it...

    Last edited by homer985; 09-16-2008 at 10:21 PM.

  5. jimmy66 is offline
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    09-16-2008, 10:56 PM #25
    Homer, fantastic posts. I hope you are right. I think we all would like to see Sirius AND Mel be succesful in the long run. I have been disappointed in the recent activity and statements. Couple that with the widespread systemic problems in the market and it is pretty natural for people to question what is going on.

    I have been telling my girlfriend that we will be fine in the long run and to relax. I truly believe that. I look forward to eating my words, apoligizing or admitting I am wrong if Mel does turn the pps around. Just hard to keep the faith in him at this point in time.

  6. homer985 is offline
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    09-16-2008, 11:22 PM #26
    No need to apologize -- as shareholders you have every right and duty to question everything, all the way up to the top when a stock craters like this. I just happen to think there may be too much emotion involved right now, as there should be -- having seen the stock implode so much. But at the same time, I don't know what more could have been done.

    I read comments here and elsewhere where the posters are parsing words and statements... that is easy to do when the chips are down. People are mad and they want answers -- but I don't think there is one simple or satisfactory answer that can be made -- without it being seen as a "pump" or legally questionable.

    I'm not going to sit here and tell you to relax, that everything is going to be okay -- I don't know that that is true. I'm just saying that I don't know that this is Karmazin's fault - that is all.

    One other thing with regards to the original premise of this thread... the EV on Sirius/XM currently sits at $5.3 billion. Despite what Karmazin said about the debt markets and privatizing -- don't be fooled, if he wanted to take the company private or sell it to a buyer... at this current EV, he could do so easily. For example, CBS had $2 billion in FCF in 2007 - with $1.3 billion cash on the books... does anyone really think that they couldn't come up with the financing to buy this company for $5-6 billion?

    That said, going private via an LBO? $5 billion is peanuts for private equity right now... but Karmazin wasn't talking about now in that article, he was talking about perhaps doing it when the company has actual earnings and cashflow; however with a high number of retail shareholders, it would have to be at a high premium for it to gain approval. I think way too much was being parsed by a cursory statement he made, obviously cued by the reporter from the Wall St. Journal. Never trust what you read without hearing a recording of the interview.


  7. hartleib1 is offline
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    09-17-2008, 01:11 AM #27
    Nice spin Homer! Keep the faith as mine is gone! I have talked to McBride, Sarah [] for over 18 months. I was on the phone with her for 45 minutes before she interviewed Mel and today after. Mel did say that he would love to take this co. private now! At this price, if he could finance the deal. He would F us now if he could. Homer you are a SMART GUY PLEASE STOP THE SPIN!

  8. Newman is offline
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    Joined: Jun 2007 Location: Dallas Texas Posts: 1,162
    09-17-2008, 06:27 AM #28
    I agree with you Homer. I do not think ANY of this is Mel's fault. People have pointed out how Mel has disappointed us since he signed on... I have not been disappointed in Mel AT ALL since he signed on, and I do not see reason to stop believing in him now.

    Hartlieb: As I said before, if Mel comes out and makes a private buyout offer at the $1.50 range, I'll join your in a lawsuit, as well as vote all of my shares against it. Otherwize, I remain of the opinion that Mel is working on turning this company around. Yes, he will sell or take it private eventually, but that will be done later when cash flow and earnings have materiallized, and all of us stockholders will make a very nice premium.

    I support Karmazin. I just wish what ever was going to happen would happen faster! (Of course, I realize why it can't or won't happen as fast as I want it to)

  9. homer985 is offline
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    09-17-2008, 07:05 AM #29
    Hartlieb -- your posts continue to be emotional... as I said, that will be your downfall.

    Mistake #1 -- trusting anything discussed with a reporter... and BTW, I too have had several conversations with Sarah since 2004 (for various reasons). You dont have to try and impress me with who you know, because it doesn't.

    Mistake #2 -- calling my post "spin", when all I presented were facts. If you have something factual to prove my facts wrong -- then please do so. Don't just sit there and claim you talked to a reporter, therefore you know more than everyone else and draw conclussions from that conversation. Because as has been proven several times in the past -- you've often drawn wrong conclussions. This is now the second time that I'm asking you to "prove" your claims that Karmazin is trying to "F" the shareholders and "steal" the company from them. A questionable conversation you had with a reporter, doesn't count.

    Mistake #3 -- admitting to and insinuating that Sarah told you what amounts to insider information (IMHO), with regards to Karmazin's desire to take the company private now. Because if it does happen, it opens the door for lawsuits and/or complaints filed against McBride -- naming you in them as well. You're treading on thin water here, FYI.

    The point you missed, is that Karmazin would never get shareholder approval to sell the company for $1.50 share. And he knows that. Which is why he stated he wouldn't do it before the company had better financials -- at which time the company's stock "should" be in a much better place than it currently is.

    This thread is ludicrous... and frankly, you're starting to demonstrate those questionable qualities again, based on your belief in conspiracies. And when you add emotion into it, like you have, it gives the impression that you've gone over the deep end.

    Last edited by homer985; 09-17-2008 at 07:09 AM.

  10. hartleib1 is offline
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    09-17-2008, 12:15 PM #30
    Homer I appreciate your concern and can assure you my emotions are in check. Also as far as the deep end is concerned I am far from it.

    You have the right to believe Mel has the shareholders best interest in mind I donít. I was in the NY court room and know how hard Sirius tried to strip away all of their shareholders rights. They indeed almost succeeded. Anyone that wants to keep the faith can I will reserve mine for church.

    Letís make one thing perfectly clear Mel said ďI would love to take the company private at these levelsĒ just because he can not get the deal done today does not make me feel warm and fuzzy inside. He then goes on to say it is more feasible in 2009 again does not make me feel warm and fuzzy.

    The shareholders have stood by this company through many difficult years and I ask why we do not deserve to reap the rewards over the long haul, I would argue we have earned that right. To allow private equity to take us out at $1.00 to $4.00 does not reward many of the long term shareholders.

    My agenda is clear disseminating the facts, fight for due process, expose what has transpired here and to protect the remaining value of my 200,000 shares. Homer I ask why are you here and how many shares do you own? I do not mean any disrespect I know you are in the industry, but why so much time on the SDARS issue?
    Last edited by hartleib1; 09-17-2008 at 12:34 PM.