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

[mogami]

Hi, Before the merger Sirius used Ernst & Young - while XM used KPMG. So KPMG is no stranger to XM's debt issues. It has to be they are still analyzing the merger impact.
They have to explain BK to push the Liberty loan through without stockholder vote.

I can't wait to hear that whopper.

KPMG has done XM since 1997

Why did Sirius BOD release their firm Ernst & Young after merger and keep XM's. They had to choose one and they chose the firm working for the more distressed company.

[sl62]

Hey guys...

Wow. I just got back in and have to say I'm a little shocked at what's been going on today. No offense to anyone but wtf?? All the sudden our ship has sunk? BK is back on the table as it was before this deal? Where is all this negativity coming from today? Conspiracy, lawsuits, spinning negative legalese? My first comment on the rhetoric in the 12b is that IMHO you/we are reading standard legal, purposefully negative, cover your utter whole arse, full impact company copy. Uh, does any of this remind anyone of practically ALL information contained in any of the various prospecti..July, October, etc...Every other graph in those damn things says beware! This means you! (like Wylie Cyote LOL). But really those filings all but tell you no way should you invest in our company, we will BK at any time we deem necessary and then laugh in your face, etc..., etc... etc.. Now, I'm not going to take the time to cut and paste anyof that here. But I suggest you go review it for yourself again.

So as most of the scary clauses have already been lifted and presented here..what about this one?

>>Since January 2009, the Company’s staff and resources have been substantially committed to the negotiation and implementation of the 10% Convertible Senior Notes Refinancing, the Investment Agreements and other refinancing and negotiation efforts, which have had a direct impact on the Company’s ability to timely file its Form 10-K.<<

What??? Since January 2009??? No No No. We know these negotiations did not just start in January. Don't we??? Yes we do. But this is standard procedure so as to secure the extension by helping just cause. And it's not even a lie. It's just a spin. They have been engaged since Jan 2009..complete truth. But they've also been engaged since Dec, Nov, Oct, and Sept. Also complete truth. But the latter was conveniently omitted. Look. This is so like what we just went through with our buddy Barack. Am I the only one who noticed he turned into Mr. Hyde as soon as he got into office? Partly why? He went from Mr. Hope and Optimistic to Mr. Gloom and Doom overnight. A: To scare everyone to get what he wanted. Back to SIRI...IMHO this language is clearly to cover their legal arses no matter what. They HAVE to paint the worst possible picture to protect themselves frm lawsuits, etc...Relmor's right about not wanting the SP to take off..just yet. So sure give 'em all the doom they can find. What they gave us is WORST CASE SCENARIO. Which they are beholden to do. Why would they just come out and say ""Ok guys, everythings cool, we got it, we're bad, uh huh, we're bad (that was me invoking Gene Wilder and R. Pryor LOL). They wouldn't. Look..relmor, you know i dig you man but if you want to file a lawsuit against Mel and Co, I wish you luck. I hope you have many years and much cash for your sojurn, cause thats what you're gonna need. Oh, and bring friends...a lot of em!!...) My opinion of course.

Now. Lastly. I just want to revisit what I think we've lost sight of. Can someone please convince me again why Mel wants to BK right here? Or would even freaking dare allow such a thing? 6 months after practially the leveraged deal of the decade? I guess I just need some slapping around to bring me back to the real world since so many seem to believe this is Mels intentions and master plan? Maybe I'm just hanging in fantasyland. Does it make sense to anyone that if he was going to BK this freaking company he just had every opportunity the world could ever offer him? Why on earth would he go through this little freaking exercise only to fall back and throw his hands up in the air and say, "yep that's it, I'm beat..my goose is cooked." Also, tell me why exactly Malone would step in here and head right into BK court 60 days hence? Why, because he had a jones for going to collect his money in BK court? If that happened, can someone tell me how Malone would not look like the BIGGEST JACKASS (sorry Charles, I'm trying..) in the freaking universe while he waits in court for his money back on the Feb Notes (and then trying to get his 21M in default fees that he would be entitled to if this deal falls through)? Can someone tell me why Maffei, in several interviews since the deal, not once mentioned anything to the effect, "Well, we're not even sure if this deal can go through." Can anyone tell me why logically, when JPM was listed as an ally consulting partner at the 12/18 meeting (along with Evercore), they would be adverse to extending what is A REVOLVING, NOT TERM, credit facility, that was known to be inherited in this deal? And if they were adverse, WHY THE F*CK would we not have know about this before now? Can someone tell me why the tranche of Dec '09 10% Notes (whom I believe we know know as Honda according to Homer) was rolled over as SECURED to 2011 if BK was even in the mix behind the scenes? Can someone please tell me wtf, any of these parties would actually have to gain by SIRI pulling a BK right now?? I will await you responses. OK. I'm done. Sorry, I'm a little disappointed by what I'm reading today...no offense to anyone. I just think there's been a lot of fear being generated. I'm not telling anyone how to feel or what to do with their trades or financial resources, I'm just presenting a differrent viewpoint...

[relmor2003]

Ok, now I'm confused. Why DIDN'T they take Ergen's deal if it would have taken care of the debt?

Because Mel didnt do the best deal for stockholders, he did the best deal for him and his cronnies. Thats why I want to see feel touch the Ergen deal. If they file bk, and passed on the Ergen deal(still not my likely scenario) they will be sued by all major stockholders that day.

[bababoooie]

1) The Prior 10K indicated that what is XM is XM and what is Sirius is Sirius. It went on to say that XM was not liable for Sirius and visa versa. I would like to see the asset allocation after the merger was completed. MY bet is that, the Frequency and Subscribers may still belong to the Parent SiriusXM, while the infrastructure belongs to XM Holdings.

2) The recent restructure removed Sirius Debt and put it into the XM Holdings Catagory.

3) The 12B specifically indicated reluctance to FURTHER funding towards the on going concern.

4) The On going concern is Sirius XM and its subsidaries. I am not fully versed in the subsidary relm, but this looks to be a big shell game Mel is playing.

[Brandon Matthews]

Homer,

Had auto sales began to recover prior to now, I believe there would be hope. The slowdown in auto sales will have put the company in a situation where they are bleeding so much money due to contractual obligations and debt obligations, that the conclusion MUST be that it cannot remain viable for a REASONABLE amount of time....That was the word that got me...

I also respectfully disagree.

With a 9.1 million oem run rate and 1.7% churn they will lose 2 million subscribers in 2009

[cos1000]

imromo24,

thanks for that ...... always fascinating to hear the origin of the phrases we adopt as our own....

[relmor2003]

Hey guys...

Wow. I just got back in and have to say I'm a little shocked at what's been going on today. No offense to anyone but wtf?? All the sudden our ship has sunk? BK is back on the table as it was before this deal? Where is all this negativity coming from today? Conspiracy, lawsuits, spinning negative legalese? My first comment on the rhetoric in the 12b is that IMHO you/we are reading standard legal, purposefully negative, cover your utter whole arse, full impact company copy. Uh, does any of this remind anyone of practically ALL information contained in any of the various prospecti..July, October, etc...Every other graph in those damn things says beware! This means you! (like Wylie Cyote LOL). But really those filings all but tell you no way should you invest in our company, we will BK at any time we deem necessary and then laugh in your face, etc..., etc... etc.. Now, I'm not going to take the time to cut and paste anyof that here. But I suggest you go review it for yourself again.

So as most of the scary clauses have already been lifted and presented here..what about this one?

>>Since January 2009, the Company’s staff and resources have been substantially committed to the negotiation and implementation of the 10% Convertible Senior Notes Refinancing, the Investment Agreements and other refinancing and negotiation efforts, which have had a direct impact on the Company’s ability to timely file its Form 10-K.<<

What??? Since January 2009??? No No No. We know these negotiations did not just start in January. Don't we??? Yes we do. But this is standard procedure so as to secure the extension by helping just cause. And it's not even a lie. It's just a spin. They have been engaged since Jan 2009..complete truth. But they've also been engaged since Dec, Nov, Oct, and Sept. Also complete truth. But the latter was conveniently omitted. Look. This is so like what we just went through with our buddy Barack. Am I the only one who noticed he turned into Mr. Hyde as soon as he got into office? Partly why? He went from Mr. Hope and Optimistic to Mr. Gloom and Doom overnight. A: To scare everyone to get what he wanted. Back to SIRI...IMHO this language is clearly to cover their legal arses no matter what. They HAVE to paint the worst possible picture to protect themselves frm lawsuits, etc...Relmor's right about not wanting the SP to take off..just yet. So sure give 'em all the doom they can find. What they gave us is WORST CASE SCENARIO. Which they are beholden to do. Why would they just come out and say ""Ok guys, everythings cool, we got it, we're bad, uh huh, we're bad (that was me invoking Gene Wilder and R. Pryor LOL). They wouldn't. Look..relmor, you know i dig you man but if you want to file a lawsuit against Mel and Co, I wish you luck. I hope you have many years and much cash for your sojurn, cause thats what you're gonna need. Oh, and bring friends...a lot of em!!...) My opinion of course.

Now. Lastly. I just want to revisit what I think we've lost sight of. Can someone please convince me again why Mel wants to BK right here? Or would even freaking dare allow such a thing? 6 months after practially the leveraged deal of the decade? I guess I just need some slapping around to bring me back to the real world since so many seem to believe this is Mels intentions and master plan? Maybe I'm just hanging in fantasyland. Does it make sense to anyone that if he was going to BK this freaking company he just had every opportunity the world could ever offer him? Why on earth would he go through this little freaking exercise only to fall back and throw his hands up in the air and say, "yep that's it, I'm beat..my goose is cooked." Also, tell me why exactly Malone would step in here and head right into BK court 60 days hence? Why, because he had a jones for going to collect his money in BK court? If that happened, can someone tell me how Malone would not look like the BIGGEST JACKASS (sorry Charles, I'm trying..) in the freaking universe while he waits in court for his money back on the Feb Notes (and then trying to get his 21M in default fees that he would be entitled to if this deal falls through)? Can someone tell me why Maffei, in several interviews since the deal, not once mentioned anything to the effect, "Well, we're not even sure if this deal can go through." Can anyone tell me why logically, when JPM was listed as an ally consulting partner at the 12/18 meeting (along with Evercore), they would be adverse to extending what is A REVOLVING, NOT TERM, credit facility, that was known to be inherited in this deal? And if they were adverse, WHY THE F*CK would we not have know about this before now? Can someone tell me why the tranche of Dec '09 10% Notes (whom I believe we know know as Honda according to Homer) was rolled over as SECURED to 2011 if BK was even in the mix behind the scenes? Can someone please tell me wtf, any of these parties would actually have to gain by SIRI pulling a BK right now?? I will await you responses. OK. I'm done. Sorry, I'm a little disappointed by what I'm reading today...no offense to anyone. I just think there's been a lot of fear being generated. I'm not telling anyone how to feel or what to do with their trades or financial resources, I'm just presenting a differrent viewpoint...

Agreed. I think its all over nothing. Lets just assume .13 cents is the bottom, until proven otherwise. I am at a half position right now, as I gambled huge today on AUY conference call and won. Im looking to score big tomorrow, alreayd up 40 cents in AH tonight. If gold goes up, and market doesnt tank tomorrow, Im looking at a gain as if sirius went to .23 cents with full position. Tired of sitting on wasted sirius money, so I did something proactive about it today. AUY crushed their quarter, like I thought they would.

[mogami]

1) The Prior 10K indicated that what is XM is XM and what is Sirius is Sirius. It went on to say that XM was not liable for Sirius and visa versa. I would like to see the asset allocation after the merger was completed. MY bet is that, the Frequency and Subscribers may still belong to the Parent SiriusXM, while the infrastructure belongs to XM Holdings.

2) The recent restructure removed Sirius Debt and put it into the XM Holdings Catagory.

3) The 12B specifically indicated reluctance to FURTHER funding towards the on going concern.

4) The On going concern is Sirius XM and its subsidaries. I am not fully versed in the subsidary relm, but this looks to be a big shell game Mel is playing.

XM sats could not broadcast without FCC license. If SiriusXM loses XM infrastructure they lose abilty to broadcast to XM subs. Without XM SiriusXM ceases to exist.

[bababoooie]

XM sats could not broadcast without FCC license. If SiriusXM loses XM infrastructure they lose abilty to broadcast to XM subs. Without XM SiriusXM ceases to exist.

Have you considered that Sirius XM is leasing the frequency to XM for business purposes. This results in a income for the parent company similar to any station within Sirius to be leased (FCC MINORITY REQUIREMENT) for Broadcast.

[sl62]

cos1000...

I have to respectfully disagree with you about the SP where it relates to the 12b negativity. I'm sorry but .13/.1399/.14 (which has now held through the release of that document and it's contents) and with clearly more buying action (or covering, whichever) than selling, is not where this SP would be if the Street, shorts, etc.. truely believed this deal was in jeapordy of getting done. It would be holding at .08/.09/.10. IMHO...

And why? The Street is following Liberty on this not SIRI. No one in the Liberty camp, Malone/Maffei, nobody, has raised one issue of doubt about this deal. If they had even a clue that this wasn't but a formality, I'm confident something would have leaked out and of course SIRI would be out back as we speak. The stock action of the last 10 days has not been trending negative..rather, it's been more positive. I look at this SP as deal pending hold.

The other issue I forgot in my rant (sorry LOL) is why in the world would Mel go to the trouble of getting that crucial NASD special dispensation to circumvent a shareholder vote on this deal, if BK was just the next step? Sorry, I just don't buy it... JMHO