If, when, how, and why will Liberty take a controlling stake in SIRI?

[homer985]

Can't they get around those restrictions with "written approval of the Independent Common Directors"? Am I reading that right? All they need is the "written approval of the Independent Common Directors" to get around the 2 and 3 year restrictions? Liberty could buy or sell the company at any time with "written approval of the Independent Common Directors" ?

Yes, however the "independent common directors" would be the ones that are not affiliated with Liberty or Sirius XM in any way.

Currently 4 directors -- Karmazin, Parsons, Huber and Mendel are considered linked to the company; But the other 8 -- Amble, Black, Gilberti, Hartenstein, Holden, Mooney, Shaw and Zients -- are considered Independent.

Liberty will be nominating 6 of their peope to the board, while 3 of the above Independent directors will be leaving.

The makeup of the future Board will be 2 from the company itself and 1 each from GM & Honda -- all 4 linked to Sirius XM; then you'll have 6 linked to Liberty; leaving the remaining 5 as Independent directors.

So to answer your question -- if these 5 Independent Directors give written approval to Liberty to do any of the above, then there is nothing shareholders can do. But remember this... these independent directors have independent fiduciary duties to do what is best for shareholders -- NOT to do what is best for Liberty or Sirius XM. They will not just give Liberty permission because Liberty asks for it -- it would have to be what is best for shareholders.



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[homer985]

How come I don't see this filing posted online at Sirius/XM's IR website?

http://idea.sec.gov/Archives/edgar/d...874/dex455.htm

Demian, it is an exhibit attachment to the 10-K filing... look at the third one down:
http://idea.sec.gov/Archives/edgar/d...index.idea.htm

All material contracts must be filed as attachments to corporate reports, at some point.


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[homer985]

Thanks Homer,i still don't see that in the filing,but i'll take your word on it.

"4.6 No-Shop; Competing Proposals; Right to Terminate and Pay Termination Fee; Purchaser’s Right to Improve Terms. (a) The Company agrees that until the earlier of the Closing Date and April 15, 2009 (the “Non-Solicitation Period”): (i) it and its executive officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ executive officers and directors shall not, and (iii) it shall use reasonable best efforts to ensure that its and its Subsidiaries’ agents and representatives shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer or proposal for a merger, consolidation or other business combination involving the Company and its Subsidiaries, or an investment in Equity Securities representing 10% or more of the outstanding Equity Securities of the Company or (y) any proposal or offer to Refinance, or to raise funds to be available to Refinance, all or any substantial portion of the outstanding indebtedness of XM Opco and/or , XM Satellite Radio Holdings Inc. (“XM Holdings”) maturing in 2009..."



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[JohnnyIrishXM]

"4.6 No-Shop; Competing Proposals; Right to Terminate and Pay Termination Fee; Purchaser’s Right to Improve Terms. (a) The Company agrees that until the earlier of the Closing Date and April 15, 2009 (the “Non-Solicitation Period”): (i) it and its executive officers and directors shall not, (ii) its Subsidiaries and its Subsidiaries’ executive officers and directors shall not, and (iii) it shall use reasonable best efforts to ensure that its and its Subsidiaries’ agents and representatives shall not, (A) directly or indirectly, initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer with respect to (x) a tender offer or exchange offer or proposal for a merger, consolidation or other business combination involving the Company and its Subsidiaries, or an investment in Equity Securities representing 10% or more of the outstanding Equity Securities of the Company or (y) any proposal or offer to Refinance, or to raise funds to be available to Refinance, all or any substantial portion of the outstanding indebtedness of XM Opco and/or , XM Satellite Radio Holdings Inc. (“XM Holdings”) maturing in 2009..."



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Your THE MAN HOMER,you are good....yes i found it Thanks...

Homer quick question.How does the R/S affect 263mil shares loaned to the 2014 hedge funds?

[relmor2003]

Your THE MAN HOMER,you are good....yes i found it Thanks...

Homer quick question.How does the R/S affect 263mil shares loaned to the 2014 hedge funds?

They would have to return shares. They wont be allowed to still use that many loaned for purpose of shorting.

[Demian]

The makeup of the future Board will be 2 from the company itself and 1 each from GM & Honda -- all 4 linked to Sirius XM; then you'll have 6 linked to Liberty; leaving the remaining 5 as Independent directors.


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Why are the directors from GM & Honda considered "linked to Sirius XM"? Would they not want what was best for GM and Honda when it comes to contract negotiations?

Realistically, what could these "Independent Directors" be swayed with - besides drugs and whores etc.? I mean......what could they be legally swayed with?

[relmor2003]

Why are the directors from GM & Honda considered "linked to Sirius XM"? Would they not want what was best for GM and Honda when it comes to contract negotiations?

Realistically, what could these "Independent Directors" be swayed with - besides drugs and whores etc.? I mean......what could they be legally swayed with?

You are on the correct path to suspect the new makeup of the board might not be in our best interests. I think a power play might even be coming, when its becoming more and more obvious that this company will turn a profit.
Trust no one. Expect the obvious. If someone works for GM, you can bet your happy ass they are looking after GM first.etc.....
Homer is going to give you the text book answer... BOD must always do in the shareholders....Ya ya blah blah blha, we know this is full of crap. Homer just say it, theBOD will do whatever they want, regardless of stockholders. If it ends up working towards the stockholder advantage, that was either part of the play in the first place for the BOD decision, or a simple side effect.
I think it would be wise to remember, most high level business men got their for a reason. Good will, loyalty to stockholders, and being a general "good guy" werent among the qualities that got them their.

[Demian]

Anyone know what the "applicable waiting period under the Hart-Scott-Rodino Act" is?

http://investor.sirius.com/secfiling...=930413-09-841

Upon expiration of the applicable waiting period under the Hart-Scott-Rodino Act, the preferred stock will be convertible into 40% of our outstanding shares of common stock (after giving effect to such conversion).

[JohnnyIrishXM]

They would have to return shares. They wont be allowed to still use that many loaned for purpose of shorting.

Thanks Relmor,that's good to know.that is too many shares to short with the R/S,whatever the ratio...

[JohnnyIrishXM]

Anyone know what the "applicable waiting period under the Hart-Scott-Rodino Act" is?

http://investor.sirius.com/secfiling...=930413-09-841

http://www.law.cornell.edu/uscode/ht...8---a000-.html



(b) Waiting period; publication; voting securities
(1) The waiting period required under subsection (a) of this section shall—
(A) begin on the date of the receipt by the Federal Trade Commission and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (hereinafter referred to in this section as the “Assistant Attorney General”) of—
(i) the completed notification required under subsection (a) of this section, or
(ii) if such notification is not completed, the notification to the extent completed and a statement of the reasons for such noncompliance,
from both persons, or, in the case of a tender offer, the acquiring person; and
(B) end on the thirtieth day after the date of such receipt (or in the case of a cash tender offer, the fifteenth day), or on such later date as may be set under subsection (e)(2) or (g)(2) of this section.