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

[Demian]

(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.

JohnnyIrishXM,

Where did you get this? I don't see "Hart-Scott-Rodino Act" mentioned anywhere in this.

Please post a link......

[JohnnyIrishXM]

JohnnyIrishXM,

Where did you get this? I don't see "Hart-Scott-Rodino Act" mentioned anywhere in this.

Please post a link......

http://www.ftc.gov/bc/hsr/hsrbook.shtm

[john]

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?

Quote:
Originally Posted by SIRIHILL
This is copied from a google discussion post...

Is anyone else eagerly awaiting Wednesday week? As an investor in
SIRI, I think this date is very material to the potential future
prospects of the company. It's the final date that another company can
approach SiriusXM and offer a better deal than Liberty did. My view is
other industry players (if they weren't already aware of the potential
fortune to be made from saving Sirius) would certainly be aware of it
post Liberty's investment in Feb. If any other bigger industry players
view Sirius as a serious potential for the future, there may be more
to this story than has already been written. Personally, I am ok with
having Liberty as a partner but they did extract their pound and a
half of flesh - they are getting 40% equity in the company for simply
rolling the debt over, along with a 15% coupon on the debt. While this
is a highly penal rate for SIRI, it did ensure the company's survival,
so we'll live with it. But there is the potential for another media /
cash rich company to come in and make a marginally less penal offer to
Sirius and steal the deal from Liberty. I am sure this is a long shot
and has been more hope value for me over the past couple of months but
we as investors will know for certain either way by April 15th.



This was my answer.

Sorry cant happen once the second part of the deal went through it made it a done deal.

************************************************

JohnnyIrishXM, your a bastard. What my answer wasn't wordy enough for you.






P.S. I almost forgot I am messing around.

[homer985]

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

All shares would be reversed -- including those that were loaned out for the XM exchangeable bond. They would not have to be returned. The hedge funds don't have to return them until the bonds are retired. But if the company does a 1 for 10 split, the amount loaned out would be reduced to 26.3MM.



----------

[homer985]

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

??? This is incorrect. Only the repurchase or maturity of the bond can force the short holder to have to return the shares.



---------

[homer985]

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?

Demian, this is from the last Sirius XM proxy:

"Pursuant to the Guidelines, the board undertook a review of director independence in September 2008. As part of this review, we reviewed written questionnaires submitted by each director. The questionnaires disclose transactions and relationships between each director or members of his immediate family and SIRIUS XM, other directors, members of our senior management and our affiliates.

As a result of this review, the board determined that all of our directors and nominees are independent of the company and its management under the standards set forth in our Guidelines, with the exception of Mel Karmazin and Gary M. Parsons, each of whom is an employee of SIRIUS XM, and Chester A. Huber, Jr. and John W. Mendel, who are employees of General Motors and American Honda, respectively."

GM and Honda are large stakeholders in Sirius XM -- and have very complex contracts with the company that are very lucrative to them. They would not necessarily do what is best for shareholders, if put in that situation -- they likely would do what is best for themselves and their involvement in the company. This obviously hurt any perceived "independence" that they could achieve.



-----------

[homer985]

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 wasn't trying to give a "textbook" answer... I was only noting that the "independent common directors" have NO connection to Liberty. That's all I was saying. What they as directors would do, if put in a situation, I have no idea... however to assume that it would be a slamdunk decision because they would be connected to Liberty, is wrong. That's all I was pointing out.

The make up of the BOD is 4 older directors, with connections to the company; 6 new directors, connected to Liberty; and 5 independent directors with NO connection to Liberty or the company.

Again, what these 5 would determine in such a situation, I made no claim of -- I only stated that they are not connected to either side. But if you were to hold me down -- I would point out that the 5 were appointed by Sirius management, not Liberty. So if it comes down to loyalty -- I think I know what side they'd take...

But that's just my opinion...

--------

[Demian]

Demian, this is from the last Sirius XM proxy:

GM and Honda are large stakeholders in Sirius XM -- and have very complex contracts with the company that are very lucrative to them. They would not necessarily do what is best for shareholders, if put in that situation -- they likely would do what is best for themselves and their involvement in the company. This obviously hurt any perceived "independence" that they could achieve.



-----------

Homer,

First of all, as always, thanks for your input...

Would Chester A. Huber, Jr. and John W. Mendel have to recuse themselves in discussions/votes that are directly related to dealings with their companies? Are there any situations in which Liberty board members would have to recuse themselves?

I still don't understand how Chester A. Huber, Jr. and John W. Mendel can be considered "Independent Directors" - especially in situations that relate to their interests outside of Sirius/XM.............

[relmor2003]

??? This is incorrect. Only the repurchase or maturity of the bond can force the short holder to have to return the shares.



---------

R/S affects all shares, was my point. Is that not correct? Even shares on "loan". As with our accounts, if we held before the R/S those shares would in effect disappear.
As for the directors comment Homer, I see what your saying. Of course you cannot speculate, but I think you can definately see where Siriusxm decisions, might be outside the scope now of an "in house decision". I feel this will make their decisons better from this time forward for stockholders. Now Malone has an interest in what his stake is actually worth.

[JohnnyIrishXM]

Quote:
Originally Posted by SIRIHILL
This is copied from a google discussion post...

Is anyone else eagerly awaiting Wednesday week? As an investor in
SIRI, I think this date is very material to the potential future
prospects of the company. It's the final date that another company can
approach SiriusXM and offer a better deal than Liberty did. My view is
other industry players (if they weren't already aware of the potential
fortune to be made from saving Sirius) would certainly be aware of it
post Liberty's investment in Feb. If any other bigger industry players
view Sirius as a serious potential for the future, there may be more
to this story than has already been written. Personally, I am ok with
having Liberty as a partner but they did extract their pound and a
half of flesh - they are getting 40% equity in the company for simply
rolling the debt over, along with a 15% coupon on the debt. While this
is a highly penal rate for SIRI, it did ensure the company's survival,
so we'll live with it. But there is the potential for another media /
cash rich company to come in and make a marginally less penal offer to
Sirius and steal the deal from Liberty. I am sure this is a long shot
and has been more hope value for me over the past couple of months but
we as investors will know for certain either way by April 15th.



This was my answer.

Sorry cant happen once the second part of the deal went through it made it a done deal.

************************************************

JohnnyIrishXM, your a bastard. What my answer wasn't wordy enough for you.








P.S. I almost forgot I am messing around.

I got this as a news story in my Aol siriusXM stock quote page,didn't see reply,But if i did ,would still not accept it till Homer says it is!!!!
You dirty rotten Old Codger!!!1 JK