LINTA Archive

4

Sirius XM Radio Surges to New 52 Week High on High Volume

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By KOAT Staff

    Shares of Sirius XM Radio (NASDAQ:SIRI) surged to an intra day high today of $2.36, setting yet another 52 week high.  It had already established a new 52 week high on more than one occasion last week as well.  This move is coming on higher than average volume.  This may cause investors to ask the question, “Is this move news based?”.  It could very well be a news story yet to come or still solid demand from their strong quarter reported last week.  Whatever the cause the stock has been on a tear since September of 2010 and hasn’t slowed since. 

Investors are looking forward to the annual stockholders meeting in May, the expiration of the poison pill in August (as well as the time when Liberty Media (NASDAQ:LINTA) can make a tender offer for the entire company), and the June 30th expiration of the reverse split vote from 2010.  Not to mention the exciting news surrounding recent acquisitions of Dish Network (NASDAQ:DISH) in correlation with a Dish insider now sitting on the board of Sirius XM Radio. 

All these factors could be attributing to the rise, but one thing is certain.  Long sought after shareholder value from investors is finally being realized.  Evaluations are catching up as Wall Street is catching on to the Sirius XM success story.  They reported their highest earnings to date, at .02 cents a share in Q1.  With raised free cash flow guidance and adding more subscribers than expected, this stock still could have room to run.  Looking at the charts, if $2.40 breaks, $2.70 may not be far behind.  As most price targets from analysts are near $2 to $2.80 range, it will be interesting to see if these are raised as the targets are approached.

11

Sirius XM, Liberty Media and DISH….Synergies Anyone? Part 1

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With the recent addition of Dish network(NASDAQ:DISH) executive Carl Vogel to the Sirius XM (NASDAQ:SIRI) Board, many are asking what is the fit. Vogel was one of Dish networks executive officers from 1994 until 1997, and served as President from 1995 until 1997 when he was a key member of the executive team that created and launched DISH Network in 1996. Upon reviewing recent acquisitions by DISH and Charlie Ergen, I came across the following pending acquisition, which I think is a much bigger deal than some have realized.

DISH Network to Purchase DBSD, Developer of U.S. Hybrid Communications System

ENGLEWOOD,
Colo., Feb. 1, 2011 /PRNewswire/ — DISH Network Corporation (Nasdaq: DISH)
announced today that it has entered into an agreement to acquire 100 percent of the equity of the reorganized DBSD North America, Inc., a hybrid satellite and terrestrial communications company, for approximately $1 billion subject to
certain adjustments, including interest accruing on DBSD North America’s existing debt.

DISH Network is also committing to provide a debtor-in-possession credit facility to DBSD North America in connection with filings under Chapter 11 of the U.S. Bankruptcy Code. The credit facility, which remains subject to approval by the Bankruptcy Court, will consist of a non-revolving, multiple draw term loan in the aggregate principal amount of $87.5 million. This transaction is to be completed upon satisfaction of certain conditions, including approval by the Federal Communications Commission and DBSD North America’s emergence from bankruptcy.

Last year ICO Global Communications and DBSD North America deployed Mobile Satellite Services and Satellite-Based Internet Connectivity for Relief Agencies for Haitian Rebuilding Efforts following the disastrous earthquake that occurred there.

Here is a copy of the press release:

RESTON, Va., Mar 08, 2010 (BUSINESS WIRE) — ICO Global Communications (Holdings) Limited (ICO) (NASDAQ:ICOG) and its subsidiary, DBSD North America, Inc., announced that they have deployed satellite-based communications terminals with Internet access for use by relief agencies in Haiti. The terminals, known as CFK-100s, operate in the 2GHz S-band, and can be used in both mobile and fixed environments. They were installed and activated on February 17 and are being provided as part of the relief efforts of the International Telecommunications Union (ITU). Service is being provided through the G1 satellite, which was launched in April 2008.

The equipment and airtime are being provided free of charge under the terms of a 2007 Memorandum of Understanding between ICO, the ITU and the Commonwealth Business Council (CBC), which called for assistance, technology and airtime in response to natural disasters. Laptop computers and peripheral equipment are being provided for the project through a financial grant from the Hong-Kong-based RYTHM Foundation, the Corporate Social Responsibility arm of the QI Group, a member organization of the CBC. In addition, technical services to support the initiative were donated by Space Systems/Loral, manufacturer of the G1 satellite; Intelsat, a leading provider of fixed satellite services worldwide; and Hughes Network Systems, a provider of two-way satellite communications technology for the G1 satellite.

What could this mean to Sirius XM? Well, let’s start with the fact that Sirius XM is increasingly making its internet service more of a value. What does that have to do with DISH you say? DBSD is considered valuable because of its access to broadband spectrum. With increased spectrum some experts believe EchoStar and Dish Network which also has some spectrum of its own already in the mix will put DBSD and Dish together and create huge a 4G or LTE networks to support data and voice communication.

A key area of testing for DBSD post G1 satellite launch in 2009 was for two-way services which support a variety of mobile satellite devices. DBSD worked with Qualcomm (NASDAQ:QCOM), to develop a satellite communication protocol called EGAL (Enhanced Geosatellite AirLink), which could be easily implemented in standard Qualcomm cellular chipsets. The initial test calls made over the G1 satellite utilized a cellular handset that was equipped with EGAL software. Subsequent work during the alpha trials included demonstrations of handsets and wireless devices that can operate in both terrestrial and satellite modes in urban and rural areas showcasing the potential of mobile satellite services to further enhance today’s traditional mobile offerings and providing a path to commercialization of next generation mobile satellite services.

Additionally, In order to demonstrate the capabilities of the G1 satellite and the use of an Ancillary Terrestrial Component (ATC), DBSD developed a demonstration product that integrated the ability to deliver two way interactive services with content broadcast services. DBSD expanded its partners to include NBC Universal, Discovery Networks, MTV Networks and Cartoon Network to demonstrate a live mobile television service that is capable of delivering 10 to 15 channels of live television broadcast content to vehicles and mobile devices. The product tested is referred to as Mobile Interactive Media, or MIM.

As a concept product, MIM combines live mobile television, assisted navigation and two-way communications capabilities into a bundled package which takes advantage of strong la carte demand for these services in the automotive market. MIM was named “Best of the Best” at the 2009 International Consumer Electronics Show. Features of MIM include:

1) 10 – 15 channels of live television content from leading brands, offering a mix of news, entertainment and children’s programming

2) Assisted navigation

3) Communications capability for telematics and emergency messaging applications

In short, Sirius XM is now aligned with Liberty Media (NASDAQ:LINTA) and Dish Network. The combination will prove to be a powerhouse of the New Media market. There are synergies and leveraging capabilities with these three companies that bode extremely well for the future of new media and mobile infotainment. This does not even take into account Dish networks recent purchase of Blockbuster, but imagine the possibilities.

Disclosure: Long SIRI, No current holdings in LCAPA, DISH or Qualcomm

4

Sirius XM Annual Proxy Coming Soon

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By Relmor Demitrius

   Investors in Sirius XM Radio (NASDAQ:SIRI) will be eagerly anticipating this years proxy letter from the company regarding their annual meeting, usually taking place at the end of May.  There may be some issues to vote on that would remove a few questions about the future of the company’s stock and who exactly will be in control.

One of these issues will be if the reverse split is extended again.  The current vote on the issue expires June 30th of this year.  Mel may want this as a hanging threat over Liberty Media (NASDAQ:LINTA) and John Malone (pictured above) if they were to convert their 40% stake into common stock.  Why?  Because with a reverse split option and a new high authorized share count compared to what would be the new float, a post conversion dilution of Liberty Media would be possible, hence lowering the 40% to a much lower percentage.  The reverse split itself would be a neutral event to Sirius XM current stockholders and would serve notice to Liberty that future control is not guaranteed.  If the reverse split vote isn’t extended, then its positive the stock price immediately, as current holders can rest assured no reverse split is coming soon.  If Liberty wants full control they may have to add to their stake in the open market.  I would expect all low ball tender offers for shares to be denied by the board.  If this caused Liberty to add faster than they would like, then it could be an overall benefit to stockholders.  I don’t foresee Liberty converting, but if there is a battle for control, this is one of the few weapons Mel Karmazin (CEO of Sirius XM Radio) has at his control.  I would expect Liberty to vote down all reverse split votes going forward.

Another vote that may come up is to extend the poison pill.  If the poison pill expires, this opens the door to other potential buyers.  I’ve heard the case before about how much more capital would be required to buy Sirius XM over what Liberty would need.  That’s the stupidest argument in the world.  Liberty already owns 40%.  Might as well tell me the sun may come up tomorrow.  That doesn’t mean another company doesn’t want to buy 60% and regain control of the board.  If Liberty wants to make an offer for 10% of the company, then this will drive the price up over what the competition offers.  Why?  Who’s going to accept a lower tender offer from Liberty after receiving a higher one from the third company?  Why sell for $2.50, when $3.50 is being offered.  Once the new company has board control, they simply deny all tender offers going forward (they own the remaining float and never have to sell).  Liberty will be forced to overpay for the remaining control to stop this takeover.  Also good for stockholders.  Who wins in that war?  Existing SIRI stockholders, that’s who.

It will be interesting to see in this coming proxy if Liberty asks for their remaining board seats to be filled.  They currently control 3 of 11 seats.  It will be also curious to see if Sirius XM adds their allotted 1 more board seat too, and if Leon Black is gone (Apollo Group sold most of their holding of stock).  With Leon Black gone the board immediately becomes more believable and removes a huge cloud of dark air surrounding the company’s past.  It has always been my opinion that Liberty wants Apollo out of that board room. 

It will also be fun to see Sirius XM go by with year two in the books of not increasing their authorized share count.  This signals to long term investors that the money train dilution may have left the station for now, and its all clear to enter positions.

With poison pill expiring in August, ability to raise rates in August, the May stockholder meeting coming up, and the March expiration of the 49.9% ownership freeze from Liberty, this coming 6 months ahead should be with investors eyes wide open to the news wires.

For financial news, discussion, and analysis from like minded investors, please visit www.kingofalltrades.com/community.

Disclosure:  Long SIRI

9

Can Liberty Media Lose Control Of Sirius XM?

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By Relmor Demitrius

       Long time Sirius XM (NASDAQ:SIRI) stockholders remember February of 2009 very well.  With massive debt coming due in 2009 and increasingly limited means of removing it, Sirius XM needed a loan.  Liberty Media (NASDAQ:LINTA) provided Sirius XM with a temporary loan it needed to meet is financial obligations for the year 2009.  In exchange for this help, Sirius XM gave Liberty Media preferred shares worth 40% of the total outstanding shares at the time of conversion. These shares had added power associated with them as well.  These included voting rights, say in stock issuances, ability to nix new debt obligations over 10 million (other than refinancing existing debt),  and say in any selling of assets.  These rights have no expiration date so long as Liberty beneficially owns at least half its initial investment and are good until conversion.  So what can Sirius XM do to regain more control with the current board of directors (who represent SIRI stockholders, not Liberty Capital (NASDAQ:SIRI)), which is the tracking stock being used to hold Liberty’s 40% stake in Sirius XM.  Is there an opening for another bidder?  Is there a war of control coming?  Do Sirius XM and Liberty’s intentions match?  For control, maybe not.  How would history view Mel Karmazin if he somehow managed to regain control of the company  from Liberty or was able to somehow introduce another party to drive the price up?  Does he have the tools necessary? 

Liberty is a big supporter of current management and seem content to keep only 2 board seats at this time.  They are allowed 6 of 15 seats maximum currently.  John Malone and Greg Maffei, and Flowers (3 Liberty Media members on the Sirius XM board) are not stupid.  They knew keeping current management maximized the company’s chances for success.  Also why ruin your underlying value of your holding by making bad business decisions or trying to fix something that isn’t broken?  Liberty counts the value of their holding as current conversion share quantity (if they converted today) times the current share price.  Right now Liberty is stating this value is around 4.7 billion dollars. 

But who does the Sirius XM board really represent?  No insider holds significant percentage amounts in the stock.  Option contracts awarded for no cost to the insider is not the same type of motivation one gets from an actual direct stock purchase (something no insider has done one since Mel Karmazin (CEO of Sirius XM) purchased 3 million shares in 2008 at $1.37 a share.  Any board member buy any shares?  No.  Officers of the company?  No.  Related parties?  No.  Did John Malone buy any shares?  No.  Greg Maffei?  No.  How many institutions are big block holders who own more than 4.5% of the company?  Zero.  So who is the board exactly representing?  Leon Black, long time board member since his Apollo Group loaned Sirius Satellite Radio money a few years back, did own 90 million shares through Apollo, but now they reportedly have sold over 60 million of those shares according to the latest filing.  So who on the board actually has a vested interest in protecting the stockholders?  By law, the board must act in the best interest of its stockholders.  Giving out bonus shares in December of 2008 on the verge of bankruptcy is one small example of the board possibly failing in this obligation.  Will there be others?  Maybe Mel Karamzin cares as a matter of personal pride.  He does own significant amounts of option contracts that I’m sure he’d rather exercise at a higher price than a lower one, but those were issued for free at a break even price of around .46 cents.  So Mel is already very rich from this deal.  Does anyone on the board actually care to get creative and even try to dilute Liberty’s control, or actually try to make it harder to acquire?  Mel Karmazin is the wild card here.  He has stated that he will make it as hard on Liberty as possible to gain further control.  He took the best deal on the table in February of 2009 that allowed him to stay in control.  I believe Mel Karamzin does want the SIRI common to succeed, and I don’t feel being owned by Liberty is benefiting the company in any way other than possible tax advice (Malone is considered a tax expert) in 2 years now.  The only thing Liberty owning 40% control has done has limited other potential buyers.  In fact Sirius XM lists Liberty’s ownership in their SEC annual report as a stock negative, citing how it could inhibit potential buyers and that Liberty’s interests might not be the same as Sirius XM’s.  There have been no monetary benefits or cash infusion of any kind by synergies or deals with anything else owned by Liberty Media.  LCAPA has offered no cash to supplement Sirius XM’s balance sheet. 

Mel gets some firepower back in a few months.  The poison pill does expire in August of this year and should allow the opportunity for a possible buyer, or large block accumulator or two to add significant amounts of control.  The expiration of the poison pill, I’m sure something Mel fought for to expire in negotiations with Liberty, might be the first weapon Mel obtains in this fight.  Basically now outside buyers are free to add shares with no dilutive effects.  What else is possible?

Here is one idea I have heard.  Sirius XM can reverse split the stock, increasing the authorized share amount percentage wise much higher than the current ratio of outstanding to authorize shares, hence allowing a post conversion dilution of Liberty’s shares.  This would be the only way to add to the authorized share count without Liberty’s consent.  If a reverse split is on the table when Liberty converts, Mel can sell to a trusted party, or parties, board members, or institutions friendly to his control, and dilute Liberty’s stake to well under 30% or less if a high enough reverse split is enacted.  Only one problem with this.  Liberty can vote down any reverse split votes and will (Liberty does not want a reverse split option on the board) as it prevents a conversion.  Mel could reverse split right now until June 28th without Liberty’s approval, but would have no benefit in doing so until Liberty actually converted.  Mel’s time table for the reverse split option is running out.  As this year’s proxy statement is due in about a month, we will know soon if the r/s vote is being extended or not.  If so, and Liberty votes it down, we would have our first visible conflict between the parties.  Liberty had to agree to extend the reverse split option in June of 2010 because of delisting concerns, and as protection to the value of their holding.  If delisting is off the table, so is Liberty’s support for a r/s.  Liberty wants the stock to appreciate naturally, with full share count in tact.   With a zero dollar buy in price, why not right?  There is one more way I can think of the board can reduce the amount of control Liberty has to a buy out offer.  You can weaken their leveraged ability and value of their Sirius XM holding.  How?  By buying back shares on the open market.

How is the possible you say?  Liberty cannot prevent Sirius XM from using its cash on hand to buy back shares.  Liberty can also not prevent Sirius XM from refinancing debt either, which could also free up cash to buy back shares.  What Sirius XM cannot do without Liberty’s approval is take on debt to buy back shares.  But will they buy back shares?  Sound crazy?  Not really.  Mel has been threatening to do this since at least the last 3 conference calls.  There are no current debt covenants preventing this.  He has also stated in the latest conference call a desire to stay debt to ebitda leveraged at 3 to 1, or a 3 rating.  They are currently a tad over 4.  So if you remove the 200 million due in 2011, and assume the 2014 bonds are converting to shares in the 2013 to 2014 time frame, you’re really left with in or around 2014 an almost 2.2 debt ratio using 1 billion EBITDA.  That will probably be too low in 2014.  That is very conservative estimate of EBITDA.  This would open the door for Mel to take on bonds and new money for the sole purpose of reducing the outstanding share count.  Since Mel may not be allowed by Liberty to go into debt to buy back shares, nothing prevents Sirius XM from refinancing debt due sooner and using cash on hand instead of buying back the bonds, to buy back shares. 

How does this weaken Liberty?  It doesn’t necessarily, but it can in theory only.  Where the stock price goes after the buy back would be crucial.  Since for every 1 share in the outstanding count Sirius XM has, .4 shares needs to be set aside for Liberty Media in case of a conversion.  So by buying back 1 share from the float, you would reduce the outstanding share count by 1.4 shares.  With a static stock price, this reduces the total value of LCAPA’s holding.  This greatly improves your p/e ratio and earnings per share as well.  It’s a win win for stockholders.  No value in it at all for Liberty Media.  Best case scenario is it evens out.  The stock would need to appreciate proportionally because you have changed the equation.  You reduce Liberty’s shares being held for conversion, making it a little easier possibly for a third party buyer to bully Liberty out of the picture with a high tender offer.  Since Liberty may not have as much leverage from the total value of their holding anymore, this could weaken their position to over pay for remaining control of the company.  Of course if the stock price takes off even more than the reduced number of theoretical converted shares at any point in time, because of maybe simply announcing a buy back, it would still be a win win for Sirius XM stockholders, as they gained value versus previous levels and have the same amount of shares in hand.  The other way, it not being reflected 100% in the appreciation of the stock, helps allow a new buyer to enter.  As of right now, approximately 2.6 billion shares are set aside and untouched in case Liberty converts.  Sirius XM has a total of 3.361 billion shares set aside for all reasons.  If you add this to the float, you come up with around 6.5 billion shares outstanding.  2.56 billion shares Liberty would have if they converted today.   This of course including stocks for option plans, warrants, and of course the 3.9 billion shares in the float.

So as you can see, between now and March of 2012 should be very interesting and revealing in what is going to happen.  I expect Liberty to add board seats this year or next.  There could very well be situations and possibilities other than discussed here, and would be more than happy to have them shared. 

To continue this conversation and offer your own thoughts to like minded investors, please visit www.kingofalltrades.com/community.

Disclosure:  Long SIRI

10

What’s Ahead for Sirius XM In 2011

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By Relmor Demitrius

    One doesn’t need to go far to read an opinion on Sirius XM Radio (NASDAQ:SIRI) these days.  From Forbes to the Wall Street Journal, online “hit” demand for this company is staggering.  I’ve seen many articles get tagged for Sirius XM that actually didn’t even mention the company nor have anything to do with it at all.  Is there a reason for this?  According to the end of year filing from 2009, we had 950,000 investors in this security.  That’s almost 1 million individual holders who have interest in this stock.  As with anything, the more interest, the more information, the more people who provide the information, the more who comment on it, and the more misinformation that gets passed around.  So you can imagine there are a lot of “experts” writing on this stock.  Well sorry experts, but the amount of misinformation you are creating is staggering.  Lets try to clear some of this up.  My focus on this article is to explain important dates to Sirius XM in 2011, and the convertible notes that Sirius XM issued in July of 2008, due in 2014. 

The first date that is approaching is the March 2011 time frame.  In March of 2009, under the lending agreement and preferred share distribution agreement with Liberty Media (NASDAQ:LINTA), Liberty has agreed not to add more than 49.9% of the common stock, until March of 2011.  As of right now Liberty still only has the 40% preferred stake in Sirius XM, as well as $358 million in bonds.  According to the agreement, in March of 2011, they allow Liberty the right to purchase the entire company, if they desire, by making a tender off for all shares.  This doesn’t mean all or any holders have to agree and sell at this price, but if they do make a tender offer, or look to add over 49.9%, it would have to come in the form of a tender offer for all shares.  This of course would still require board approval.  This seems to somewhat coincided with the August 2011 date that marks the 3 year anniversary of the merger, and lifts certain tax restrictions regarding change of ownership, but more on that later as well.  As you will see as these dates and situations are talked about, that they are all seemingly interrelated. 

The offer would have to be board approved of course, and be no lower than the current market trading price of Sirius XM that day.  This would not enact the poison pill (discussed below), as Liberty Media is exempt from its conditions, which restrict purchases up to 4.9% of the common stock.  Currently no one has added shares to an amount higher than this, and no enaction of the poison pill has come forth. 

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