Sirius XM Radio

Sirius XM Radio

Infobox Company
name = Sirius XM Radio, Inc.
logo =
type = Public (NASDAQ|SIRI)
foundation = XM - 1988 (as American Mobile Radio Corporation) Sirius - May 17, 1990 (formation of Sirius as Satellite CD Radio, Inc.)
Sirius XM - July 29, 2008 (acquisition of XM by Sirius)
location_city = New York City, New York
location_country = United States
area_served = North America
key_people = Gary Parsons, Chairman
Mel Karmazin, CEO
Scott Greenstein, President, Entertainment/Sports
James Meyer, President, Operations & Sales
Dara Altman, Executive VP/Chief Administrative Officer
David Frear, Executive VP/CFO
Patrick Donnelly, EVP/General Counsel
industry = Broadcasting, radio
products = Satellite radio
market c

revenue =
operating_income =
net_income =
assets =
equity =
num_employees = 973 (2008)cite web |url= |title=Company Profile for Sirius XM Radio Inc (SIRI) |accessdate=2008-10-03]
divisions = Sirius Satellite Radio, XM Satellite Radio
homepage = []
footnotes =

Sirius XM Radio, Inc. (NASDAQ|SIRI) is the holding company for two satellite radio services (SDARS) operating in the United States and Canada, Sirius Satellite Radio and XM Satellite Radio. The two parent companies completed their merger (technically the acquisition of XM by Sirius) on July 29, 2008.cite news |url= |title=Sirius completes acquisition of XM Satellite | |date=2008-07-29 |accessdate=2008-07-31]

On February 19, 2007, Sirius Satellite Radio and XM Satellite Radio announced a merger that would combine the two radio services and create a single satellite radio network in the United States.cite press release |url= |title=XM and Sirius to Combine in $13 Billion Merger of Equals |publisher=PRNewswire-FirstCall "via" Mediaroom |date=2007-02-19 |accessdate=2007-02-19] cite press release |url= |title=XM and Sirius to Combine in $13 Billion Merger of Equals |publisher=PRNewswire-FirstCall "via" |date=2007-02-19 |accessdate=2007-02-19] The merger would bring both companies a total of more than 18.5 million subscribers based on current subscriber numbers on the date of merging.

The proposed merger was controversial because in 1997, the FCC only granted two licenses and, in order to ensure a state of competition, stipulated that one of the holders would ‘not be permitted to acquire control of the other.’ [cite news|url=|title=Satellite Radio Merger Approved|last=Ahrens|first=Frank |date=July 26, 2008|pages=Washington Post]

Each share of XM stock was replaced with 4.6 shares of Sirius. Each company's stockholders initially retain approximately 50% of the joined company. Sirius CEO Mel Karmazin is the CEO of the new company, and XM chairman Gary Parsons is likewise the chairman.cite press release |url= |title=SEC Filing by Sirius Satellite Radio | |date=2007-02-21 |accessdate=2007-02-21] XM CEO Hugh Panero stepped down from his company in August 2007.cite press release |url= |title=XM Chief Executive CEO Hugh Panero to Step Aside |publisher=XM Radio "via" PRNewswire-FirstCall |date=2007-07-24 |accessdate=2007-07-24]

Merger history

*February 19, 2007, the merger was officially announced to shareholders of the company.cite web |url= |title=XM and Sirius Merger News | |accessdate=2007-07-31] This came after many months of speculation by industry watchers. On February 20, an open conference call was organized between executives of both companies.cite web |url= |title=SIRIUS Satellite Radio & XM Satellite Radio to Combine in Merger of Equals (Webcast presentation) | |date=2007-02-20 |accessdate=2007-07-31]
*March 20, 2007, the two companies filed a "Consolidated Application for Authority to Transfer Control" at the FCC.cite web |url= |title=Consolidated Application for Authority to Transfer Control | |date=2007-03-20 |accessdate=2007-07-31 |id=MB Docket No. 07-57]
*June 8, 2007, the FCC's Mass Media Bureau gave "Public Notice" that it had accepted the application for filing and started its informal six month merger review clock.cite web |url= |title=XM and Sirius Transaction Team | |date=2007-06-08 |accessdate=2007-07-31 |id=MB Docket 07-57] The notice also set a pleading cycle requiring comments or petitions be filed by July 9, 2007, and responses or oppositions be filed by July 24, 2007.
*October 4, 2007, Sirius and XM satellite radio announced that both companies will conduct a shareholder vote. Sirius scheduled its meeting for Tuesday November 13, 2007, for shareholders to vote on the proposed merger. XM scheduled a similar shareholder vote in Washington D.C. on the same date.Fact|date=June 2008
*November 13, 2007, Shareholders of Sirius Satellite Radio Inc. approved the company's $5 billion acquisition of rival XM Satellite Radio Holdings Inc. 96% of Sirius Satellite Radio shareholder's votes cast approved the acquisition.cite web |url= |title=Sirius Shareholders approve XM Deal | |accessdate=2007-11-13]
*January 15, 2008, it was reported that the FCC expects to come to a decision in Q1 2008.cite news |url= |title=FCC Chairman says merger decision in first quarter | |date=2008-01-15 |accessdate=2008-01-16]
*March 24, 2008, the United States Department of Justice Antitrust Division announced it closed its investigation of the merger of the two companies, citing no harm to consumers or competition.cite news |url= |title=XM-Sirius merger approved by DOJ | |first=David |last=Goldman |date=2008-03-24 |accessdate=2008-07-22]
*May 23, 2008, FCC Chairman Kevin Martin said at a press conference that "the Commission could act by the end of the second quarter", which ends June 30, 2008. Earlier that week senators called upon the FCC to enact strict requirements on the merger such as returning some of the radio spectrum to competitors and open its service to all manufacturers of satellite radio players. [cite news|url=$rol.exe/headline_id=b10901|title=Martin: FCC May Rule on Sirius-XM Merger by June 30|date= 2008-05-23|work=Radio Online|accessdate=2008-05-28] [cite news|url=|title=FCC May Be Near Decision on Merger Of Sirius and XM|last=Kang|first=Cecilia |date=May 24, 2008|work=Washington Post|pages=D01|accessdate=2008-05-28]
*June 16, 2008, FCC Chairman Kevin Martin announced his recommendation to approve the merger with the conditions that 24 channels be turned over to noncommercial and minority programming and that a three-year price freeze for consumers be instated. The combined companies would also agree to offer a la carte channel subscriptions, low price plans, and encourage development of third-party devices. [cite news|url=|title=Sirius, XM 'Stepped Forward' To Get FCC Support Of Merger|date=06-16-08|work=TWICE|accessdate=2008-06-17] "best of" XM packages will also be offered to existing Sirius customers and "best of" Sirius packages offered to XM customers with the merged company deciding what is included in those packages. [cite news|url=|title=Sirius XM Radio to offer the best of both services (sort of); Karmazin predicts success |date=7/30/2008|publisher=Los Angeles Times]
*June 16, 2008, The official concessions by Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. have been made public by the Federal Communications Commission.cite news |url= |title=Official Sirius-XM merger concessions made public | |date=2008-07-17 |accessdate=2008-07-22]
*July 25, 2008, FCC approves merger in a 3 to 2 vote along party lines. [cite news|url=|title=Sirius, XM tie-up gets FCC approval|date=2008-07-25 |accessdate=2008-07-25] [cite news|url=|title=Satellite Radio Merger Approved|last=Ahrens|first=Frank |date=July 26, 2008|pages=Washington Post]
*July 29, 2008, Sirius and XM officially merge as Sirius XM Radio, Inc. Sirius XM chosen as new name. [cite web|url=|title=SIRIUS XM Radio Chosen as New Corporate Name|work=Press Release|publisher=XM Serious] XM Canada and Sirius Canada remain separate companies. [cite news|url=|title=XM, Sirius merger in U.S. raises competition concerns in Canada|date=July 30, 2008|publisher=CBC]

Post-merger history

*July 29, 2008 Sirius CEO Mel Karmazin hosts a town-hall type meeting at XM Radio's Washington DC headquarters which is broadcast companywide. Reveals that the management team will consist of him with a 2nd tier of as many as 26 Executive Vice Presidents. [cite news|url=|title=Mr. Karmazin Goes To Washington|last= Carter|first=Kevin|date=7/29/2008|publisher=Radio and Records]
*July 30, 2008 Karmazin hosts a similar town-hall meeting with Sirius employees after appearing on several Sirus and XM shows, explaining the future of the new company. Karmazin also thanked the NAB for the strong opposition to the merger which, in his words, established that terrestrial radio and satellite radio were still competitors. [cite news|url=|title= Karmazin Toasts NAB In Sirius-XM Merger Approval|date=July 30, 2008|publisher=FMQB]
*September 9, 2008 Sirius XM announces new "Best of Both" content, and will be available to most satellite radio customers on October 6, 2008 at a monthly cost of $16.99. The following Sirius programming will be included in Best of Both being aired on XM: Howard 100, Howard 101, Martha Stewart Living Radio, Sirius NFL and NASCAR Radio, as well as Playboy Radio. The following XM programming will be included in Best of Both being aired on Sirius: NBA, NHL Home Ice, Oprah & Friends, The Virus, Public Radio with Bob Edwards, College Sports, and the PGA Tour. [cite news|url=|title=SIRIUS XM Radio Provides Merger Update]

tated benefits


Since both companies will operate as one, this may reduce the cost of licensing the broadcast material. It will also almost certainly reduce the staff required to run the company. Also, programming can be spread out among the companies' combined satellite constellations.


If all of the non-duplicate channels are kept, this will result in more programming being made available to subscribers of both services.

New development

With only one company to develop products for, the new company can afford to spend more money to develop new products.cite web |url= |title=The Economics of the Satellite Radio Merger | |first=Thomas |last=Hazlett |date=2007-06-14 |accessdate=2007-07-31|format=PDF] So far, services have been developed which were not even conceived of when satellite radio was launched. XM and Sirius now carry satellite weather and traffic, and Sirius launched television programming in 2007. Likewise, it is expected that new technologies and products will continue to be developed and integrated in to the combined infrastructure of XM and Sirius Radio.

Opposition arguments

The main opposition to the merger is the National Association of Broadcasters (NAB) and the Consumer Coalition for Competition in Satellite Radio (a group run by the NAB). NAB representatives have been present at both Congressional hearings, and have produced several advertisements regarding the merger. The NAB's contention is that the merged company will be a monopoly, and that their increased market power will harm consumers. Four primary concerns are proposed.


As the only provider of satellite radio, the new company could raise the subscription price, and subscribers would have no choice but to pay it if they want satellite radio service.cite web |url= |title=Expert Declaration of J. Gregory Sidak Concerning the Competitive Consequences of the Proposed Merger of Sirius Satellite Radio, Inc. and XM Satellite Radio, Inc. |work=Social Science Research Network |first=J Gregory |last=Sidak |date=2007-03-29 |accessdate=2007-08-01] Sirius argues that the competition from terrestrial radio, Internet radio, and portable media players would act to moderate the cost. Sirius CEO Mel Karmazin has also offered to fix prices in order to satisfy regulators and consumers.


XM and Sirius are constantly developing new products. The original satellite receivers were larger and offered fewer features than modern receivers. The argument is that XM's competition with Sirius has prodded this progress.


Arguments against the merger state that none of the economic studies offered by XM and Sirius prove that the relevant product market is any larger than satellite radio services under the Department of Justice (“DOJ”) and Federal Trade Commission’s long-established Horizontal Merger Guidelines. Therefore, because XM and Sirius are the only two competitors in the satellite radio industry, it has been argued that their combination would result in a merger to monopoly, clearly in violation of section 7 of the Clayton Act, which forbids mergers that may tend to lessen competition substantially.cite web |url= |title=Third Supplemental Declaration of J. Gregory Sidak Concerning the Competitive Consequences of the Proposed Merger of Sirius Satellite Radio, Inc. and XM Satellite Radio, Inc. |work=Social Science Research Network |first=J Gregory |last=Sidak |date=2007-10-01 |accessdate=2007-10-03] The proposed merger of XM-Sirius deviates from the standard way in which mergers are analyzed. Because their merger could not prevail under the standard established by the Merger Guidelines, XM and Sirius sought to apply a different standard.cite web |url= |title= Evaluating Market Power with Two-Sided Demand and Preemptive Offers to Dissipate Monopoly Rent: Lessons for High-Technology Industries from the Proposed Merger of XM and Sirius Satellite Radio |work=Social Science Research Network |first=J Gregory |last=Sidak |date=2007-01-29 |accessdate=2007-01-31]

However, Goldman Sachs analyst Mark Wienkes identified MP3 players as significant competitors to satellite radio, specifically the announced music streaming capabilities of the 2nd generation iPhone.cite news|url=|title=AOL Turns the iPhone Into an Expensive Radio|last=Hansell|first=Saul |date=June 13, 2008|work=New York Times] cite news|url=|title=XM, Sirius Plunge After Merger Report|last=Kang|first=Cecilia |date=June 20, 2008|work=Washington Post|pages=D1|accessdate=2008-06-21]


Sirius and XM have both used star power to attract consumers. Howard Stern, Bubba the Love Sponge, Scott Ferrall, Bob Dylan, Opie and Anthony, Ron & Fez, Bam Margera, Tony Hawk, Jason Ellis, Martha Stewart and Oprah Winfrey are among the stars that have signed contracts with one of the two companies. Exclusive sports programming (The National Football League, English Premier League, Canadian Football League and NASCAR on Sirius and Major League Baseball, National Hockey League, PGA Tour, and Indy Racing League on XM) also drives consumers to one network or the other. Sirius and XM executives hope to lower the cost of this programming by merging; critics argue that the lowered cost will result in less total programming being made available. In particular, marquee sports and talk shows could be offered a la carte, similar to premium digital/satellite television tiers and out-of-market sports packages.

Canadian counterparts

In Canada, Sirius Canada and XM Canada are partially owned by Sirius XM (20% and 23.3% respectively) [cite web |url= |title=XM, Sirius merger in U.S. raises competition concerns in Canada |work=CBC News |first=Paul |last=Jay |date=2008-07-30 |accessdate=2008-08-09] in joint ventures with Canadian companies. The two Canadian ventures have not yet agreed to a merger. [cite web |url= |title=XM-Sirius merger not replicated in Canada |work=Hollywood Reporter |first=Etan |last=Vlessing |date=2008-07-29 |accessdate=2008-08-09] Complicating matters is that Sirius Canada has nearly 80% of the total satellite radio subscribers in that country, and feels they deserve greater than a 50/50 split of the new company, whereas XM Canada feels that their deal with the NHL warrants a significant amount of value in the new company.Fact|date=August 2008 The Canadian musical content mix ratio would also have to be negotiated for a combined XM-Sirius/U.S.-Canada service.Fact|date=August 2008

The Canadian Radio-television and Telecommunications Commission (CRTC) and the Canadian Competition Bureau would have to approve any merger between XM Canada and Sirius Canada. [cite web |url= |title=XM, Sirius merger in U.S. raises competition concerns in Canada |work=CBC News |first=Paul |last=Jay |date=2008-07-30 |accessdate=2008-08-09]

Given recent assurances that both XM and Sirius will continue to operate as separate brands in the U.S. post-merger, it is conceivable that the Canadian companies could continue to offer competing services after the American firms merge.Fact|date=August 2008 The combined Sirius XM nonetheless owns significant minority interests in both XM Canada and Sirius Canada.



Currently, XM and Sirius use different compression and conditional access systems, currently making their receivers incompatible with each other's service, though both companies have guaranteed that existing receivers will be able to receive content from both services after the merger.

Executives from both companies have stated that XM and Sirius will continue to operate as separate services. Buying another radio to receive programming from the other service will be optional.cite news |url= |title=Sirius CEO discusses post-XM merger service plans |work=USA Today |date=2007-02-27 |accessdate=2007-07-31] cite web |url= |title=XM Satellite Radio Q4 2006 Earnings Call Transcript | |date=2007-02-26 |accessdate=2007-07-31] However, a unified receiver that can receive programming from both networks would allow subscribers to listen to the entire range of channels. Interoperable Technologies, a joint venture of both companies, was formed in 2003 and announced such a receiver in 2006. Mel Karmazin has confirmed the existence and operation of the radio, "We have one. It's in my office." Karmazin's dual system radio can expect competitors--according to tech-site "Gizmodo", Onkyo is entering the interoperable radio arena.cite web |url= |title=Onkyo Debuts World's First XM, Sirius, HD Radio Tuner |work=Gizmodo |first=Louis |last=Ramirez |date=2007-04-24 |accessdate=2007-07-31]

Subscriber growth is expected to slow significantly as consumers wait for interoperable receivers.


There are currently 7 satellites in orbit: 4 XM and 3 Sirius satellites. Each company also has a ground spare, of identical construction to its first generation of satellite. Also, Sirius will continue its plans to launch its newest satellite, Radiosat-5.

There are no publicly available facts concerning the cross-compatibility of the satellites themselves. If it is possible to use XM satellites to propagate Sirius's signal, this would give Sirius immediate access to a second geostationary satellite, which would improve reception for stationary receivers, such as those at businesses and homes. In the long term, consolidating transponders on to fewer satellites will reduce infrastructure costs significantly: to build and launch one satellite can cost more than US$300 million,cite news |url= |title=XM Could Launch XM-4 Satellite A Year Early |work=Forbes |date=2005-06-09 |accessdate=2007-07-31] with a lifetime of approximately 15 years. Once the next generation of satellites is constructed and operating, combining satellite networks could result in a savings of US$40 million a year.


*The merger conference call announced that previously exclusive content, including sports and talk, will be folded into one unified service which offers "even more channel capacity" and a la carte ordering of premium services (the ability to order a single channel or small subset of channels).
*CEO Karmazin said in an interview that both the XM and Sirius brands will be offered as separate brands/services for the next 15 years. Any combined or unified services would be in addition to these separate services.
*Members of the Congressional Black Caucus have criticized the planned merger saying that commitments to devote 12 channels to minority-owned programming is not enough.cite news|url=|title=Radio Merger Under Fire From Black Lawmakers|last=Birnbaum|first= Jeffrey H. |date=June 17, 2008|work=Washington Post|pages=D1|accessdate=2008-06-21]


*Both companies compete primarily with free services. Executives from XM and Sirius both made it clear that they do not want to slow down the adoption of satellite radio, so they hope to not increase the subscriber price, but to gain new revenues from new services: video, navigation, and advertising.Fact|date=August 2008
*One concern voiced by some subscribers regards the Sirius lifetime subscription: for a one-time fee, Sirius subscribers were able to obtain a lifetime subscription for a receiver. This subscription is tied to the individual receiver, and there was a concern that the subscription may not transfer to a new universal receiver. However, Sirius' FAQ page regarding the merger states that "Any plan you sign up for now will be honored by the merged company." As they also have guaranteed that no radio will become obsolete, it is likely that this concern will be addressed via some new, merged signal.cite web |url= |title=Sirius/XM Merger | |accessdate=2007-07-31]
* While both companies declare the deal to be a "merger of equals", Bloomberg reports Sirius will acquire XM for US$4.57 billion in stock.cite news |url= |title=Sirius to Acquire Larger Rival XM for $4.57 Billion |work=Bloomberg |first=Christopher |last=Stern |date=2007-02-19 |accessdate=2007-07-31]
*Stock prices of XM dropped 17% and Sirius dropped 12% on 2008-06-19 after a report by Goldman Sachs analyst Mark Wienkes predicted that cash flows of the combined company would be impacted by increased competition from MP3 players and new streaming capabilities of the iPhone. The report predicted that the combined companies would have to take on $500 million to $1 billion in new debt and recommended that stock holders sell their XM and Sirius stock. Subscriber growth of both companies is expected to slow as consumers wait for receivers which are interoperable between the 2 companies to become available.
*Current economic conditions and both company's mounting debt could make the merger a necessity to refinance the debt of both companies. This is especially for XM which faces $400 million in convertible notes which come due in 2009.cite news|url=|title=Can XM, Sirius Survive a Failed Deal?|last=Holmes|first=Robert|date=2008-06-18||accessdate=2008-06-21]

Executive compensation

Executives who are not offered jobs in the new combined company are are assured generous golden parachutes due to severance agreements approved in 2007. [cite news|url=^1677932|title=Severance deals protect XM Satellite executives|last=Darcy|first=Darlene |date=August 1, 2008|publisher=Washington Business Journal]
*Former XM Radio Chief Executive Officer Nate Davis has a severance package worth $10 million.
*Gary Parsons, who is continuing as Chairman of Sirius XM Radio, was set to receive $9 million.
*Erik Toppenberg, Executive Vice President of Programming for XM Radio, has a severance package worth $5.34 million.
*Joseph Euteneuer, Chief Financial Officer for XM Radio, has a severance package worth $4.9 million.
*Vernon Irvin, Chief Marketing Officer, has a severance package worth $4.5 million.


The following milestones have been set for the merger:


ee also

* Sirius Satellite Radio
* XM Satellite Radio
* National Association of Broadcasters

External links

* [ Federal Communications Commission's XM-Sirius transaction page]

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