Mediaboss Marketing

By Todd Shields and Alex Sherman - 2012-06-01T04:01:00Z

John Malones Liberty Media Corp. (LMCA), the holder of interests in businesses ranging from cable programmer Starz LLC to the Atlanta Braves baseball team, told U.S. regulators it wants to take over Sirius XM Radio Inc.

Liberty plans to assert control of the largest U.S. satellite radio provider after receiving approval from the Federal Communications Commission, the Englewood, Colorado-based company said in a filing yesterday. Liberty has asked the FCC to reconsider the agencys May 4 dismissal of its application for permission to take control, according to a filing with the Securities and Exchange Commission.

Libertys move has fueled speculation Malone wants to spin off his stake in New York-based Sirius, led by Chief Executive Officer Mel Karmazin. Liberty will probably execute a so-called Reverse Morris Trust, which involves splitting off its Sirius (SIRI) stake as a separate entity and giving its stockholders the option to hold or sell their Sirius shares, according to James Ratcliffe, an analyst at Barclays Capital Inc. in New York.

To execute the spinoff, Liberty must have Siriuss board approval. Sirius is in talks with Liberty about the companys ownership interest, according to a separate filing by Sirius. It said Sirius doesnt expect to disclose developments in the discussions.

Courtnee Ulrich, a Liberty spokeswoman, didnt respond to a telephone call and e-mail. Patrick Reilly, a Sirius spokesman, declined to comment.

Malone, Libertys chairman, saved Sirius from bankruptcy in 2009 with a $530 million loan. Liberty boosted its stake in Sirius to 46.2 percent from 40 percent last month.

Libertys interest in a Reverse Morris Trust is to save on capital gains taxes, said analyst Brett Harriss, a Gabelli & Co. analyst in Rye, New York. Distributing Sirius shares to Liberty stockholders through a spinoff instead of selling them on the open market lets the company avoid paying taxes on the sale, he said.

Liberty would also have the right to change management at the company if it gains control of the board. Malone may not want to remove Karmazin, who helped turn around the company since taking over in 2008, said Harriss, who has a hold rating on Sirius shares.

All the comments that Liberty has made toward Mel have been positive, and Mels done a good job increasing the companys profitability, Harriss said in an interview. That being said, I could see a situation where there could be conflicting personalities. These are two high-powered guys in Mel and John.

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Liberty Tells U.S. It Wants to Take Control of Sirius XM Radio

By Rick Aristotle Munarriz | More Articles May 31, 2012 |

Liberty Media (Nasdaq: LMCA) has sunk its fangs into Sirius XM Radio (Nasdaq: SIRI) , and it's really just a matter of time before the digestion process begins.

As expected, Liberty Media is once again trying to take de facto control of the satellite radio operator. A fresh 13D SEC filing petitions regulators to once again consider the proposal.

What has changed since being rebuffed on May 4 for Liberty Media? Well, through a few transactions the company has beefed up its stake from a simply 40% preferred share position to an effective 46.2% stake. Liberty Media now has effective control of nearly 3 billion of Sirius XM's 6.5 billion shares outstanding. Is the FCC really going to make it jump through the final few hoops? There's a big difference between simply having the 40% preferred share stake that is has held for more than three years and making active moves to own more shares.

The filing details that Sirius XM plans to convert nearly half of its preferred stake into common stock and move to take a majority of the company's board seats.

It's at that point where investors and analysts alike can speculate on what Liberty Media will do with FCC-sanctioned control of the satellite radio giant, though a popular suggestion is that it will follow in the 2009 footsteps of what it did with DIRECTV (Nasdaq: DTV) . Through a Reverse Morris Trust transaction, Liberty Media would be able to spin out the business in a tax-advantaged manner.

This is obviously not the kind of news that Sirius XM investors were hoping to hear when they thought that Liberty Media would have to pay a juicy premium to take control of Sirius XM. However, there are no indications that Liberty Media wants to replace the company's leadership or disrupt the media heavyweight's trajectory. As Sirius XM's largest investor -- by far -- its best interests are aligned with shareholders.

Sirius XM was never about scoring a near-term pop, no matter what you hear on Channel 2 (the pop music-driven Sirius XM Hits 1 channel).

Running of the bullsI remain bullish on Sirius XM's future. It should come as no surprise that I'm promoting the CAPScall initiative for accountability by reiterating my bullish call on Sirius XM for Motley Fool CAPS.

XM Satellite Radio was a Rule Breakers recommendation before the Sirius XM merger. It's now gone from the scorecard, but if you want to discover the newsletter service's next rule-breaking multibagger, a free report reveals all.

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Sirius XM Can't Shake Free of Liberty

(RTTNews.com) - Liberty Media Corp. (LMCA, LMCB) said Thursday that it intends to assert control of satellite radio company Sirius XM Radio Inc. (SIRI), upon receiving approval from the Federal Communications Commission or FCC.

In a filing with the Securities and Exchange Commission, Englewood, Colorado-based Liberty Media said it has asked the FCC to reconsider the agency's previous dismissal of its application for permission take control of Sirius.

In early May, the FCC rejected Liberty Media's application for approval to take de facto control of Sirius, saying that the application was "defective". The rejection represented a major setback to Liberty Media and its chairman John Malone.

John Malone'sLiberty Media, Sirius's largest shareholder, made its application in March to take over the company's operating licenses. Earlier in May, Liberty Media boosted its stake in Sirius to 46.2 percent from 40 percent.

Liberty Media said in the SEC filing that it plans to convert almost one-half of the preferred stock it owns in Sirius, giving it a stake of 32 percent of the total outstanding shares of common stock.

Liberty Media also said that "as soon as practicable", it intends to nominate for elections persons to serve on Sirius' board, such that persons nominated by the company will constitute a majority of the board of directors.

Liberty Media added that it will vote all of its shares of common stock in favor of such nominees. The company already holds 5 of the 13 board seats in Sirius.

In response, New York-based Sirius said in a SEC filing on Thursday that it has been in talks with Liberty to explore possible transaction with respect to Liberty's stake in Sirius.

However, Sirius added that it has not reached an agreement with respect to a specific transaction that would be mutually beneficial to its common and preferred stockholders. There is no assurance that these discussions will result in any specific action or transaction, Sirius noted.

Sirius, led by CEO Mel Karmazin, said it has not been informed of any actions by Liberty Media to take control of its board. The company noted that new directors could not be added to its board without a special meeting that can only be called by two members of the current board of directors or the company's chief executive.

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Liberty Media Steps Up Efforts To Take Control Of Sirius XM Radio

Liberty Media (LMCA) is stepping up its efforts to gain control of satellite radio broadcaster Sirius XM Radio (SIRI), according to regulatory papers filed Thursday.

In filings with the Securities and Exchange Commission, the two companies continued a cat and mouse game as Liberty Media has fought recently for control of Sirius.

In May, the Federal Communications Commission rejected a bid by Liberty Media to take control of Sirius. Liberty Media, Sirius' largest shareholder, now wants the FCC to reconsider that decision and has taken action to support their position that they should control the smaller company.

Liberty Media said in its filing that it intends to convert half of the preferred stock it owns in Sirius into common shares, which would give Liberty a total of 32% of the common stock. Liberty Media also said it will move as soon as practicable to take control of the satellite-radio broadcaster's board.

Sirius countered with its own filing Thursday afternoon, stating that it had been engaged in discussions with Liberty Media to explore possible transactions with respect to its ownership interest in Sirius.

But Sirius stressed that no agreement has been reached with respect to a specific transaction that would be mutually beneficial to both our common and preferred stockholders.

In addition, Sirius stated: There is no assurance that these discussions will result in any specific action or transaction. We do not expect to disclose developments with respect to these discussions.

Liberty Medias shares rose $1.28, or 1.53%, to $84.98. Sirius shares rose 1 cent, or 0.53% to $1.90.

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Liberty Media Steps Up Effort for Sirius XM Control

TORONTO, ONTARIO--(Marketwire -05/31/12)- iSIGN Media Solutions Inc. ("iSIGN" or "Company") (ISD.V), a leading provider of interactive mobile advertising solutions that serves advertisers, manufacturers, retailers and advertising agencies throughout North America and DAT Media ("DAT"), a privately owned and operated full service supplier of digital media products and services located in Varsity Lakes, Queensland, Australia, are pleased to announce the completion of the testing of iSIGN's Interactive Marketing Solutions ("IMS") 3.1 software and related Smart Antenna ("SA").

Under the terms of the LOI, DAT has agreed to an upfront payment of $250,000 US, in exchange for 230 licenses for iSIGN's Smart Antenna ("SA") and related Interactive Marketing Solutions ("IMS") 3.1 software, for a period of three years. In addition, DAT will receive exclusive rights to the territories of Australia, New Zealand and Indonesia. iSIGN will receive $1,095 in licensing fees per unit per year.

"We are pleased to announce that DAT has completed their testing of our system and SA and have agreed to move forward," said Alex Romanov, iSIGN's Chief Executive Officer. "We have received their initial deposit installment and expect to ship their preliminary quantity of Smart Antennas within the next week."

"We initially met with the DAT Media people at the DSE trade show this past March," said Alex Romanov, iSIGN's Chief Executive Officer. "DAT has a very good reputation in Australia and a strong client base. We feel that our software will be an excellent fit with their products and clientele."

"We are pleased that DAT has decided to move forward with us," added Mr. Romanov. "It is further validation that others view our solution and SA in the same fashion as we do - that our solution has tremendous value."

"We are looking forward to receiving our initial shipment of the SA," said Mr. Andrew Mr. Becker, Managing Director of DAT Media. "We can see a great future for the IMS system and the SA in our markets."

About iSIGN Media

iSIGN Media is a North American leader in multiplatform advertising solutions that utilize Bluetooth, Mobile, WiFi and Location-Aware technologies to deliver rich media, permission-based messages to engage consumers more deeply and cost-effectively. The resulting business intelligence and real time metrics, gathered through iSIGN's patent-pending advertising platform, deliver insights into emerging consumer behaviors that help advertisers measure their efforts and make better business decisions to increase ROI and customer loyalty. Headquartered in Richmond Hill, Ontario, with R&D and customer support operations in Vancouver, BC and Tampa, FL, the Company has also grown to become the largest owner/operator of in-store digital media in Canada with 5,600 digital signs in 1,400 locations. Partners include: AOpen America Inc. and IBM, with solution distribution by BlueStar Inc. iSIGN is publicly traded in Toronto (TSX.V). Additional information can be found at http://www.isignmedia.com.

About DAT Media

Established in 2003 and located in Queensland Australia, DAT Media is a privately owned and operated full service supplier of digital marketing solutions. As one of Australia's leading national providers for in store/on premise digital marketing communication and customer engagement solutions, DAT's products & services include: digital signage, in-store radio, kiosks, touchscreen technology, customer queuing systems, interactive gesture control systems, SAAS based CMS (content management systems), media sales, social media integration and creative content production. DAT's clients include Australian government owned retail operations in addition to some of the largest retailers, hospitality and licensed premise operators in Australia. Additional information can be found at http://www.datmedia.com.au.

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iSIGN Media and DAT Media Announce the Successful Conclusion to the Previously Announced Licensing LOI for Australia ...