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's Liberty 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.
Sirius also said in its filing that any action to remove and replace its entire board of directors would require the consent of a majority of its outstanding common stock.
Liberty Media became Sirius' largest shareholder in 2009 after it gave the company a $530 million loan to help it stave off bankruptcy.
Terms of that transaction allowed for Liberty Media to convert the loan into preferred shares, but prevented the company from owning a stake of more than 49.5 percent in Sirius. That provision expired in March this year.
LMCA closed Thursday's trading at $84.77, up $1.07 or 1.28 percent on a volume of 1.14 million shares. SIRI closed Thursday's trading at $1.89 on a volume of 56.84 million shares.
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