Sirius XM Radio

Sirius XM Radio Inc.
Type Public
Traded as NASDAQSIRI
Industry Radio broadcasting
Founded May 17, 1990
as Satellite CD Radio, Inc.
July 29, 2008
as Sirius XM Radio Inc.
Headquarters New York City, New York, U.S.
Area served United States
Key people Eddy Hartenstein
(Chairman)
Mel Karmazin
(CEO)
Scott Greenstein
(President and CCO)
Products Satellite radio
Revenue US$ 2.817 billion (2010)[1]
Operating income US$ 465.4 million (2010)[1]
Net income US$ 43.06 million (2010)[1]
Total assets US$ 7.383 billion (2010)[1]
Total equity US$ 207.6 million (2010)[1]
Employees 1,479 (December 2010)[1]
Divisions Sirius Satellite Radio
XM Satellite Radio
Subsidiaries Sirius XM Canada (25%)
Website SiriusXM.com

Sirius XM Radio Inc. (NASDAQSIRI) is an American broadcasting company that provides two satellite radio services (SDARS) operating in the United States, Sirius Satellite Radio and XM Satellite Radio. The company also owns a minority interest in Sirius XM Canada, an affiliate company which provides Sirius and XM service in Canada. The company in its current incarnation was formed following the acquisition of XM Satellite Radio, Inc. by Sirius Satellite Radio, Inc. on July 29, 2008.[2]

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.[3][4] The merger brought the combined 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 U.S. Federal Communications Commission (FCC) granted only 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.[5]

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 became CEO of the new company, and XM chairman Gary Parsons was named chairman.[6] XM CEO Hugh Panero stepped down in August 2007.[7]

In 2011, SiriusXM announced that the company will offer personal radio channels like Pandora.[8] The new features will allow listeners to replay, skip and ban songs, along with five hours' worth of time-shifting capabilities on most channels and some on-demand features.[8]

Contents

Merger history

Post-merger history

Stated benefits of the merger

Cost

Because 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

Variety

If all of the non-duplicate channels are kept, this will result in more programming being made available to subscribers of both services. However, since May 2011, SiriusXM has been systematically dropping stations. Additionally, the music playlists on remaining stations are diminishing and duplicative.

New development

With only one company to develop products for, the new company can afford to spend more money to develop new products.[33] 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.

Competition

Both companies were losing money before the merger, and were rumored to be facing bankruptcy. The company argued that merger was the way to avoid bankruptcy, and that bankruptcy would result in diminished competition for existing terrestrial radio and streaming services like Pandora.

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.

Innovation

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.

Competition

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.[34] 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.[35]

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.[36][37]

While the accessibility of Internet streaming music was downplayed during the merger hearings, the popular iPhone and Blackberry portable devices have changed that. There are a few services attempting to compete directly with Sirus XM by streaming audio to a user's cell phone.

Programming

Sirius and XM have both used star power to attract consumers. Howard Stern, Opie and Anthony, Bubba the Love Sponge, Scott Ferrall, Bob Dylan, Tom Petty, Ron & Fez, Broadminded, 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, Barclays Premier League, Canadian Football League and NASCAR on Sirius and Major League Baseball, National Basketball Association, 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.

Programming changes beginning November 12, 2008, included the elimination of niche programming in the genres of punk rock and early hip-hop, with devotees of these channels diverted to themed shows on the Action Sports and Hip-Hop Hits channels, respectively. Sirius removed Backspin 43 and the Beat 36 while directing listeners to different stations with no relation to the stations which were removed. Gold-based active rock channel Boneyard was pre-empted for AC/DC Radio at the same time, whereas Sirius's BuzzSaw was entirely dropped. Fans of XM 82, "The System" have been redirected to Area. The mashup/breakbeats channel Boombox and freeform station "Sirius Disorder" were not replaced, while fans of the disco channel Chrome were diverted to the more general 1970s channel '70's on 7.[39]

On January 15, 2009, due to subscriber demand, Boneyard, The Strobe and BackSpin were returned to the line-up on both services. Also, The Beat Morning Show with Geronimo was added on BPM. This show only lasted until June 13, 2009, when BPM dropped the BEAT Morning Show from the lineup and the website. Subscribers are still upset with the new channel line-up, based on discussions from the various Facebook pages of their respective channel. One, for example, The Sirius subscribers are wanting The BEAT returned and the XM subscribers are wanting BPM back pre-merger. On October 22, 2010, Sirius XM dropped The Strobe from the lineup and moved the channel to its online service.[40]

Sirius XM also removed internationally renowned British music station BBC Radio 1 from its channel lineup on August 9, 2011 without any warning to its subscribers. After thousands of angry customers started a campaign using social media to reinstate BBC Radio 1 on Sirius XM, the channel was added to Sirius XM's online service. This did not quell the uproar from BBC Radio 1 fans, who continued their fight into October, 2011.[41]

Canadian counterparts

In Canada, Sirius Canada and XM Canada are partially owned by Sirius XM (20% and 23.3% respectively) [42] in joint ventures with Canadian companies. The two Canadian ventures did not immediately agree to a similar merger, but instead remained in competition as distinct services.[43] Complicating matters was that Sirius Canada has nearly 80% of the total satellite radio subscriber base in that country, and felt they deserved greater than a 50/50 split of the new company, whereas XM Canada felt that their deal with the National Hockey League — a particularly lucrative prize in Canadian sports broadcasting — also warranted a significant amount of value in the new company.[43]

Even if the two Canadian systems combined, they still would not be able to provide the same channel line-up as Sirius XM in the US because of the services' Canadian content license requirements. 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.[44]

On November 24, 2010, XM Radio Canada and Sirius Canada announced that they will merge their services.[45] On April 12, 2011, the CRTC approved the companies' merger into Sirius XM Canada.[46] John Bitove's Canadian Satellite Radio Holdings Inc., the licensee of XM Canada, will hold a 30 per cent share in the new company as its primary and controlling shareholder, while Slaight Communications and the Canadian Broadcasting Corporation, the current owners of Sirius Canada, will each retain 20 per cent ownership and Sirius XM's American parent company will hold 25 per cent.[32] The merger was completed on June 21, 2011.[47]

Technical

Receivers

Currently, XM and Sirius use different compression and conditional access systems, 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.[10][48][49] 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.[50]

Subscriber growth is expected to slow significantly as consumers wait for interoperable receivers.[37]

Satellites

Currently, there are nine satellites in orbit; five XM and four Sirius satellites. Each company also has a ground spare, of identical construction to its first generation of satellite. The most recent satellite is XM-5, which was launched by Proton on October 14, 2010.[51] The XM Radio satellites use S band frequencies from 2,332.50 through 2,345.00 MHz, and Sirius Radio use adjacent frequencies 2,320.00 through 2,332.50 MHz.[52]

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,[53] 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.

Internet

Sirius XM radio content is also available over the Internet, competing for listeners of Internet radio stations and other online music services. The Internet-only option is offered for US $12.95 a month [54] and does not require a stand alone radio receiver or additional computer hardware.[55] There are internet radio receivers that will stream the internet streams of SiriusXM channels with the add-on internet subscription. Internet radios by Grace Digital have this capability, provided the user has a current internet account with user name and password.

Mobile device applications

iPhone and iPod Touch

Sirius XM on June 17, 2009, released a software application for use on the Apple iPhone and Apple iPod Touch devices thatallow its subscribers and users of those devices to listen to its programming. The application does not feature all of the programming available to satellite listeners. The company addresses this in the frequently asked questions section for the application,[56] stating:

SIRIUS & XM offer all of the channels for which we have mobile performance rights. For that reason, certain channels which may be available on your satellite radio or online radio service may not be available on a mobile device like the iPhone.

BlackBerry

Sirius XM has also developed an application for use on certain 3G enabled Rim BlackBerry smartphones. Much like its iPhone and iPod Touch counterpart, it features a restricted 120 channel lineup featuring most of the music channels and selected talk programming. As with the iPhone app, some select programming, including MLB Play-by-Play, and SIRIUS NASCAR Radio, are not available at this time on the Blackberry. However, NFL Play-by-play was added in late 2010, as before you could only hear the talk-oriented daily programming. due to licensing and exclusivity deals, some play-by-play is not available, such is the case for both MLB and NASCAR, both online rights being owned by Turner Sports Interactive.

Blackberry smartphones currently compatible with the Sirius app:

Android

On May 28, 2010, Sirius XM released an application for mobile devices using the Android operating system. It features the same 120 channels of commercial-free music, news, talk radio, sports talk, and entertainment channels as found on the iPhone/iPod Touch and Blackberry applications. In August 2010, the Froyo release of Android broke the Sirius XM application. Sirius XM has since released an updated client that works with Froyo.

Devices that are compatible with the Sirius XM app for Android include the Droid Incredible by HTC, the Motorola Droid, the HTC Hero, the Motorola Cliq, and the Google's Nexus One, among others.[57]

Programming

Financial

Executive compensation

Executives who were not offered jobs in the new combined company were assured generous golden parachutes due to severance agreements approved in 2007.[63]

Milestones

The following milestones have been set during and after the merger:

Date Event Comments
February 2007 Execute definitive agreement Announced February 20, 2007
March 2007 File FCC application Filed March 20, 2007
June 2007 FCC places application on "Public Notice" (DA 07-2417) Comments/Petitions due July 11, 2007; Responses/Oppositions due July 24, 2007
November 2007 SIRIUS/XM shareholder votes Announced October 4, 2007, and voted upon on November 13, 2007. 96% of Sirus shareholders approved the merger,[64] and 99.8% of XMSR shareholders also approved.[65]
March 2008 Receive regulatory approvals On March 24, 2008, the U.S. Department of Justice ended its investigation of the merger (i.e., decided against blocking the deal).[66]
July 2008 Receive FCC approval On July 25, 2008, the FCC approved the merger voting 3-2 down party lines.[67]
July 2008 Merger Completed XM stock trading ceases July 28, 2008. Sirius XM Radio, Inc. becomes the name of the merged corporation.
November 12, 2008 Programming merged
March 2009 MiRGE released The first satellite radio receiver to play both Sirius and XM audio is available for purchase.
December 2010 Alaska & Hawaii expansion Receives FCC approval to add service to the two states, thus giving Sirius XM coverage in all 50 states; expected to begin mid 2011.

See also

Notes

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  2. ^ a b "Sirius completes acquisition of XM Satellite". Reuters.com. 2008-07-29. http://www.reuters.com/article/industryNews/idUSN2926292520080730?sp=true. Retrieved 2008-07-31. 
  3. ^ "XM and Sirius to Combine in $13 Billion Merger of Equals" (Press release). PRNewswire-FirstCall via Mediaroom. 2007-02-19. http://xmradio.mediaroom.com/index.php?s=press_releases&item=1423. Retrieved 2007-02-19. 
  4. ^ "XM and Sirius to Combine in $13 Billion Merger of Equals" (Press release). PRNewswire-FirstCall via Sirius.com. 2007-02-19. http://investor.sirius.com/ReleaseDetail.cfm?ReleaseID=230306. Retrieved 2007-02-19. 
  5. ^ a b Ahrens, Frank (July 26, 2008). "Satellite Radio Merger Approved". The Washington Post: pp. Washington Post. http://www.washingtonpost.com/wp-dyn/content/article/2008/07/25/AR2008072503026.html?hpid=topnews. 
  6. ^ "SEC Filing by Sirius Satellite Radio" (Press release). Edgar-Online.com. 2007-02-21. http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=4980805&Type=HTML. Retrieved 2007-02-21. 
  7. ^ "XM Chief Executive CEO Hugh Panero to Step Aside" (Press release). XM Radio via PRNewswire-FirstCall. 2007-07-24. http://xmradio.mediaroom.com/index.php?s=press_releases&item=1473. Retrieved 2007-07-24. 
  8. ^ a b Charlie White, Mashable. "SiriusXM To Get Pandora-Like Upgrade." August 5, 2011. Retrieved August 5, 2011.
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  24. ^ Carter, Kevin (2008-07-29). "Mr. Karmazin Goes To Washington". Radio and Records. http://www.radioandrecords.com/RRWebSite/SearchStoryPage.aspx?ContentID=CqOgt9D7p0I%3d&Version=0&Search=Karmazin. 
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  27. ^ "Sirius XM Prepares for Possible Bankruptcy". The New York Times. 2009-02-10. http://www.nytimes.com/2009/02/11/technology/companies/11radio.html?ref=technology. 
  28. ^ Malone's Liberty Media invests $530M in Sirius XM Radio, Greg Avery, Denver Business Journal, February 17, 2009
  29. ^ SIRIUS XM Music Royalty Fee
  30. ^ DirecTV.com SonicTap-XM Music Channel Comparison
  31. ^ "Sirius XM moving to offer service in Alaska, Hawaii" RBR.com (January 17, 2011)
  32. ^ a b CRTC Decision 2011-240.
  33. ^ Hazlett, Thomas (2007-06-14). "The Economics of the Satellite Radio Merger" (PDF). XMMerger.com. http://www.xmmerger.com/uploads/Hazlett_Paper_with_Transmittal_-_Final.pdf. Retrieved 2007-07-31. 
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  36. ^ Hansell, Saul (June 13, 2008). "AOL Turns the iPhone Into an Expensive Radio". New York Times. http://bits.blogs.nytimes.com/2008/06/13/aol-turns-the-iphone-into-an-expensive-radio/?hp. 
  37. ^ a b c d Kang, Cecilia (June 20, 2008). "XM, Sirius Plunge After Merger Report". Washington Post: pp. D1. http://www.washingtonpost.com/wp-dyn/content/article/2008/06/19/AR2008061903242.html. Retrieved 2008-06-21. 
  38. ^ http://www.iheartradio.com/national_radio_tuner/main.html
  39. ^ "New Channel Lineup:Music". sirius.com. http://www.sirius.com/newlineup. Retrieved 2007-11-14. 
  40. ^ "The STROBE Becomes a Sirius XM Online Service channel effective 6 PM ET 10/22/10" from The Strobe's Facebook page (October 22, 2010)
  41. ^ www.facebook.com/SaveRadio1inNorthAmerica
  42. ^ Jay, Paul (2008-07-30). "XM, Sirius merger in U.S. raises competition concerns in Canada". CBC News. http://www.cbc.ca/money/story/2008/07/30/xm-sirius-conflict.html. Retrieved 2008-08-09. 
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  51. ^ "ILS Proton Successfully Launches SIRIUS FM-5 Satellite". ILS. July 1, 2009. http://www.ilslaunch.com/news-070109. 
  52. ^ "Satellite S Band Radio Frequency Table". CSG Networks. http://www.csgnetwork.com/satradiofreq.html. Retrieved 2011-11-09. 
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  54. ^ http://mobilenewz.net/2009/06/sirius-xm-coming-to-itunes-apps-store/
  55. ^ http://www.wired.com/epicenter/2009/06/sirius-xm-releases-lite-iphone-app-wtf/
  56. ^ Sirius XM Frequently Asked Questions
  57. ^ "SIRIUS XM Radio Android App Now Available". http://investor.sirius.com/releases.cfm. Retrieved 2010-05-29. 
  58. ^ Birnbaum, Jeffrey H. (June 17, 2008). "Radio Merger Under Fire From Black Lawmakers". Washington Post: pp. D1. http://www.washingtonpost.com/wp-dyn/content/article/2008/06/16/AR2008061602470.html. Retrieved 2008-06-21. 
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  63. ^ Darcy, Darlene (August 1, 2008). "Severance deals protect XM Satellite executives". Washington Business Journal. http://washington.bizjournals.com/washington/stories/2008/08/04/story7.html?b=1217822400^1677932. 
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  66. ^ Department of Justice, Statement of the Department of Justice Antitrust Division on its Decision to Close its Investigation of XM Satellite Radio Holdings Inc.'s Merger with Sirius Satellite Radio Inc.
  67. ^ Associated Press (2008-07-24). "XM/Sirius Merger Gets FCC Approval". FOXBusiness.com. Archived from the original on 2008-07-30. http://web.archive.org/web/20080730034637/http://www.foxbusiness.com/story/markets/industries/technology/xmsirius/. Retrieved 2008-07-31. 

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