An Securities and Exchange Commission filing this morning has shown that Liberty Media Corp. (NASDAQ: LMCAD) has acquired more shares of Sirius XM Radio Inc. (NASDAQ: SIRI). On January 17, Liberty filed a Form 4 with the SEC indicating that it purchased an additional 50 million common shares on January 15, 2013. This is no longer a state of de facto control. Liberty is now in formal control and it has more friendly board members under its belt as well.
The filing is important in that it confirms what investors have been expecting. It said:
On January 18, 2013, Liberty Radio, LLC, a wholly-owned subsidiary of Liberty Media and the holder of all of the outstanding shares of our Convertible Perpetual Preferred Stock, Series B-1 (the “Preferred Stock”), converted all of its Preferred Stock into 1,293,509,076 shares of Common Stock.
As a result of the latest share purchase, Liberty Media now beneficially owns a total of 3,292,800,311 direct and indirect shares of Sirius XM common stock. This represents approximately 50.21% of all the outstanding shares. Prior to the purchase and conversion, no person or group had control of Sirius XM. On the change of control the company said, “We are not aware of, and Liberty Media has not disclosed, any arrangement which may at a subsequent date result in a change of control of the registrant.”
Liberty Media’s latest purchase was at $3.1556 on VWAP basis. On January 18, 2013, Leon D. Black, Lawrence F. Gilberti and Jack Shaw resigned as members of the Sirius XM board of directors effective immediately. The decision of all was said to not be the result of any disagreement with Sirius on any matter relating to operations, policies or practices. To fill the vacancies resulting from the resignations and the previous resignation of Mel Karmazin, the Sirius XM board of directors unanimously appointed Mark D. Carleton, Robin S. Pringle, Charles Y. Tanabe and CEO James E. Meyer to the board of directors.
Sirius XM shares closed Friday at $3.16 and are up fractionally in early trading, against a 52-week range of $1.78 to $3.19 and against a consensus price target from analysts of $3.28. As we have always maintained, this is a change of control, which may not end up being like a traditional buyout for the common holder. John Malone made an investment in Sirius XM during the financial crisis, and the beneficial owners of all of that preferred stock have literally enjoyed exponential gains.
This report this morning may not exactly be breaking news. It has been known for some time that this was coming, and the filings from last week confirmed the news. Still, Sirius XM investors now have to consider whether John Malone is more interested in the well-being of Sirius XM or Liberty Media holders.