Liberty Media Lays Out Its Plans To Take Control Of Sirius XM

In an SEC filing this morning, John Malone’s company says that it will convert enough of its preferred shares in the satellite radio provider into common shares to give it 32% of the total votes. Then “as soon as practicable” it will nominate and campaign for a slate of directors that would constitute a majority of the board. Liberty already has five of the 13 seats. In the meantime, Liberty will continue to buy shares in the open market so it could “replace the entire Board of Directors by unilateral action.” The plan comes as Liberty tries to revive its effort to persuade the FCC to give it Sirius XM’s satellite licenses. Malone’s company says it plays such a big role at Sirius XM that it already effectively controls the company. FCC staffers rejected that claim early this month; Liberty laid out its new take-over plans in conjunction with its appeal of that decision. Sirius XM CEO Mel Karmazin has said that if Liberty wants to buy the company, then it should pay existing investors a premium price for their shares. Malone’s plan would not do that. Still, he might find enough investors willing to sell: Sirius XM shares have lost more than 20% of their value over the last 12 months. The stock price is up slightly in pre-market trading.

What Malone hasn’t said is whether he wants to run Sirius XM, or sell it as part of one of his famously complex financial deals to help him minimize tax payments. He’d owe the government a huge capital gains check if he simply tried to sell his existing shares. Liberty invested $530M in Sirius XM in 2009, when the broadcaster was in danger of defaulting on its debt. That stake, equal to about 40% of the equity, is now worth about $3B. But if Liberty controlled Sirius XM it could use a gambit known as a Reverse Morris Trust. Liberty could spin the satellite broadcaster off to its shareholders who’d then merge it with another entity — in effect enabling Liberty to sell its Sirius XM holdings without paying for the capital gains on its investment. Malone is able to make his move now because a standstill agreement that was part of his investment in Sirius XM expired in March.

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