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Transfer of Control of Liberty Media and Sirius XM Radio, Inc

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Released: October 2, 2012

PUBLIC NOTICE

Federal Communications Commission
445 12th St., S.W.

News Media Information 202 / 418-0500

Internet: http://www.fcc.gov

Washington, D.C. 20554

TTY: 1-888-835-5322

Report No. SPB-243

DA 12-1569

October 2, 2012

Liberty Media Corporation Seeks FCC Consent to Transfer De Jure

Control of Sirius XM Radio,

Inc.

APPLICATIONS ACCEPTED FOR FILING AND

PLEADING CYCLE ESTABLISHED

IB Docket No. 12-282

Petitions to Deny Due: November 1, 2012
Oppositions Due: November 13, 2012
Replies Due: November 20, 2012

I.

INTRODUCTION

Liberty Media Corporation (“Liberty Media” or “Transferee”) has filed a series of applications
(collectively, the “Application”) pursuant to section 310 of the Communications Act of 1934, as amended
(“Communications Act”) and the Commission’s rules,1 seeking approval to transfer de jure control of
Sirius XM Radio Inc. and its subsidiaries (collectively “Sirius” or “Transferor”) to Liberty Media.2 Sirius


1 47 U.S.C. § 310(d); 47 C.F.R. §§ 1.948(a), 5.79, 25.119(d).
2 See Liberty Media Corporation, Application for Consent to Transfer of De Jure Control of Sirius XM Radio Inc.,
Narrative, IBFS File Nos. SAT-T/C-20120817-00133, -00134, -00135, -00136, SES-T/C-20120821-00776, -00777,
-00792; ULS File Nos. 0005353974, 0005353880 and Experimental License File Nos. 0019-EX-TU-2012, 0020-
EX-TU-2012 (filed Aug. 16, 2012). Previously, on March 20, 2012, Liberty Media filed a series of applications
seeking Commission consent to the transfer of de facto control of Sirius to Liberty Media. Liberty Media
Corporation, Application for Consent to Transfer of De Facto Control of Sirius XM Radio Inc., IBFS File Nos.
SES-STA-20120320-00280, -00281, and -00282; SAT-STA-20120320-00054, -00055, -00056; Experimental
License File Nos. 0007-EX-TC-2012, 0008-EX-TC-2012, 0009-EX-TC-2012 (filed Mar. 20, 2012). The
Commission dismissed the applications in letters dated May 4, 2012 and May 10, 2012. Letter from Roderick
Porter, Deputy Chief, International Bureau and Julius Knapp, Chief Engineer, Office of Engineering and
Technology, to Robert L. Hoegle, Counsel for Liberty Media (May 4, 2012); Notice of Dismissal, Wireless
Telecommunications Bureau, Reference Nos. 5370148, 5370149 (May 10, 2012). Liberty Media sought
reconsideration of these actions, but withdrew that request contemporaneously with the filing of the Application.
Liberty Media Corporation, Petition for Reconsideration of Dismissal of Applications for Consent to Transfer of De
Facto
Control, IBFS File Nos. SES-STA-20120320-00280, -00281, and -00282; SAT-STA-20120320-00054, -
00055, -00056; Experimental License File Nos. 0007-EX-TC-2012, 0008-EX-TC-2012, 0009-EX-TC-2012 (filed
May 30, 2012).

and its subsidiaries hold space station, satellite earth station, wireless and experimental licenses with the
Commission.

II.

THE PARTIES

A.

The Transferor – Sirius XM Radio Inc.

Sirius, a publicly traded company organized under the laws of Delaware, provides music, sports,
talk and entertainment and news and information programming via two satellite radio systems – the Sirius
system and the XM system.3 Currently, Sirius owns and operates eight satellites, and holds earth station,
wireless and experimental licenses.4 As of June 30, 2012, Sirius had over 22 million subscribers.5

B.

The Transferee – Liberty Media Corporation

Liberty Media, a publicly traded company organized under the laws of Delaware, holds
ownership interests in a variety of businesses. Liberty Media’s consolidated, wholly owned subsidiaries
include Starz, LLC, which provides subscription video programming to U.S. multichannel video
programming distributors, including cable operators, satellite television providers and
telecommunications companies; the Atlanta National League Baseball Club, Inc., which owns and
operates the Atlanta Braves Major League Baseball franchise; and, TruePosition, Inc., which develops
and markets technology for locating wireless phones and wireless devices.6 Liberty Media announced
that it intends to effect a spinoff that will result in Starz, LLC being held as one publicly traded
corporation and the other businesses of Liberty Media being held as a separate, publicly traded
corporation.7 Dr. John C. Malone, Chairman of the Board of Liberty Media, beneficially owns shares
representing the power to direct approximately 39% of Liberty Media’s aggregate voting power.8

III.

THE TRANSACTION

Liberty Media proposes to acquire de jure control of Sirius. Liberty Media currently holds
12,500,000 Series B-1 Preferred Shares that if converted to common stock would represent approximately
40% of the total outstanding shares of Sirius (on an as-converted basis).9 Based on the preferred stock
and other common stock shareholdings at the time of filing, Liberty Media states that it owns the
equivalent of 47.3% of the total outstanding shares of Sirius stock on an as-converted basis.10 The
application states that Liberty Media purchased 60,350,000 shares of common stock in May 2012;
89,970,000 shares of common stock in July 2012; and 89,970,000 shares of common stock in August


3 Narrative at 8-9.
4 Id.
5 Sirius XM Radio Inc., Current Report (Form 8-K), at Ex. 99.1 (Aug. 7, 2012).
6 Narrative at 5-6.
7 Id. at 5, n.5.
8 See Narrative, Exhibit A.
9 Narrative at 2.
10 Narrative at 2. Liberty Media’s preferred shares are convertible to common stock.
2

2012.11 Liberty Media states that it plans to acquire 41,087,753 shares under a forward purchase contract
with a planned settlement date of October 14, 2012 at which time Liberty Media will own 48% of the
total outstanding voting shares of Sirius (on an as converted basis).12 Liberty Media states that within 60
days of Commission consent to transfer of control it will have purchased sufficient additional shares of
Sirius’ common stock and will convert its Preferred Shares so that it will own more than 50% of the
outstanding shares of common stock of Sirius.13

IV.

SECTION 310(D) APPLICATIONS:

The Application consists of seven FCC Form 312 applications, two Form 603 applications and
two Form 703 applications seeking consent for the transfer of the following:
Part 25- Satellite Space Station and Earth Station Applications

Space Stations:

File No.

Licensee:

Call Signs:

SAT-T/C-20120817-00133
XM Radio LLC
S2118 et al.
SAT-T/C-20120817-00134
Sirius XM Radio Inc.
S2710
SAT-T/C-20120817-00135
Satellite CD Radio LLC
S2105
SAT-T/C-20120817-00136
Satellite CD Radio LLC
S2812

Earth Station:

File No.

Licensee:

Call Signs:

SES-T/C-20120821-00776
XM Radio LLC
E000158 et al.
SES-T/C-20120821-00777
Sirius XM Radio Inc.
E110172
SES-T/C-20120821-00792
Sirius XM Radio Inc.
E040363 et al.
Part 1 - Wireless License Applications

Wireless Licenses:

File No.

Licensee:

Call Signs:

0005353974
Sirius XM Radio Inc.
WQPD459
WQKI298


11 Narrative at 2.
12 Narrative at 2-3. On September 17, 2012, Liberty Media filed a letter with the Commission stating that it had
converted 6,250,100 shares of its total 12,500,000 Series B-1 Preferred Shares to common shares. Liberty Media
now owns 1,863,203,483 common shares of Sirius, representing approximately 32% of the outstanding common
stock of Sirius, and 6,250,100 Series B-1 Preferred Shares. Letter from Robert L. Hoegle, Counsel for Liberty
Media, to Mindel De La Torre, Chief, International Bureau (filed Sept. 17, 2012). Despite these substantial share
holdings, no evidence has been presented to suggest that Liberty has exercised de facto control over Sirius and we
find no basis in the record to infer any such action.
13 Narrative at 5. Liberty Media states that it will not convert its Preferred Shares to own more than 50% of the
outstanding common stock of Sirius until the Commission grants the application. Id.
3

0005353880
XM Radio LLC
WQJP534
Part 5 – Experimental License Applications

Experimental Licenses:

File No.

Licensee:

Call Signs:

0019-EX-TU-2012
XM Radio LLC
WB2XCA
0020-EX-TU-2012
Sirius XM Radio Inc.
WE2XSS

V.

WAIVER REQUEST FOR SIGNATURE REQUIREMENT

Liberty Media requests, pursuant to Sections 1.3 and 1.925 of the Commission’s rules,14 a waiver
of Sections 1.917, 5.57 and 25.112(a) of the Commission’s rules, which require transferor and/or licensee
signatures on application forms.15 In an Exhibit attached to the application, Sirius stated that it intends “to
cooperate fully with the FCC in its evaluation of Liberty Media’s applications. Sirius XM has not signed
the licensee and transferor portions of the applications because it is not in possession of all the facts
required to make the certifications.”16 In response to a September 24, 2012 letter from the Commission,17
Sirius confirmed the accuracy of the facts in the Liberty Media application which are uniquely in its
ability to certify.18 Under the circumstances and given that a certification is given to the best of a
licensee’s knowledge and belief, little additional probative value would be added by Sirius’s signature
and we therefore grant Liberty’s request for waiver.

VI.

PROCEDURAL MATTERS

This proceeding shall be treated as a “permit-but-disclose” proceeding in accordance with the
Commission’s ex parte rules.19 Persons making ex parte presentations must file a copy of any written
presentation or a memorandum summarizing any oral presentation within two business days after the
presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral
ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all


14 47 C.F.R. §§ 1.3, 1.925.
15 47 C.F.R. §§ 1.917, 5.57, 25.112(a). Liberty Media’s Request for Waiver of Transferor/Licensee Signature
Requirements for Applications for Consent to Transfer of De Jure Control, IBFS File Nos. SAT-T/C-20120817-
00133, -00134, -00135, -00136, SES-T/C-20120821-00776, -00777, -00792; ULS File Nos. 0005353974,
0005353880 and Experimental License File Nos. 0019-EX-TU-2012, 0020-EX-TU-2012 (filed Aug. 16, 2012)
(“Waiver Request”).
16 Waiver Request, Exhibit 1.
17 Letter from Robert G. Nelson, Chief, Satellite Division, International Bureau, to Jennifer Hindin, Counsel for
Sirius XM (Sept. 24, 2012).
18 Letter from Jennifer D. Hindin, Counsel for Sirius XM to Robert G. Nelson, Chief, Satellite Division,
International Bureau (Sept. 27, 2012).
19 47 C.F.R. §§ 1.1200 et seq.
4

persons attending or otherwise participating in the meeting at which the ex parte presentation was made,
and (2) summarize all data presented and arguments made during the presentation. If the presentation
consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s
written comments, memoranda or other filings in the proceeding, the presenter may provide citations to
such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant
page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them
in the memorandum. Documents shown or given to Commission staff during ex parte meetings are
deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b). In
proceedings governed by rule 1.49(f) or for which the Commission has made available a method of
electronic filing, written ex parte presentations and memoranda summarizing oral ex parte presentations,
and all attachments thereto, must be filed through the electronic comment filing system available for that
proceeding, and must be filed in their native format (e.g., .doc, .xml, .ppt, searchable .pdf). Participants in
this proceeding should familiarize themselves with the Commission’s ex parte rules.
The Applications have been found, upon initial review, to be acceptable for filing. The
Commission reserves the right to return any application if, upon further examination, it is determined to
be defective or not in conformance with the Commission’s rules or policies. Final action on the
Applications will not be taken earlier than thirty-one (31) days following the date of this Public Notice.20
Interested parties must file petitions to deny or comments no later than

November 1, 2012

.
Responses or oppositions to comments and petitions must be filed no later than

November 13, 2012

.
Replies to such pleadings must be filed no later than

November 20, 2012

. All filings concerning matters
referenced in this Public Notice should refer to

DA 12-1569, IB Docket No. 12-282,

as well as the
specific file numbers of the individual applications or other matters to which the filings pertain.
To allow the Commission to consider fully all substantive issues regarding the Applications in as
timely and efficient a manner as possible, petitioners and commenters should raise all issues in their initial
filings. New issues may not be raised in responses or replies.21 A party or interested person seeking to
raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it
to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new
issues based on new facts or newly discovered facts should be filed within 15 days after such facts are
discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the
Commission.22
Under the Commission’s procedures for the submission of filings and other documents,23
submissions in this matter may be filed electronically (i.e., though ECFS) or by hand delivery to the
Commission’s Massachusetts Avenue location.


20 See 47 U.S.C. § 309(b).
21 See 47 C.F.R. §1.45(c).
22 See Id.
23 See Implementation of Interim Electronic Filing Procedures for Certain Commission Filings, Order, 16 FCC Rcd
21483 (2001); see also FCC Announces a New Filing Location for Paper Documents and a New Fax Number for
General Correspondence
, Public Notice, DA 01-2919, 16 FCC Rcd 22165 (2001); Reminder: Filing Locations for
Paper Documents and Instructions for Mailing Electronic Media
, Public Notice, DA 03-2730, 18 FCC Rcd 16705
(2003).
5

·
Electronic Filers:24 Comments may be filed electronically using the Internet by accessing the
ECFS: http://www.fcc.gov/cgb/ecfs/. In completing the transmittal screen, filers should include
their full name, U.S. Postal Service mailing address, and the applicable docket number. Parties
also may submit an electronic comment by Internet e-mail. To get filing instructions, filers
should send an e-mail to ecfs@fcc.gov, and include the following words in the body of the
message, “get form.” A sample form and directions will be sent in response.
·
Paper Filers: Parties who choose to file by paper must file an original and four copies of each
filing.
Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first-
class or overnight U.S. Postal Service mail (although we continue to experience delays in
receiving U.S. Postal Service mail). All filings must be addressed to the Commission's Secretary,
Office of the Secretary, Federal Communications Commission.
The Commission's contractor will receive hand-delivered or messenger-delivered paper filings for
the Commission's Secretary at 236 Massachusetts Avenue, N.E., Suite 110, Washington, D.C.
20002. The filing hours at this location are 8:00 a.m. to 7:00 p.m. All hand deliveries must be
held together with rubber bands or fasteners. Any envelopes must be disposed of before entering
the building.
Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must
be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743.
U.S. Postal Service first-class, Express, and Priority mail should be addressed to 445 12th Street,
S.W., Washington, D.C. 20554.
One copy of each pleading must be delivered electronically, by e-mail or facsimile, or if delivered
as paper copy, by hand or messenger delivery, by commercial overnight courier, or by first-class or
overnight U.S. Postal Service mail (according to the procedures set forth above for paper filings), to the
Commission's duplicating contractor, Best Copy and Printing, Inc., at fcc@bcpiweb.com or (202) 488-
5563 (facsimile).
Additionally, filers may deliver courtesy copies by email or facsimile to the following
Commission staff:
(1) Lynne Montgomery, Satellite Division, International Bureau, at Lynne.Montgomery@fcc.gov or
(202) 418-0748 (facsimile);
(2) Marilyn Simon, Satellite Division, International Bureau, at Marilyn.Simon@fcc.gov or (202)
418-0748 (facsimile);
(3) Jim Bird, Office of General Counsel, at Jim.Bird@fcc.gov or (202) 418-2822 (facsimile);
(4) Neil Dellar, Transaction Team, Office of General Counsel, at Neil.Dellar@fcc.gov or (202) 418-
1234 (facsimile);


24 See Electronic Filing of Documents in Rulemaking Proceedings, GC Docket No. 97-113, Report and Order, 13
FCC Rcd 11322 (1998).
6

(5) Jeff Tobias, Mobility Division, Wireless Telecommunications Bureau, Jeff.Tobias@fcc.gov or
(202) 418-1617
(6) Marcia Glauberman, Industry Analysis Division, Media Bureau, Marcia.Glauberman@fcc.gov
or (202) 418-7046.
Copies of the Applications and any subsequently-filed documents in this matter may be obtained
from Best Copy and Printing, Inc., in person at 445 12th Street, S.W., Room CY-B402, Washington, D.C.
20554, via telephone at (202) 488-5300, via facsimile at (202) 488-5563, or via e-mail at
fcc@bcpiweb.com. The Applications and any associated documents are also available for public
inspection and copying during normal reference room hours at the following Commission office: FCC
Reference Information Center, 445 12th Street, S.W., Room CY-A257, Washington, D.C. 20554. The
Applications also are available electronically through the Commission’s ECFS, which may be accessed
on the Commission’s Internet website at http://www.fcc.gov.
People with Disabilities: To request this Public Notice in accessible formats (computer diskette,
large print, audio recording, and Braille) send an email to fcc504@fcc.gov or call the Consumer &
Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty).
For further information, contact Lynne Montgomery, Satellite Division, International Bureau, at
202-418-2229.
7

[-FCC-]
8

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