Too many parties have too much to lose to let this one go through without a fight, TheStreet.com's Jim Cramer says.

No, it is not over. If there is one thing we have learned about Sirius (NASDAQ: SIRI) (Cramer's Take)-XM (NASDAQ: XMSR) (Cramer's Take), it is that at every step of the way, people have to try to block it or at least hold it up to the point that someone goes out of business. This is a deal, now much longer in passing than Exxon and Mobil, that still has congressional meddling even right now, still has rearguard activists who might fight the merger on the commission itself even though the FCC's staff has said yes.

Lots of people are confusing the issue of the merger benefits with the merger itself. The benefits will be helpful down the road on both the revenue and the costs, and the caps won't mean that much. What matters, plain and simple, is refinancing. Both companies are always in danger of running out of money.

However, if you know that three years hence -- after the frozen period during which service fees cannot be increased -- the two companies can begin to offer extreme cable pricing, you can go hat in hand to the Street with a good bond deal that people will no longer feel could default.

After months of being "almost" approved, it looks like the FCC may give the merger of Sirius (NASDAQ: SIRI) and XM Satellite (NASDAQ: XMSR) its green light. According to The Wall Street Journal, "The staff of the Federal Communications Commission has proposed that the agency approve the merger."

The two companies may have to negotiate with the agency on pricing before a final approval is issued. The FCC may put caps on what the newly formed company can charge consumers for the service and satellite receivers may be part of that process.

The real question is whether the approval will come too late to save the companies. Because they operate on different technology platforms, it could take over a year for the merger to gain real cost savings. Worse, each company has over $1 billion in debt. Neither has ever made an operating profit.

Satellite radio is also up against new competition for HD radio and portable media players and multimedia cell handsets. Many of the satellite radios are sold in new cars, but auto sales are down sharply.

Getting an "OK" may be better than the months of waiting had been, but the firms may already be in too much trouble for it to matter. .

Douglas A. McIntyre is an editor at 247wallst.com.

Kevin Martin, the chairman of the FCC, has made it his business to try to cut the costs that customers are charged when they cancel their service before the end of a contract. According to The New York Times, "Mr. Martin's plan would require that fees be related to the actual cost of the phones. A fee for a $50 phone would be higher than for a $5 phone." It would also take into account how many months a customer had left on a contract.

The cellular companies, including Sprint (NYSE: S), spend a lot of money on their poor customer service. They ought to have a chance to get some of that back when a customer walks. It probably also costs the firms money to reconnect all of those dropped calls.

The cellular companies do have initial costs to set-up service and billing when a new customer comes on board. The Martin plan does not appear to take that into account.

Just because the service is no good does not mean that the cellular provider is not out a lot of money to provide it.

Douglas A. McIntyre is an editor at 247wallst.com

TheStreet.com's Jim Cramer says the longer Sirius and XM Satellite have to wait for the FCC to rule, the worse things get for these stocks.

Worried.

Worried about the Sirius (NASDAQ: SIRI) (Cramer's Take) -XM Satellite (NASDAQ: XMSR) (Cramer's Take) deal.

This is a deal that should have happened when the Justice Department gave the nod to it. That non-political judgment should have been enough to make it work. But it's been stalled on the FCC's desk since then, and the comments I have heard are incredibly contradictory about when it might be approved, and if it will be approved at all.

FCC chairman Kevin Martin first indicated to people that he didn't even know if the deal would come up any time soon. Then yesterday he said it might come up this month, and they are working hard on it.

What's to work on?

Monday, June 9

• The Pediatric Ethics Subcommittee of the Pediatric Advisory Committee will meet at 8:30 am to discuss the application of 21 CFR 50.52 (Clinical investigations involving greater than minimal risk but presenting the prospect of direct benefit to individual subjects) to FDA-regulated research. The discussion will be illustrated with hypothetical case examples of research involving HIV vaccines in adolescents and controlled trials of inhaled corticosteroids in children with asthma.
• Texas Instruments (NYSE: TXN) to give mid-quarter update at 5:00 pm.

Tuesday, June 10

• The Pediatric Ethics Subcommittee will meet at 8:00 am to discuss the application of 21 CFR 50.52 to FDA-regulated research illustrated with a hypothetical case example of research using stem cells for treating periventricular white matter injury in children.
• Cisco Systems (NASDAQ: CSCO) to hold conference call at 11:00 am to discuss business video innovation.
• Varian Medical Systems (NYSE: VAR) to hold mid-year review meeting at 12:00 pm.

The satellite radio business could be in such sad shape that a merger between Sirius (NASDAQ: SIRI) and XM Satellite (NASDAQ: XMSR) may not do either much good. Neither has ever made a net profit. Their subscription growth rates are slowing. And, each has well over $1 billion in long-term debt.

Goldman Sachs recently said the combined company might need to raise $500 million to $1 billion to fund operations.

The editors at The Wall Street Journal figured this all out, perhaps a bit later than most. According to the paper, "The nation's only two satellite services are growing slower than previously while the broader economy is in a slowdown. Fewer people have been buying new cars, which is where the companies derive the bulk of new subscribers."

While the data may be obvious, the conclusions may not be. Companies with over $1 billion in debt and huge operating losses often do not make it, at least not in their current form. If the FCC does not approve the deal or puts a number of restrictions on it, one or both of the companies may have to seek the protection of Chapter 11. Huge debt service against no profits can do that.

Douglas A. McIntyre is an editor at 247wallst.com and author of the Ten Stocks Under $10 letter.

Consumer electronics retailer Best Buy, Inc. (NYSE: BBY) didn't really like the FCC's idea that it label all analog TV sets with a warning label -- something I posted on a month ago. In fact, the retailer is now challenging the FCC's authority to require retailers to slap those "Warning: Analog TV" stickers on those retail shelf boxes.

The FCC seems to believe it will be Y2K all over again when the analog television frequencies are vacated next February for all those who receive TV signals via antenna. Standard issue for the federal government, I suppose. Best Buy not only doesn't want to have even more labels and customer communication littering up its stores, but it argues that the fines levied by the FCC for the non-use of these stickers are invalid as well.

Best Buy was fined $280,000 and Wal-Mart Stores, Inc. (NYSE: WMT) was fined $992,000 for failing to include these analog TV stickers on the appropriate products. Wal-Mart had not decided what its plans were yet, but my guess if that it will unite with Best Buy to present a huge challenge to the FCC's authority. Best Buy's biggest argument was that retailers are not commission licensees by the FCC --- so how can the FCC impose fines? There are quite a few more arguments being made by Best Buy that should hold up in a court of law easily if it gets to that.

One would think that the recent FCC auctions of the about-to-be-abandoned analog TV airwaves would give enough cash back to the FCC's coffers than stupid fines like this. Apparently not.

Monday, May 12

• Sprint Nextel Corp. (NYSE: S) to report Q1 earnings; conference call at 8:00am.
• W.W. Grainger, Inc. (NYSE: GWW) to hold sales conference call at 8:00am.
• XM Satellite Radio Holdings, Inc. (NASDAQ: XMSR) and Sirius Satellite Radio, Inc. (NASDAQ: SIRI) to report quarterly earnings; the conference call is at 10:00am for XM and at 4:30pm for Sirius.

Tuesday, May 13

• Wal-Mart Stores, Inc. (NYSE: WMT) to report Q1 earnings; conference call at 7:30am.
• Toll Brothers, Inc. (NYSE: TOL) to report preliminary Q2 results and outlook at 2pm.
• Applied Materials, Inc. (NASDAQ: AMAT) to report Q2 earnings; conference call at 4:30pm.

Wednesday, May 14

• FCC Open Commission Meeting at 9:30am.
• SEC Open Commission Meeting at 10:00am.
• Macy's, Inc. (NYSE: M) to report Q1 earnings; conference call at 10:30am.
• Agilent Technologies, Inc. (NYSE: A) to report Q2 earnings; conference call at 4:30pm.

Rupert Murdoch is facing off against the Federal Communications Commission (FCC) as he seeks to take control of two TV stations and three newspapers in New York -- including Newsday -- The New York Times reports. A December 2007 FCC rule allows a company to own just one paper and one television station in the same city in the top 20 markets so long as there are at least eight other independent sources of news and the station is not in the top four. (The stations that News Corp. (NYSE: NWS) controls are the fourth- and sixth-largest in the New York market).

Meanwhile, I am fascinated by the Wall Street Journal's [subscription required] coverage of the departure of its own managing editor, Marcus Brauchli, yesterday. The punch line was that everything is fine because Brauchli was simply doing what the boss wanted. Brauchli's new role? Providing "guidance to senior management in a wide range of areas," including whether Murdoch's Star-TV service in Asia should launch a business-news channel. Sounds like a good fit.

In contrast to the Journal's corporate press release on its page one, The New York Times reported that Brauchli was fired. It noted that a few weeks prior to his departure, Murdoch's henchmen indicated they were unhappy with the pace of change at the Journal. The Times wrote: "At some point, They told him, 'We don't think this is working,' and Brauchli replied that in that case, he should consider leaving."

Sears Holdings Corporation (NASDAQ: SHLD) shares are falling today after on news that the Federal Communications has fined the retailer for failing to properly label analog-only televisions in its stores. The televisions were supposed to include a sticker warning customers that the sets would require a special converter when broadcasters switch to digital TV next year. If you think this stock won't be rising too far in the coming months, then it could be a good time to look at a bearish hedged play on SHLD.

After hitting a one-year high of $195.18 last April, the stock hit a one-year low of $84.72 in January. This morning, SHLD opened at $102.95. So far today the stock has hit a low of $101.81 and a high of $104.03. As of 11:45, SHLD is trading at $103.74, down $1.42 (-1.3%). The chart for SHLD looks bullish and steady, while S&P gives the stock a negative 2 STARS (out of 5) sell rating.

For a bearish hedged play on this stock, I would consider a May bear-call credit spread above the $120 range. A bear-call credit spread is an options position that combines the purchase and sale of call options to hedge risk in case the stock doesn't do what you think but still leverage nice returns. For this particular trade, we will make a 9.9% return in five weeks as long as SHLD is below $120 at May expiration. Sears would have to rise by more than 16% before we would start to lose money. Learn more about this type of trade here.

SHLD hasn't been above $120 since November and has shown resistance around $110 recently. This trade could be risky if earnings from other retail companies are a positive surprise, but even if that happens, this position could be protected by resistance SHLD might find at its 200 day moving average, which is currently around $120 and falling.

Brent Archer is an options analyst and writer at Investors Observer.

DISCLOSURE: Mr. Archer owns and/or controls diversified portfolios of long and short stock and option positions that may include holdings in companies he writes about. At publication time, Brent neither owns nor controls positions in SHLD.

If you have a trip planned on United Air Lines, Inc. (NASDAQ: UAUA) over the next couple of days, you may want to call ahead and verify that your flight is still on schedule. According to news reports today, the airline is going to be performing comprehensive inspections of 52 of its 777 aircraft.

Air travelers have been dealing with delays for the past week as all the major airlines are working to get all their planes inspected and given the "all clear" by the FCC. Last week, we saw major cancellations and delays for travelers flying American Airlines (NYSE: AMR) and Delta (NYSE: DAL) as those two carriers were having scores of planes inspected for potential problems with their wiring bundles.

The United inspections are looking at the fire suppression system in the cargo bays. The company wants to make sure that this system is working correctly, and notified authorities when it discovered that one of the five bottles in the suppression system was skipped over during the last inspection of the system.

Sirius Satellite Radio Inc.'s (NASDAQ: SIRI) $5 billion acquisition of XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) was cleared by the U.S. Department of Justice. Now, all eyes turn to Federal Communications Commission to determine if satellite radio lives or dies.

The acquisition -- not a merger -- has been held up for eons by phony arguments that combining these two floundering companies would limit choice. Terrestrial radio and consumer groups have been lobbying hard against the deal, arguing that anything that benefits Howard Stern can't be good for America.

I can't see how the FCC can block a deal that the DOJ approved after examining the deal under and electron microscope. The medium won't survive if the companies stay separate. Even fans of satellite radio admit that it is a niche medium. Then again, so is cable TV.

For me satellite radio is a godsend, particularly on long road trips. I enjoy listening to Sirius while tapping out my blog posts. I particularly like the commercial-free music channels. Regular radio has annoyed music fans by piling on commercial after commercial between tiny slivers of music.

Satellite radio can avoid the fate of BetaMax by continuing to produce high-quality content that people want to buy. It's that simple and that complicated.

Freelance writer Jonathan Berr edits the blog Ketchup and Eggs.

The FCC says it is getting closer to announcing its opinion of the Sirius (NASDAQ:SIRI) merger with XM Satellite (NASDAQ:XMSR). That may not be good news. The commission may turn the deal down.

According to The Wall Street Journal, "FCC boss Kevin Martin said "he had asked his staff to draft a document incorporating a variety of possible outcomes for the merger proposal."

In the case of the merger, no news is bad news. Aside from the likelihood that a long review may be a result of the FCC and Justice Department building a case again the deal, over the last year the finances of both companies have gotten worse.

In the last quarter, the subscriber growth at XM and Sirius slowed. Both lost money and face tremendous debt service. Each company has more than $1 billion in long-term debt on its balance sheet.

If the merger gets killed, one of the companies may not make it. The balance sheet and P&L problems are just that tight.

Douglas A. McIntyre is an editor at 247wallst.com.

When the Federal Communications Commission releases the results from its $19 billion auction of new wireless spectrum, all eyes will looking for one name: Google Inc. (NASDAQ: GOOG).

The search giant is eager to expand into the mobile world. Odds are that the company won't outbid Verizon Wireless or AT&T Inc. (NYSE: T) for the "C" block of new spectrum that attracted a $4.74 billion bid. BusinessWeek has reported that Google probably withdrew from the bidding. But as The New York Times notes, Google scored a pretty significant victory already.

"While Google was not expected to post a winning bid, it has already achieved an important victory by influencing the auction rules," the paper said. "The commission forced the major telephone companies to open their wireless networks to a broader array of telephone equipment and Internet applications."

In other words, people can download whatever application they want to their mobile phones, which is exactly what Google wants to happen. Fortune recently noted that open standards are a central feature of Google's Android mobile platform. Speculation abounds about Google's interest in the mobile area, though the much anticipated Gphone has yet to materialize.

The FCC has an understanding with the broadband providers in the telecom and cable industries. All consumers and websites will have the same access to bandwidth. A site that takes up very little in terms of data transferred from an internet company is treated no better than YouTube, which uses a lot of bandwidth capacity.

The FCC is charging that Comcast (NASDAQ: CMCSA) has broken the net neutrality pact. According to The Wall Street Journal, "Comcast stands accused by software companies, public-interest groups and academics of degrading customers' ability to use file-sharing software, which enables users to send high-quality video files over the Internet."

While broadband subscribers and websites would all like to be treated as equals, they do not all use equal internet capacity. Video sites not only use more bandwidth, they can take capacity from other customers on the network. Cable and telecom companies do not have infinite access to push and pull bits though their systems. To improve that access they would have to spend billions of dollars to upgrade their cooper and fiber lines.

The time may come, and it may be soon, that the democracy of the internet goes away. Consumers and web properties who fill the "pipes" with content may well have to pay a higher toll.

Douglas A. McIntyre is an editor at 24wallst.com.