XMSR and Sirius Satellite (NASDAQ: SIRI) announced a merger of equals in February of 2007. XMSR shareholders will receive 4.6 SIRI shares for each XMSR share.
The FCC Chairman Kevin Martin recommended approval of the SIRI-XMSR merger. The FCC Commissioners could rule on the proposed merger soon.
XMSR July option implied volatility of 114 is above its 26-week average of 79 according to Track Data, suggesting larger price movement.
Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com
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.
Analysts surveyed by Thomson Financial expect Sirius Satellite Radio (NASDAQ: SIRI) and XM Satellite Radio Holdings (NASDAQ: XMSR) to report narrower losses for the first quarter. Both companies are scheduled to report Monday morning.
Sirius is expected to report a loss of 7 cents per share, compared to the same period in 2007 when it lost 10 cents per share, and the previous quarter when it lost 11 cents per share. The company has provided positive surprises in the past few quarters.
New York-based Sirius boasts 8.3 million subscribers and is the radio home of Howard Stern and Martha Stewart. In 2007 the company agreed to acquire rival XM Satellite Radio. In the past year, Sirius's revenues were $922 million. Its EPS growth forecast for the year is 19.47%, which is much better than its industry average. The consensus recommendation of analysts remains to buy Sirius.
The stock has fallen 3.87% in the past year and closed Friday at $2.73.
In a press release, the Justice Department said that "The likely evolution of technology played an important role in the Division's assessment of competitive effects in the longer term because, for example, consumers are likely to have access to new alternatives, including mobile broadband Internet devices, by the time the current long-term contracts between the parties and car manufacturers expire."
And that is exactly why I wouldn't touch either of these companies. The Justice Department is essentially saying that emerging technology will make satellite radio a small enough part of the industry that consumers won't be harmed by the 2 biggest players merging. Do you really want to own a money-losing entity that will be facing increased competition over the next few years because of new alternatives for consumers?
Here are highlights of some other earnings reports from Thursday:
Gap Inc. (NYSE: GPS) reported a 21% increase in its fourth-quarter profit year over year. The $265 million, or 35 cents per share, matched analysts' expectations. Revenue totaled $4.68 billion, down 5% from the previous year.
Kohls Corp. (NYSE: KSS) fourth-quarter profit fell about 15% year over year to $411.7 million, or $1.31 per share, just beating analysts' estimates. Sales rose less than 1% $5.49 billion, but same-store sales fell.
Novell Inc. (NASDAQ: NOVL) swung to a profit in its fiscal first quarter: $16.8 million, or 5 cents per share, matching expectations. Revenue rose to $230.9 million from $218.4 million a year ago.
This near-lifelong private equity buyout of Clear Channel Communications (NYSE: CCU) may finally be coming to an end. Today the Department of justice issued a statement after the close of the market. This merger is being cleared with some conditions. Assuming this closes at the stated price of $39.20, this would be indicative of a 32% merger-arb gain. Not bad at all for a near-$20 Billion private equity deal at a time when it seems like all super-deals in private equity are dead.
Bain Capital and Thomas H. Lee can acquire the radio conglomerate if it divests radio stations in Houston, Las Vegas, Cincinnati, and San Francisco. This will prevent higher advertising prices in those markets. The Antitrust Division of the DOJ filed a suit today blocking the deal, but it filed a proposed settlement that would resolve competitive concerns.
This does allow any person to submit written comments during a 60-day comment period. Just in the last couple weeks the merger-arb spread was indicating that this deal was looking at-risk.
Shares sold short in Sirius Satellite Radio (NASDAQ: SIRI) rose 23.5 million shares to 103 million between October 31 and November 15, according to data from Nasdaq.
Investors appear to be upping the bet that the Sirius merger with XM Satellite (NASDAQ: XMSR) will not go through due to objections from Congress and the FCC. The two companies need the merger to bring down redundant costs. Many in Washington argue that a government sanctioned monopoly in satellite radio will only lead to higher consumer prices.
The reason for short selling in Sirius, however, may be more complex than that. The company's subscriber base is not growing as fast as it once was. Sirius may not be able to do it alone without selling more stock or taking on more debt. Either one would be bad for common shareholders. In the September quarter, Sirius was still losing a lot of money -- $106 million on an operating basis against $227 million in revenue.
Sirius has total liabilities of over $2.2 billion and almost $1.3 billion of that is debt. Even if the company can grow at a rate it has not seen in a couple of years, paying that down is more than a challenge.
Douglas A. McIntyre is an editor at 247wallst.com.
Sirius Satellite Radio Inc. (NASDAQ: SIRI) and XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) surged yesterday after Citigroup analyst Eileen Furukawa estimated that the proposed multibillion-dollar merger has a greater than 60% chance to succeed. The analyst believes regulators have shifted in favor of the merger and that the market, currently giving the deal only a 24% chance of passing regulatory muster, is underestimating the chances and is too bearish. Furukawa has upped XM's price target to $19.50 from $15.
Still, if the merger goes through, Furukawa estimates it could produce up to $7.2 billion in cost savings and further, this estimate might be conservative as it does not include capex savings. In addition, the merged company could drive higher ad revenues and move away from the subscriber-based model into the ad-revenue one that seems to be where many believe the money is, especially as the early subscriber growth both companies experienced has cooled.
If the merger indeed succeeds and the cost savings are achieved, there may be a chance the combined company could rediscover the earlier growth it once witnessed. As Dana Cimilluca of the WSJ Deal Journal notes, this cost savings is bigger than XM's market cap of $4.67 billion, so no wonder both companies and their shareholders pushed the merger forward so passionately. They know what might happen if the merger doesn't go through.
One last comment on this. Contrary to Furukawa, Jonathan Jacoby of Banc of America Securities thinks that the stocks' recent prices actually imply that investors think there is an 85% chance of the merger succeeding. I'm not sure what could explain such a big difference in the two opinions, but I do know what mine has been all along and why I'm in trouble with many satellite fans. I do believe these to be too risky for their potential upside and I'm staying out.
Tuesday, SIRI shares closed up 3.77% to $3.5799 and XMSR shares up 6.87% to $15.24. Today, XM shares are cooling a bit, down over 1% to $15.08, while Sirius shares are continuing to climb, up more than 3% to $3.69 by midday.
Reuters has written that the progress in the Whole Foods (NASDAQ: WFMI) merger with Wild Oats (NASDAQ: OATS) may be a sign that other mergers being scrutinized by the US government may have an easier time of getting approval. Not likely.
The FTC has tried to block the Whole Foods deal because it may raised the amount that consumers have to pay for organic food. Of course, other food retailers offer these products, so the government's position was probably always a bit thin. The agency went to federal court to try to block the marriage, but was unsuccessful.
Now Reuters is floating the theory that the apparent success of the grocery store merger may make it easier for Sirius (NASDAQ: SIRI) to merge with rival satellite company XM (NASDAQ: XMSR).
The concept is full of holes. Sirius and XM are a de facto duopoly and, merged, would be a monopoly. Their ability to send satellite signals with radio content to receivers is not a business that any other company can enter. That is not really a bit like the Whole Foods situation.
The SIRI/XMSR merger is also a deal that faces opposition in Congress. Legislators want to know why they should countenance a business combination that not only lacks any competing technology but is also one that may use its position to raise rates over time.
The news about the Whole Foods merger may be good for it, but the deal has nothing to do with satellite radio.
For the June 2007 quarter, Sirius reported 561,000 net subscribers added, a 53% increase from last year's quarter. Sirius now has 7.1 million customers, adding 1.4 million net new adds in the past twelve months. Sirius still expects to hit the 8 million subscribers mark by year-end.
The majority of gross subscribers are now coming from the OEM market -- auto manufacturers. Seventy percent of subscriber growth came from the OEMs in the quarter. It appears the OEMs' desire to make satellite radio a standard feature in new releases continues as Chrysler announced that 70% of its new autos will have Sirius installed.
All told, the confusion around the Sirius and XM Satellite Radio Holdings Inc (NASDAQ: XMSR) merger makes a good entry point for an industry that is one of the higher growth businesses in the media industry. Also, it appears the political momentum is changing in favor of regulatory approval.
The satellite radio business is entering the seasonally weak period so a catalyst to drive this stock higher in the short term might be lacking, but the valuation is compelling and this is one of the few speculative stock plays that is on track to become a nice free cash flow generator.
Sirius reported a net loss of $134.1 million, or 9 cents per share, compared with $237.8 million, or 17 cents. Adjusted, Sirius lost 8 cents per share in the period (compared with 11 cents last year), beating analysts' estimates of a 10-cent loss. While revenue indeed rose substantially to $226.4 million from $150.1 million a year earlier, it was lower than the expected $228.3 million.
The mixed picture continues when looking at other key metrics. For example, cost for adding each subscriber fell to $108 from $131, but so did average monthly revenue per subscriber to $10.71 from $11.71. Also average monthly churn increased to 2.1% from 1.8%. Another good measure was the net subscriber additions for the quarter which totaled 561,493, taking Sirius to 7.14 million subscribers.
No news on the merger with XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) and Mel Karmazin, Sirius's CEO (and the intended CEO of the merged company if that ever happens) said that "Momentum for the pending merger with XM continues to build." Karmazin said, just like XM's outgoing CEO Hugh Panero said during the conference call last week , that the companies continue to receive support from customers, suppliers and others. Karmazin believes that with the recent a la carte offering "we continue to expect that the merger will be completed by year-end."
Guidance was also mixed, and while revenue and subscriber growth remained on target with $1 billion and over 8 million subscribers, subscriber acquisition costs were raised. All in all, solid but not much news here, definitely not industry changing. Sirius, down 13% this year, rose more than 3% in early trading.
XM Satellite (NASDAQ: XMSR) closed at $7.38.
Sirius is expected to report a loss of 7 cents per share, compared to the same period in 2007 when it lost 10 cents per share, and the previous quarter when it lost 11 cents per share. The company has provided 
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