FAQ: Serious challenges for Sirius-XM merger

Regulatory hurdles are huge for deal some worry could lead to a satellite radio monopoly. But the biggest impact would be on customers.

Executives at Sirius Satellite Radio and XM Satellite Radio seem to think they have a better chance at turning a profit as one giant company than as bare-knuckled competitors.

The companies, struggling to reach profitability, announced Monday that they agreed to an all-stock "merger of equals," with shareholders of each company owning 50 percent of the combined company. XM shareholders would receive 4.6 shares of Sirius for each of their XM shares, setting the value of XM at about $5 billion. Sirius Chief Executive Mel Karmazin and XM Chairman Gary Parsons would both retain their titles, but for the combined company.

But getting federal regulators to sign off on the merger won't be easy, and perhaps in an effort to make walking away from the deal easier, the companies have not said what the name of the combined entity would be or where it would be located. The companies expect the transaction to be completed by the end of this year. There are plenty of questions about how this will play out in the coming months:

Why do Sirius and XM want to merge?
Both companies have been losing money, with combined losses in 2005 of $1.5 billion. While they have yet to turn a profit, the companies have been engaged in a talent acquisition war to attract listeners. Sirius signed a five-year contract worth $500 million, plus bonuses, to broadcast a morning show with popular shock-jock radio personality Howard Stern in 2004. Not long after, XM signed an 11-year, $650 million contract to broadcast Major League Baseball. The company also has a three-year, $55 million deal with television talk show host Oprah Winfrey. By combining efforts, the companies hope to stem their losses and help the market grow.

How would a merger affect consumers?
It's too early to predict how the merger would affect prices for the service. Each company now charges just under $13 per month for its satellite radio service. Sirius and XM said that with the merger they could offer more programming and greater choice to consumers, including the ability to pick and choose channels and content on an "a la carte" basis. Some channels would likely be cut to reduce overlap. The companies also said they would "improve on products, such as real-time traffic and rear-seat video, and introduce new ones, such as advanced data services including enhanced traffic, weather and infotainment offerings."

Will their hardware work together?
Radio devices from Sirius and XM currently on the market do not receive signals from each other's services, so a combined company would have to develop a new radio, and consumers would have to upgrade. At first glance, it doesn't seem that existing hardware can be modified to receive a new signal.

XM radio spokesman Nathaniel Brown said it's too early in the process to provide engineering details, but "XM will fully support its current subscribers, who will not need to purchase new radios and will continue to receive the XM signal. We will work toward a radio that receives both signals."

Sirius CEO Karmazin said in a conference call on Tuesday that the combined company would "be able to speed the introduction of radios offering content from both our services today, something that has been commercially challenging as separate companies. Our radios will be smaller, lighter, simpler, and cooler than what each company has today."

In a joint statement announcing the deal on Monday, the companies said that the merger would allow them to develop and introduce "a wider range of lower-cost, easy-to-use and multifunctional devices through efficiencies in chipset and radio design and procurement." The companies also plan to work together on improving the scope and quality of the combined service. "Over time, we will work to combine our satellite and terrestrial transmission infrastructure to deliver the broadest range of content and the highest level of service quality," Karmazin said.

What regulatory hurdles does the deal face?

The U.S. Department of Justice and the Federal Communications Commission must grant approval, posing a significant challenge. Because Sirius and XM are the only two satellite radio providers operating in the country, their merger would effectively create a monopoly. Federal legislation bars both satellite radio licenses from being owned by the same company to guard against high prices and other negative effects on consumers. FCC Chairman Kevin Martin said in a statement that the hurdle for approval would be high. "The companies would need to demonstrate that consumers would clearly be better off with both more choice and affordable prices," Martin said. Given historic opposition to media consolidation by Democrats, who control Congress, the companies will have some hard lobbying to do.

The National Association of Broadcasters is asking regulators to bar the merger, noting that regulators rejected a similar merger proposal from the country's only two satellite television companies, DirecTV and DISH Network. Two years ago, the NAB opposed XM's proposed $198 million acquisition of WCS Wireless before the deal fell through.

How will the companies defend their merger?
The defense will likely hinge on the definition of "competition in the digital audio marketplace." In announcing their merger plans, Sirius and XM said they faced competition from free "over-the-air" AM and FM radio, as well as from iPods and mobile-phone streaming, HD radio, Internet radio and next-generation wireless technologies. Complicating the defense could be the lawsuit record labels have filed against XM alleging that devices that allow people to capture music from XM's broadcasts and turn them into MP3 files for storing and replaying, like the Pioneer Inno, infringe on copyright.

How big would the combined company be?
The combined value of the company would be about $13 billion, which includes net debt of about $1.6 billion. Combined 2006 revenue was about $1.5 billion based on analyst consensus estimates. There would be about 14 million subscribers of a combined company.

What are each company's strengths?
New York City-based Sirius saw its subscriber base rise by more than 80 percent over the last year to about 6 million. The company has more than 130 channels, with 69 commercial-free music channels and 65 channels of sports, news, talk, entertainment, traffic, weather and other data. The company is the official satellite radio partner of the NFL, Nascar, NBA and NHL. Sirius also offers an Internet radio service that broadcasts more than 75 channels online. Sirius radios are sold in more than 25,000 retail locations, for use in cars, homes, RVs and boats. The company has a market capitalization of about $5.5 billion.

Washington, D.C.-based XM has about 7.6 million subscribers and more than 170 channels and broadcasts live from studios in Toronto, Montreal, Washington, D.C., New York, Chicago and the Country Music Hall of Fame in Nashville. XM also has signed deals with automakers to have its radios preinstalled in 140 different vehicle models this year. The company's market capitalization is about $4.2 billion.

Will Howard Stern get richer?
It's too early to say whether the companies' contracts with celebrities will be renewed. But with only one satellite radio provider operating, future deals would likely be less lucrative for such personalities.

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