By Stephanie Bronfein

SiriusXM Satellite Radio

1221 Avenue of the Americas

New York, NY 10020

www.siriusxm.com

Social Media: Facebook, Twitter, Instagram, YouTube

History [2]:

SiriusXM Radio is one of the largest radio broadcast and subscription media companies in the United States that provides original content to 25.6 million subscribers. Their commercial-free programming covers a diverse range of music, sports, talk, entertainment, traffic and weather shows, with celebrity personalities such as Howard Stern, Oprah Winfrey, The Grateful Dead, Pearl Jam and Tiesto. While the most popular way that consumers experience SiriusXM Radio is through satellite radio in their cars, it is also available for the home or office and can be streamed through SiriusXM Radio’s website or through Apple and Android mobile applications.

Key Executives [3]:

All photos courtesy of SiriusXM Radio. For more information on the company’s executives click here.

Financial Standing:

With 36 million shares to its name, SiriusXM Radio’s stock value sits at $3.68, with a 52-week high of $4.18 and a 52-week low of $2.67 [4]. Since the third quarter of 2012, the recorded revenue has increased 11% to $962 million. The adjusted EBIDTA increased 21% to a new record of $296 million and free cash flow increased 26% to $245 million [5].

Liberty Media Takeover:

SiriusXM Radio shareholders finally spoke up this August about Liberty Media Corporation gaining control of over 50% of the company, which resulted in former Chief Executive Officer Mel Karmazin leaving the company, along with a string of other directors. In 2009, when SiriusXM Radio was considering filing for bankruptcy, John Malone of Liberty Media offered a $530 million investment to get the subscription satellite radio company back on its feet. This deal allotted 40% control over the company to Malone and included a three-year grace period where Malone could not acquire a controlling interest in SiriusXM Radio’s shares [6].

In light of this period’s expiration at the end of last year, SiriusXM Radio shareholders failed to find a loophole in the investment-agreement terms to prevent Malone from buying out the company, so he did just that. What’s more, Malone didn’t allow other shareholders to vote on the deal. This is the main contention that SiriusXM Radio shareholders have against Liberty Media. Shareholders even went as far as suing the SiriusXM Radio board of directors in Aug. 2012 for not creating a strong enough defense against the Liberty Media takeover in the original investment-agreement [7].

As of the end of August, SiriusXM Radio share value has increased more than 2,160% at $3.62 since the Liberty Media investment was made, where shares were valued at as low as $0.16 [7].

Liberty Media also holds controlling shares of the Atlanta Braves, Leisure Arts, Inc., MacNeil/Lehrer Productions and TruePosition, Inc [8].

SoundExchange Sues SiriusXM:

On Aug. 16th, SoundExchange filed a lawsuit against SiriusXM Radio for $50 to $100 million in damages, claiming that the radio provider underpaid artist royalties from 2007 to 2011 [12].

SoundExchange is an independent nonprofit organization that has been designated by the Copyright Royalty Board to collect digital performance royalties from statutory license users—such as SiriusXM Radio—for the purpose of distributing those royalties to the rightful copyright owners and artists. As the only Satellite Digital Audio Radio Service in the country, it has been decided by the Copyright Royalty Board that SiriusXM Radio should pay a federal statutory royalty rate to avoid penalty of copyright infringement for the public performance of sound recordings that they do not own (via transmitting them to their subscribers). This rate is applied to the gross revenue as defined by the Copyright Royalty Board, which was settled between 6-8% for the years of 2007 to 2012 [11].

At the root of the lawsuit, which is compromised of four different counts against SiriusXM Radio, is a claim that the gross revenue has been reduced without proper authorization from the Copyright Royalty Board, causing a multi-million dollar underpayment to SoundExchange [11]. Essentially, SiriusXM Radio has been cornered for their bad accounting.

From their reported gross revenue, SiriusXM Radio excluded revenue collected from pre-1972 sound recordings, incremental revenue on SiriusXM Radio’s premier subscription package and two additional subscription packages that include both music and talk programming [12]. On top of these three counts against SiriusXM Radio is a claim that they did not pay late fees to SoundExchange on time—in part due to the fact that they didn’t know that they apparently owed SoundExchange millions of dollars—and SoundExchange expects to collect interest on these late fees [13].

While copyright law does not protect pre-1972 sound recordings, the Copyright Royalty Board requires that those who publicly perform them must separately recognize the attributed revenue generated—if SiriusXM Radio chooses to exclude this revenue from the reported gross revenue to SoundExchange, the deduction must be precise and the methodology transparent. Since SiriusXM Radio does not distinguish the revenue made from different kinds of music programming, the percentage that they attribute to the pre-1972 sound recording revenue can only be defined as an assumption, and is therefore unlawful [11].

SiriusXM Radio excluded incremental revenue that was garnered from the pricing difference between its standard package and its premier package. While the subscription satellite radio service is allowed to exclude channels that don’t include music programming—and the premier package only gives consumers additional talk/news programming—the additional channels offered in the premiere package aren’t offered for a separate charge [12]. In plain, the premier package also includes all of the programming from the standard package, meaning that it unlawfully excludes publicly performed sound recordings from its reported gross revenues [11].

In the same vein, SiriusXM Radio excluded revenue from the Family Friendly and Mostly Music packages, which were originally offered from XM Radio before the merger and contain both music and talk programming. The publicly performed sound recordings in these packages are supposed to be covered by a statutory license. Once again, SiriusXM Radio did not spell out the method by which they separately recognize revenue garnered from music and talk channels in these packages, therefore making the reduction from gross revenue unauthorized by the Copyright Royalty Board [11]. Of all the exclusions, this one makes the least sense.

At the time that this post was published (Nov. 20th, 2013), SiriusXM Radio has declined to comment on the lawsuit and no progress has been made to the public in regards to securing a jury trial date.

New Programming:

David Bowie’s Limited-Run Station [14]:

From October 30th through November 12th, SiriusXM Radio ran a limited-time station revolving around David Bowie’s latest album, “The Next Day,” which premiered on November 5th. As a promotional effort for the album, the station revealed five songs from an expanded version of the album. Other programming included rare demos, covers and live performances of Bowie’s.

UK DJ Danny Howard Brings EDM radio show to BPM [15]:

Premiering December 5th on the BPM station, Danny Howard will join an elite group of European DJ’s to showcase what’s hot in the UK and European electronic dance music scene. With this weekly show, he hopes to break DJs and producers from his side of the pond that might not have gotten stateside exposure. Prior to accepting this stateside residency with SiriusXM Radio, Howard hosted a show on BBC Radio 1 titled, “Dance Anthems with Danny Howard.”

FOX Business returns to SiriusXM Radio [16]:

Originally dropped in 2008 after Sirius Satellite Radio merged with XM Satellite Radio, FOX Business reclaims its spot next to FOX News as another 21st Century Fox radio station. With their nationally regarded collection of personalities, the stations are sure to attract a wide audience with their discussion of news, politics and current affairs. The deal is set to last through 2019.

Sources:

1. SirusXM Logo

2. SiriusXM Corporate Overview

3. SiriusXM Key Executive Bios

4. SiriusXM Stock Quote

5. SiriusXM Third Quarter Financial Results

6. Bloomberg Article on SiriusXM Investor’s Being Shortchanged by the Liberty Media Takeover

7. Billboard Article on SiriusXM Shareholder’s Position on Liberty Media Takeover

8. Liberty Media Asset List

9. Liberty Media Logo

10. SoundExchange Logo

11. SoundExchange Sues SiriusXM Radio – Filed Complaint

12. Billboard Article – SoundExchange Sues SiriusXM Radio Over Royalty Calculations

13. Billboard Article – SoundExchange Seeks Up to $100 million from SiriusXM for Underpaying Artist Royalties

14. David Bowie’s Limited-Run Station

15. Danny Howard’s UK EDM Show

16. FOX Business Returns to SiriusXM Radio

17. 21st Century Fox Logo