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[Satellite TODAY Insider 06-04-12] Satellite radio broadcaster SiriusXM is in talks with Liberty Media Corp. to explore possible transactions regarding its ownership stake in Sirius, according to documents filed June 1 with the Securities and Exchange Commission (SEC).

   While SiriusXM did not disclose the details of the negotiations, the company told the SEC that it was reviewing a petition Liberty filed in April with the U.S. Federal Communications Commission (FCC). The petition called for the FCC to reconsider a decision it made in May that denied regulatory permission for Liberty to take “de facto” control of Sirius XM with a 40 percent stake.
   Liberty’s investment in SiriusXM includes a $530 million load it issued to the broadcaster in 2009. Since then, Liberty raised its effective stake in SiriusXM to 46.2 percent and has told the SEC and FCC it intends to take over the satellite radio company by buying more shares. Liberty added its intention to nominate more people for election to the SiriusXM board to security a majority. Though Liberty currently has five representatives on SiriusXM’s 13-member board, its FCC petition includes a reference to replacing the entire SiriusXM board after acquiring sufficient shares of stock.
   According to the SEC filing, SiriusXM hadn’t yet received notice of Liberty’s plans. “An action to remove and replace the entire board would require the consent of a majority of the satellite radio company’s outstanding common stock,” the company said in the document. “A special meeting of our stockholders may be called prior to our next annual meeting by our secretary or any other officer if they are so directed by not less than two members of our board of directors or our chief executive officer.”
   Sirius XM CEO Mel Karmazin spoke about Liberty Media Corp. Majority Shareholder John Malone’s effort to take control of Sirius XM on an early May conference call. Though Karmazin requested approval from the FCC last month to take de facto control of Sirius XM after restrictions on its stake expired, he also denied the existence of any conflict between Sirius XM and Liberty Media.
   “I do not know what Liberty Media plans to do otherwise besides keep its options open,” Karmazin said.

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