FEBRUARY 17, 2009

Karmazin's Miscalculation
Decision to Hold Off on Refinancing Debt Left Sirius XM in Vulnerable 
Position

By SARAH MCBRIDE
Wall Street Journal

http://online.wsj.com/article/SB123482928641895443.html


Mel Karmazin has faced numerous struggles as the head of Sirius XM Radio 
Inc., but it was one badly timed move last year that ultimately left his 
company exposed.

Late Monday, it appeared that John Malone's Liberty Media Inc. was close 
to taking a large stake in Sirius XM, an investment that would delay for 
now the day of reckoning over the company's debt.

Sirius representatives declined to comment. The more than $3 billion 
Sirius has coming due over the years, and in particular the $175 million 
maturing Tuesday, has led to Sirius's vulnerability to investors looking 
to tap into Sirius's assets.

Last summer, after the long-awaited merger of Sirius with rival XM was 
finally completed, Mr. Karmazin needed to refinance more than $1 billion 
in debt that the combined company needed to pay off in 2009. But the 
65-year-old chairman decided to hold off. The refinancing terms 
available, he said during an interview in early September, were "ugly" 
and he was under "no pressure" to get it done immediately.

Chairman Mel Karmazin, here in New York in August, said Sirius XM faced 
'ugly' terms for refinancing its debt.

Not long after he made those remarks, credit markets froze, making 
refinancing even more challenging. As the economy faltered, so did 
Sirius XM's prospects. The company lacked the means to pay off a $300 
million bond that was coming due on Feb. 17, and had to resort to 
cutting deals one by one with investors, gradually taking the 
outstanding amount down to $175 million.

But the looming deadline provided an opportunity for Charles Ergen, who 
controls Dish Network Corp. and EchoStar Corp. Earlier this month, he 
stepped in and bought the bulk of the remaining $175 million of the 
bond, on top of some convertible notes maturing in December. He came in 
at the eleventh hour, striking a deal with a major hedge-fund bondholder 
at the start of the month, just as its lawyers and accountants were 
putting the final touches on an agreement with Sirius, a person familiar 
with the matter says. The idea was to use the debt to force Sirius into 
an agreement with Mr. Ergen.

But rival Liberty Media didn't want to give Mr. Ergen the upper hand, 
and it too entered talks with Sirius. On Monday Sirius was still 
debating its options, but appeared to be near a deal with Mr. Malone's 
Liberty Media. An offer from Liberty would allow Sirius to escape a 
bankruptcy filing now, but it might still face a liquidity crunch later 
in the year.

Mr. Karmazin's financial miscalculation is an odd coda to a career in 
which he often displayed acute timing. When he was running Infinity 
Broadcasting, he took the company public in 1986, private in 1988 and 
public again in 1992, amassing a fortune in the process. When 
Westinghouse, now known as CBS, bought Infinity in 1996 for $3.9 
billion, Mr. Karmazin, who held seven million Infinity shares, became 
Westinghouse's largest individual stockholder.

As part of the deal with Westinghouse, Mr. Karmazin stayed on as head of 
the combined company's radio and outdoor assets. By the time Viacom Inc. 
bought CBS in 2000, Mr. Karmazin had ousted the man who hired him, CBS 
Chief Executive Michael Jordan, and was running the whole company. In 
2001, he became president of Viacom.

But Mr. Karmazin repeatedly clashed with Viacom's chief, Sumner 
Redstone, and he quit in 2004.

That same year, Mr. Karmazin said he was joining Sirius Satellite Radio, 
where he also became a major shareholder. At the time, the company was a 
scrappy No. 2 behind XM Satellite Radio Holdings Inc. But Sirius had 
just signed a deal to bring in radio heavyweight Howard Stern, who had 
been one of Mr. Karmazin's protégés when he ran Infinity. The executive 
believed that Mr. Stern would have the star power that could turn Sirius 
around.

When Mr. Karmazin joined, the company's revenue was $66.9 million, and 
it had 662,000 subscribers, far behind XM's 2.5 million. A year later, 
Mr. Karmazin had boosted revenue to $242 million and subscribers to 3.3 
million. He made bold programming moves, such as luring Nascar away from 
XM. And he personally invested in the company, spending some $21.5 
million of his own money buying stock over time, on top of stock that 
came as part of his compensation.

But growth didn't come fast enough at either satellite-radio company to 
satisfy investors. Many favored a merger, a deal that would face severe 
regulatory scrutiny.

Nevertheless, the companies announced their tie-up in 2007. It took 
regulators 17 months to approve the deal, during which time both 
companies' stocks languished and subscriber growth slowed. When the deal 
closed last July, Sirius stock was trading at $1.58. It closed Friday at 
10 cents.

Now, Mr. Karmazin's prospects seem bleaker than ever. The recession in 
general and poor car sales in particular have stunted Sirius's 
subscriber growth and crippled its plans for expansion. If Sirius avoids 
filing for bankruptcy, Mr. Karmazin could once again be facing a future 
of working for a new boss, a scenario that hasn't worked well for him in 
the past.

-- 
================================
George Antunes, Political Science Dept
University of Houston; Houston, TX 77204 
Voice: 713-743-3923  Fax: 713-743-3927
Mail: antunes at uh dot edu

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