John Malone is redoubling his efforts to take control of the board of Sirius XM Radio Inc (NASDAQ:SIRI). The veteran investor and Liberty Media Corp (NASDAQ:LMCA), (NASDAQ:LMCB) head needs to get approval from the Federal Communications Commission in order to complete the deal.
Liberty currently ownership converts to about a 40% share in Sirius but made an agreement not to take control of the company’s board of directors. That deal has now expired and Liberty is hunting after control of the company. A few days ago Sirius rejected a proposition from Liberty to take temporary control of the firm.
Ronald Barusch over at the Wall Street Journal has an interesting take on the campaign. He reckons that Liberty is trying to take control of Sirius for tax purposes. It goes like this: If Liberty were to sell its holding or give its shares directly to shareholders it would incur a large tax bite. There are ways for it to avoid that bite however.
Barusch writes that Liberty could spin all of its business off, excepting Sirius, into a new vehicle and then sell Sirius tax free in a stock for stock merger. That would allow Liberty to sell its position without incurring taxes.
In order to pull this off Malone would require the cooperation of the Sirius board in order to pull this off. That’s why he’s seeking to gain greater control of the firm. This is exactly the kind of transaction that Malone pulled off with DirecTV (NASDAQ:DTV) as Barusch points out.
Malone is known for this type of complicated financial transaction. He’s also very good at it. Warren Buffett and David Einhorn both own stock in Liberty Media. Seth Klarman’s Baupost group used to own a large stake of the company. Malone is a genius and Sirius had better watch out if they seek to maintain control.
Liberty wants to return value to its shareholders from the Sirus XM deal. This seems to be the most valuable way of doing that and Malone is known for getting what he wants. The company will continue to look for control of the board until it is able to reach the conclusion it wants.
The first obstacle remains the FCC. The petition made by Liberty will be accepted or denied and that will frame the future of Sirius. Investors in the company must be worried as this process continues. It’s a make or break moment for the company as its future hangs in the balance from the very top of firm’s corporate structure.