Sirius, which competes with Pandora (P), Spotify, and terrestrial radio, has been locked in a battle with Liberty Media. John Malone's entertainment company owns nearly half of the radio firm, and wants to take eventual control.
Any eventual takeover or merger may go the way of a Reverse Morris Trust (RMT), says Barclays Capital analyst James Ratcliffe, who wrote a research report discussing the benefits of the pair trade. He rates Liberty Media shares "neutral," but lowered his price target to $98 from $104, reflecting lower public asset values.
A Reverse Morris Trust involves Liberty spinning out its stake in Sirius, having done so already with DirectTV (DTV) and Discovery Communications (DISCA), which would flood the market with Sirius shares. "We believe the most likely outcome is for Liberty to split off its stake in SIRI (along with the company's Sirius XM debt and a five-year trade or business, likely TruePosition or the Atlanta Braves baseball team) and merge that stake with SIRI, in a Reverse Morris Trust (RMT). This transaction would allow Liberty to, in effect, distribute the Sirius XM shares to Liberty shareholders in a tax-free manner," Ratcliffe wrote in his note.Before a RMT takes place, however, there are two things that would have to happen, the major one being Liberty buying more shares of Sirius. Liberty owns almost 46.2% of Sirius shares and would need to own more than 50% to make this plan happen. With Sirius being free-cash-flow positive now, there has been talk of Sirius doing a buyback, but that would help Liberty's position, and Sirius CEO Mel Karmazin is not inclined to do that. Ratcliffe estimates that it would take anywhere between $210 million and $340 million purchases of Sirius stock in the open market to get 50% of the company, while also contributing the additional assets to get the RMT approval from various government agencies. In its recent first-quarter earnings Sirius mentioned various ways of returning cash to shareholders, but there is no definite plan just yet. In early 2012, Sirius instituted the first price hike in the company's history.
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