Sirius XM Holdings Inc is an American broadcasting corporation headquartered in Midtown Manhattan, New York City, that provides satellite radio and online radio services operating in the United States. The company was formed by the 2008 merger of Sirius Satellite Radio and XM Satellite Radio, merging them into SiriusXM Radio. The company also has a 70% equity interest in SiriusXM Canada, an affiliate company that provides Sirius and XM service in Canada. On May 21, 2013, SiriusXM Holdings, Inc. was incorporated, and in January 2020, SiriusXM reorganized their corporate structure, which made Sirius XM Radio Inc. a direct, wholly owned subsidiary of SiriusXM Holdings, Inc.
The U.S. Federal Communications Commission (FCC) approved the merger of XM Satellite Radio Holdings Inc. and Sirius Satellite Radio, Inc. on July 29, 2008, 17 months after the companies first proposed it. The merger created a company with 18.5 million subscribers, and the deal was valued at billion (equivalent to $billion in ), not including debt. The proposed merger was opposed by those who felt it would create a monopoly. Sirius and XM argued that a merger was the only way that satellite radio could survive.
In September 2018, the company agreed to purchase the streaming music service Pandora, and this transaction was completed on February 1, 2019. , SiriusXM had approximately 34 million subscribers, and claims to be the largest audio entertainment company in North America.
SiriusXM Radio is a primary entry point for the Emergency Alert System.
Pre-merger Early days of Sirius
Sirius Satellite Radio was founded by Martine Rothblatt, who was the chairman. Co-founder David Margolese was chief executive officer and Robert Briskman was president and chief operating officer. In 1990, Rothblatt founded Satellite CD Radio in Washington, D.C. The company was the first to petition the FCC to assign unused frequencies for satellite radio broadcast, which "provoked a furor among owners of both large and small [terrestrial] radio stations". In April 1992, Rothblatt resigned as chairman and CEO to start a medical research foundation. Former NASA engineer Briskman, who designed the company's satellite technology, was then appointed chairman and CEO. Six months later, in November 1992, Rogers Wireless co-founder Margolese, who had provided financial backing for the venture, acquired control of the company and succeeded Briskman. Margolese renamed the company CD Radio, and spent the next five years lobbying the FCC to allow satellite radio to be deployed, and the following five years raising US$1.6 billion, which was used to build and launch three satellites into elliptical orbit from Kazakhstan in July 2000. In 1997, after Margolese had obtained regulatory clearance and "effectively created the industry", the FCC also awarded a license to XM Satellite Radio, which followed Sirius' example. In November 1999, marketing chief Ira Bahr convinced Margolese to again change the name of the company, this time to Sirius Satellite Radio, in order to avoid association with the soon-to-be-outdated CD technology. Having secured installation deals with automakers, including BMW, Chrysler and Ford, Sirius launched the initial phase of its service in four cities on February 14, 2002, expanding to the rest of the contiguous United States on July 1, 2002.
In November 2001, Margolese stepped down as CEO, remaining as chairman until November 2003, with Sirius issuing a statement thanking him "for his great vision, leadership and dedication in creating both Sirius and the satellite radio industry". Joe Clayton, former CEO of Global Crossing, followed as CEO from November 2001 until November 2004; stayed on as chairman until July 2008. Mel Karmazin, former president of Viacom, became CEO in November 2004 and remained in that position through the merger, until December 2012.
Early days of XM
The origin of XM Satellite Radio was a Petition for Rulemaking filed at the Federal Communications Commission (FCC) by regulatory attorney and Founder of Satellite CD Radio Martine Rothblatt, to establish frequencies and licensing rules for the world's first-ever Satellite Digital Audio Radio Service (SDARS). On May 18, 1990, Satellite CD Radio, Inc. (SCDR) filed a Petition for Rule Making in which it requested spectrum to offer Compact Disc quality digital audio radio service to be delivered by satellites and complementary radio transmitters. Following the Allocation NPRM, the FCC established a December 15, 1992, cut-off date for applications proposing satellite DARS to be considered in conjunction with CD Radio's application. One such application came from American Mobile Radio Corporation (AMRC), the predecessor company to XM Satellite Radio. XM Satellite Radio was founded by Lon Levin and Gary Parsons. It has its origins in the 1988 formation of the American Mobile Satellite Corporation (AMSC), a consortium of several organizations originally dedicated to satellite broadcasting of telephone, fax, and data signals. In 1992, AMSC established a unit called the American Mobile Radio Corporation, dedicated to developing a satellite-based digital radio service; this was spun off as XM Satellite Radio Holdings, Inc. in 1998. Its planned financing was complete by July 2000, at which point XM had raised billion (equivalent to $billion in ) and secured installation agreements with General Motors, Honda, and Toyota. Initially scheduled for September 12, 2001, XM's service start date was postponed due to the September 11, 2001, terrorist attacks on the World Trade Center and The Pentagon. XM Satellite Radio's first broadcast was on September 25, 2001, nearly four months before Sirius.
Gary Parsons was chairman of XM Satellite Radio from its inception through the merger, and resigned from the position in November 2009. Hugh Panero was XM's CEO from 1998 until July 2007, shortly after the merger with Sirius was proposed. Nate Davis was appointed interim CEO until the merger was completed, at which point Sirius CEO Mel Karmazin took over as CEO of the newly merged company, SiriusXM.
Merger
Announcement After three months of serious negotiations, the billion (equivalent to $billion in ) merger between Sirius and XM was officially announced on February 19, 2007. At the time, the nation's only two satellite radio providers reported nearly 14 million combined subscribers (with nearly 8 million belonging to XM), with neither having turned an annual profit. Sirius was valued at $5.2billion (equivalent to $billion in ), and XM at $3.75billion (equivalent to $billion in ). At the time, each service had been selling subscriptions for $12.95 monthly (equivalent to $ in ).
XM and Sirius executives felt the merger would lower programming costs by eliminating overlapping stations and duplicated marketing costs. According to their original operating licenses, the two companies were not allowed to ever own each other's license. In proceeding with the merger, Sirius CEO Mel Karmazin ignored this rule, gambling that the FCC would consider other audio entertainment to be competitors and allow the merger to proceed by waiving the rule.
Approval After a 57-week review process, the U.S. Justice Department approved the Sirius and XM merger on March 24, 2008, concluding that satellite radio competes with terrestrial radio, online streaming, and MP3 players and tablets. On July 25, 2008, the FCC approved the merger with a 3–2 vote, determining that it was not a monopoly because of competition on the Internet. The FCC stated that the merger "is in the public interest" and "will benefit consumers by making available to them a wider array of programming choices at various price points and by affording them greater choice and control over the programming to which they subscribe."
As conditions of the FCC's approval, the two companies agreed to allow third parties to make satellite radio devices; produce new radios that can receive both XM and Sirius channels within one year; allow consumers to choose which channels they would like to have; freeze subscription rates for three years; set aside 8% of the combined company's channels for noncommercial programmers; and pay $19.7 million in fines for past rule violations.
The biggest challenge for the newly unified company was selling more subscriptions with the drop in the number of cars sold annually in the U.S., the subsequent reduced demand for cars equipped with satellite radio, as well as online radio-streaming competition. Conditions of the merger included allowing any third-party company to make satellite radio devices; producing new radios that can receive both XM and Sirius channels within one year; allowing consumers to choose which channels they would like to have; freezing subscription rates for three years; setting aside 8% of its channels for noncommercial programmers; and paying million (equivalent to $million in ) in fines for past rule violations. Sirius and XM began merging their channels on November 12, 2008.
Each share of XM stock was replaced with 4.6 shares of Sirius stock. Each company's stockholders initially retained approximately 50% of the joined company. At the time of the merger, Sirius' top programming included channels for Howard Stern, and Martha Stewart; live NBA and NFL games; and live NASCAR and Indycar races. XM's programming included channels for Willie Nelson, Opie and Anthony, Snoop Dogg, and Oprah Winfrey; and live Major League Baseball games.
Opposition The National Association of Broadcasters was adamantly opposed to the merger, calling it a monopoly. Shortly after the Justice Department gave its support to the merger without restrictions, attorneys general from 11 states (Connecticut, Iowa, Maryland, Mississippi, Missouri, Nevada, Ohio, Oklahoma, Rhode Island, Utah, and Washington) urged the FCC to impose restrictions on the merger. Several Congressional Democrats also opposed the merger, calling it anticompetitive and criticizing the Bush administration for allowing it to go through.
Post-merger Resurgence and growth After coming close to filing for Chapter 11 bankruptcy protection, only months after the 2008 merger, and having gone so far as to hire lawyers to prepare a possible filing, SiriusXM was able to avoid declaring bankruptcy with the assistance of a US$530 million loan from Liberty Media, the media conglomerate founded by John C. Malone in February 2009. Mel Karmazin negotiated the deal in exchange for a 40% equity stake in SiriusXM.
In the fourth quarter of 2009, SiriusXM posted a profit for the first time, with a net income of US$14.2 million. This came after net losses of US$245.8 million in the year following the merger. The company's resurgence was owed in part to the loan from Liberty Media. Increased automobile sales in the U.S. were also a factor. SiriusXM ended 2009 with 18.8 million subscribers. By the end of 2012, SiriusXM's subscriber base had grown to 23.9 million, mostly due to an increase in partnerships with automakers and car dealers; a strong push in the used-car market; and continued improved car sales in the U.S. in general. The renewal of radio show host Howard Stern's contract through 2015 (US$400 million for five years, US$100 million less than Stern's previous five-year deal) was also a factor in the company's steady growth, as Stern's show attracted over 12 million listeners per week.
By 2017, SiriusXM penetrated approximately 75% in the new car market. Out of that 75%, approximately 40% of owners become subscribers. SiriusXM is now available in cars from every major car company, as well as in assorted trucks, boats and aircraft. The company offers trial subscriptions to new car owners and then offers customers a variety of subscription options. There are more than 100 million cars on the road with SiriusXM radios installed.