Sirius XM Holdings is an American broadcasting company that provides three satellite radio and online radio services operating in the United States: Sirius Satellite Radio, XM Satellite Radio, and Sirius XM Radio. The company also has a Canadian subsidiary called Sirius XM Canada, an affiliate company that provides Sirius and XM service in Canada. At the end of 2013, Sirius reorganized their corporate structure, which made Sirius XM Radio Inc. a direct, wholly owned subsidiary of Sirius XM Holdings, Inc. Sirius XM Radio was formed after the U.S. Federal Communications Commission (FCC) approved the acquisition of XM Satellite Radio Holding, Inc. by Sirius Satellite Radio, Inc. on July 29, 2008, 17 months after the companies first proposed the merger. The merger brought the combined companies a total of more than 18.5 million subscribers based on current subscriber numbers on the date of merging. The deal was valued at $3.3 billion, not including debt. Through Q2 2016, Sirius XM has 30.6 million subscribers.

The proposed merger was opposed by those who felt a merger would create a monopoly. Sirius and XM argued that a merger was the only way that satellite radio could survive.

Pre-merger

Early days of Sirius

Sirius Satellite Radio was founded by Martine Rothblatt, David Margolese and Robert Briskman. In 1990, Rothblatt founded Satellite CD Radio in Washington, DC. 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 $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 sold a license to XM Satellite Radio, which followed Sirius's 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 Chrysler, Ford and BMW, 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. Clayton 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 $1.26 billion 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 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 served as chairman of XM Satellite Radio from its inception through the merger, resigning from the position in November 2009. Hugh Panero served as 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, Sirius XM.

Merger

Announcement

After years of speculation (the New York Post first reported on a potential merger in January 2005), and three months of serious negotiations, the $13 billion 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 $5.2 billion, and XM at $3.75 billion. Each subscription was sold for $12.95 monthly. 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 Justice Department gave approval to 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 all the competition on the Internet. FCC chairman Kevin Martin stated, "The merger is in the public interest and will provide consumers with greater flexibility and choices." The biggest challenge for the newly unified company was selling more subscriptions with the drop in the number of cars sold annually in the US and 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 payment of $19.7 million 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. Each company's stockholders initially retained approximately 50% of the joined company.

At the time of the merger, Sirius's top programming included channels for Howard Stern, Martha Stewart and NPR; live NFL and NBA games; and live NASCAR races. XM's programming included channels for Opie with Jim Norton, Oprah Winfrey, Willie Nelson and Snoop Dogg; 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 only months after the 2008 merger, going so far as to hire lawyers to prepare a possible bankruptcy filing, Sirius XM was able to avoid declaring bankruptcy with the assistance of a $530 million loan from Liberty Media in February 2009, which Mel Karmazin negotiated in exchange for a 40% equity stake in Sirius XM.

In the fourth quarter of 2009, Sirius XM posted a profit for the first time, with a net income of $14.2 million. This came after net losses of $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 US was also a factor. Sirius XM ended 2009 with 18.8 million subscribers. By the end of 2012, Sirius XM'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 US in general. The renewal of radio show host Howard Stern's contract through 2015 ($400 million for five years, $100 million less than Stern's previous five-year deal) was also a factor in the company's steady growth; Stern's show attracts over 12 million listeners per week.

As of 2012, Sirius XM had a 60% penetration rate in the new car market. Out of that 60%, approximately 45% have become subscribers. The company has long-term deals with General Motors, Ford, Toyota, Kia, Bentley, BMW, Volkswagen, Nissan, Hyundai and Mitsubishi, along with assorted trucks, boats and recreational vehicles. As of August 2012, Sirius XM satellite radios were in 50 million cars. The company offers trial subscriptions to new car owners, and then tries to get them to purchase yearly subscriptions. By 2018, Sirius XM predicts over 100 million cars will have Sirius XM radios installed.

After trying for four years, on December 21, 2010, Sirius XM received approval from the FCC to add service in Alaska and Hawaii. Sirius XM announced on January 17, 2011 that it would place repeaters in those states and adjust three of its satellites to cover those areas. The move gave Sirius XM coverage in all 50 states.

On January 12, 2011, XM Satellite Radio, Inc. was dissolved as a separate entity and merged into Sirius XM Radio, Inc. On April 11, 2011, the Canadian Radio-television and Telecommunications Commission (CRTC) approved the merger of Sirius and XM's Canadian affiliates in Sirius XM Canada.

On April 11, 2013, a New York appeals court upheld a New York judge's ruling from April 2012, that Howard Stern was not entitled to stock bonuses based on Sirius XM exceeding subscriber target projections. The court ruled that subscribers to XM Satellite Radio from before the Sirius XM merger should not be counted as "Sirius subscribers" for the purposes of Stern's lawsuit. Stern argued the opposite, due to the fact that his popularity had played an integral role in helping Sirius acquire XM. He had been seeking $330 million in stock bonuses.

In April 2016, Sirius XM surpassed 30 million total subscribers.

Executives

Following the merger, Sirius CEO Mel Karmazin became CEO of the combined company, and XM chairman Gary Parsons retained his role. XM CEO and co-founder Hugh Panero stepped down in August 2007, shortly after the merger was first announced.

XM Satellite Radio executives who were not offered jobs in the new combined company were assured golden parachute severance packages that had been approved in 2007. Former CEO Nate Davis received a severance package worth $10 million. Erik Toppenberg, executive vice president of programming, received a severance package worth $5.34 million. CFO Joseph Euteneuer received a severance package worth $4.9 million. Vernon Irvin, chief marketing officer, received a severance package worth $4.5 million.

In November 2009, Parsons resigned as chairman of Sirius XM, receiving a payout of more than $9 million. He was succeeded by Eddy Hartenstein, former publisher and CEO of the Los Angeles Times. In December 2012, Mel Karmazin stepped down as Sirius XM CEO after Liberty Media gained control of 49.5% of the company. James E. Meyer was named interim CEO. On April 30, 2013, he was named permanent CEO. Also in April 2013, Liberty Media CEO Greg Maffei was named Sirius XM's chairman, succeeding Hartenstein.

Internet and mobile

Sirius XM radio content is available to stream online as an add-on to existing subscriptions, or as an Internet-only option. Internet and mobile services directly challenging Sirius XM include Pandora, Spotify and iHeartRadio.

In August 2011, SiriusXM announced that the company would start offering a personalized interactive online radio experience, similar to Pandora. The feature would allow listeners to replay, skip and ban songs on certain channels. MySXM debuted on April 15, 2013, allowing users to fine-tune over 50 existing Sirius XM channels. MySXM is available to all Sirius XM subscribers.

On June 17, 2009, Sirius XM released an application for use on Apple's iPhone and iPod Touch, allowing its subscribers to listen to its programming on those devices. The app did not feature all of the programming available to satellite listeners. On March 17, 2011, the app was also made available for the iPad. In 2012, the app was updated for iOS and Android, featuring additional content, and the ability to pause, rewind and fast-forward through audio streams.

On February 4, 2010, the Sirius XM BlackBerry application was announced, for use on BlackBerry smartphones (the Storm, Bold, Tour and Curve). As of April 2013, the app features over 150 channels.

On May 28, 2010, the Sirius XM application for Android smartphones was announced. As of April 2013, the app features over 130 channels.

As part of Howard Stern's new five-year contract with Sirius XM, which he signed on December 9, 2010, The Howard Stern Show, which hadn't previously been made available on mobile devices, would now be a part of Sirius XM's mobile app package.

On March 18, 2015 SiriusXM released a refreshed user interface of the application on Android and iOS.

Subscriptions

Following the merger, Sirius XM jettisoned the simplicity of previous monthly subscription models, and began offering numerous new options, including a la carte offerings, a family-friendly version and "mostly music" or "news, sports and talk" packages, ranging in price from $6.99 to $16.99 per month. As of April 2013, almost all music, talk and news programming is available on both Sirius, XM and SiriusXM Internet Radio services.

Prior to the merger, Sirius offered a lifetime subscription for a one-time fee, with the subscription being for the lifetime of the receiver, not the person. After the merger, due to changes in bundling policies, some customers who had purchased lifetime subscriptions had their service reduced or canceled, and were unable to obtain a refund.

Legal Settlement

On December 4, 2014, Sirius XM Holdings agreed to a $3.8 million USD settlement with 45 states and the District of Columbia, over a suit initiated by the Ohio Attorney General, stemming from the company's billing and service renewal practices. The suit alleged Sirius XM Holdings was engaged in "misleading, unfair and deceptive acts or practices in violation of state consumer protection laws," Ohio Attorney General Mike DeWine said.

Programming

From the outset, Sirius and XM each attracted celebrity personalities to host shows. Howard Stern, Jason Ellis, Bob Dylan, Tom Petty, Ron & Fez, Broadminded, Bam Margera, Tony Hawk, Martha Stewart, Opie and Anthony and Oprah Winfrey are among those who signed contracts with one of the two companies. Exclusive sports programming (The National Football League, Premier League, Canadian Football League and NASCAR on Sirius and Major League Baseball, National Basketball Association, National Hockey League, PGA Tour and Indy Racing League on XM) initially differentiated the networks from one another.

Internet

The internet player allows subscribers to customize most stations to their liking by adjusting settings like: familiar/hits or unfamiliar/depth, studio recordings or live performances and new/recent or old/classic material. These customized stations also allow listeners to play music without DJ interruptions. Paid subscribers can skip as many tracks as they like and also can replay songs.

Canadian counterparts

In Canada, Sirius Canada and XM Canada were partially owned by Sirius XM (20% and 23.3% respectively) in joint ventures with Canadian companies. After the US merger, the two Canadian ventures did not immediately agree to a similar merger, but instead remained in competition as distinct services. Complicating matters was that Sirius Canada has nearly 80% of the total satellite radio subscriber base in that country, and felt they deserved greater than a 50/50 split of the new company, whereas XM Canada felt that their deal with the NHL — a particularly lucrative prize in Canadian sports broadcasting — also warranted a significant amount of value in the new company.

On November 24, 2010, XM Radio Canada and Sirius Canada announced that they would merge their services. On April 12, 2011, the CRTC approved the companies' merger into Sirius XM Canada. John Bitove's Canadian Satellite Radio Holdings Inc., the licensee of XM Canada, gained a 30% share in the new company as its primary and controlling shareholder, while Slaight Communications and the Canadian Broadcasting Corporation, the current owners of Sirius Canada, each retained 20% ownership. Sirius XM's American parent company would hold 25%. The merger was completed on June 21, 2011.

Technical

Receivers

XM and Sirius use different compression and conditional access systems, making their receivers incompatible with each other's service. A condition of the merger was that Sirius XM would bring to the market satellite radios that can receive both XM and Sirius channels within one year. The interoperable radio, called the MiRGE, was made available beginning in March 2009. As of February 2016, Sirius XM offers radios for home, office, automotive, marine, and aviation use.

Satellites

As of October 2012, there are nine satellites in orbit: four XM and five Sirius satellites. FM-6 was launched on October 25, 2013, and declared ready for service on December 2, 2013. Prior to that, XM-5 was sent into orbit by Proton from Kazakhstan on October 14, 2010, and is capable of broadcasting to either service. Sirius XM will not need to begin building new satellites until some time around 2017.

Sirius satellites broadcast within the S band frequencies from 2.3200–2.3325 GHz, while XM radio uses adjacent frequencies 2.3325–2.3450 GHz.

Milestones

The following milestones have been set during and after the merger:

DateEventComments
February 2007Execute definitive agreement
March 2007File FCC application
June 2007FCC places application on "Public Notice" (DA 07-2417)Comments and petitions were due July 11, 2007; responses and oppositions were due July 24, 2007.
November 2007Sirius/XM shareholder votesAnnounced October 4, 2007, and voted upon on November 13, 2007. 96% of Sirus shareholders approved the merger, and 99.8% of XMSR shareholders also approved.
March 2008Receive regulatory approvalsOn March 24, 2008, the U.S. Department of Justice ended its investigation of the merger (i.e. decided against blocking the deal).
July 2008Receive FCC approvalOn July 25, 2008, the FCC approved the merger voting 3-2 down party lines.
July 2008Merger completedXM stock trading ceases July 28, 2008. Sirius XM Radio, Inc. becomes the name of the merged corporation.
November 2008Programming merged
March 2009MiRGE releasedFirst receiver to compatible with both Sirius and XM signals is released
December 2010Alaska and Hawaii expansionReceives FCC approval to add service to the two states, thus giving Sirius XM coverage in all 50 states
April 2013MySXM debutsA personalized interactive online radio experience
October 2013Clear Channel-programmed stations removedChannels programmed by Clear Channel, including America's Talk, Sixx Sense, Fox Sports Radio and WSIX-FM, are removed months after Clear Channel sells its stake in Sirius XM; WHTZ/New York and KIIS-FM/Los Angeles are retained under a separate agreement.
April 2016Surpasses 30 million subscribersSirius XM announces through Q1 of 2016, the company has a total of 30.1 million subscribers.