Filed by Sirius Satellite Radio Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934

Subject Company: XM Satellite Radio Holdings Inc.
Commission File No.: 0-27441

          This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc., including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS’ and XM’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.

          The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the ability to obtain governmental approvals of the transaction on a timely basis; the failure of SIRIUS and XM stockholders to approve the transaction; the failure to realize synergies and cost-savings from the transaction or delay in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; and operating costs and business disruption following the merger, including adverse effects on employee retention and on our business relationships with third parties, including manufacturers of radios, retailers, automakers and programming providers. Additional factors that could cause SIRIUS’ and XM’s results to differ materially from those described in the forward-looking statements can be found in SIRIUS’ and XM’s Annual Reports on Form 10-K for the year ended December 31, 2006, and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2007, which are filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.

Important Additional Information Will be Filed with the SEC

          This communication is being made in respect of the proposed business combination involving SIRIUS and XM. In connection with the proposed transaction, SIRIUS plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of SIRIUS and XM plans to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SIRIUS and XM. INVESTORS AND SECURITY HOLDERS OF SIRIUS AND XM ARE URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

     Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by SIRIUS and XM through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to Sirius Satellite Radio Inc., 1221 Avenue of the Americas, 36^th Floor, New York, NY 10020, Attention: Investor Relations or by directing a request to XM Satellite Radio Holdings Inc., 1500 Eckington Place, N.E. Washington, DC 20002, Attention: Investor Relations.

          SIRIUS, XM and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SIRIUS’ directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007, and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 23, 2007, and information regarding XM’s directors and executive officers is available in XM’s Annual Report on Form 10-K, for the year ended December 31, 2006, which was filed with the SEC on March 1, 2007 and its proxy statement for its 2007 annual meeting of stockholders, which was filed with the SEC on April 17, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

***

SIRIUS’ website, which is available at www.SIRIUSmerger.com and has information about SIRIUS’ proposed merger, has been updated. The updates include the information being filed herewith.

In addition, the “More Articles” page of the website also contains links to the following third-party news articles:

Who’s afraid of mergers?

Federal regulators lose sight of free market’s efficiency, power
Chicago Tribune
Published June 21, 2007

Someone once said that the best way to get rid of a bad law is to enforce it vigorously, thus making its flaws visible to all. Federal regulators may not induce repeal of the antitrust laws, but they show a talent for making the statutes look obsolete.

It’s widely accepted that one of the crucial functions of government is to protect against monopolists and cartels. Left to its own devices, many critics of capitalism believe, the market would allow voracious corporations to collude, joining forces to hold consumers upside down and shake the nickels out of their pockets. To ensure that free markets operate for the benefit of all, we are told, the government has to strictly police mergers to keep any company from gaining an unfair advantage.

That is what it claims to be doing in two different sectors. Federal Communications Commission Chairman Kevin Martin has expressed serious qualms about approving a wedding between the only two satellite radio companies, Sirius and XM. The Federal Trade Commission is going to court to block a merger between two organic grocery chains, Wild Oats and Whole Foods.

In both cases, the rationale is that fewer companies will mean fewer choices and higher prices. But consumers who want what these firms provide have more options than the Milky Way has stars. If a couple of those stars cease to exist, nobody will notice. Besides, new stars are born every day.

Organic food consumers would not be the suffering captives of this new company. The business is growing like an organic weed. Every grocery store has a raft of offerings, and chains from Wal-Mart to Trader Joe’s are fighting to get their share of sales. If the bigger Whole Foods tries price-gouging, customers can easily find other sources for what they want — from farmers markets to online suppliers.

The key government error is defining the market as a narrow sector isolated from other sectors that provide reasonable substitutes. That same mistake explains the FCC chairman’s aversion to the satellite radio deal, as well as the letter from 72 members of the House of Representatives claiming it would have “devastating” consequences for listeners.

As it happens, the alternative to one satellite radio company may not be two companies but none. The existing ones have accumulated some $7 billion in losses between them. The merger may allow them to reduce costs, so they can eke out a profit and stay in business. Raising prices would not be easy, because consumers have plenty of affordable options. Music fans can listen to terrestrial radio, pop in a CD, find an Internet feed, turn

on an iPod, flip to the cable TV music station or check out unknown talents on YouTube.

Web radio may not get as much attention as Howard Stern, but it has four times as big an audience as XM and Sirius combined. In his alarm about the proposed merger, Martin has mistaken a mouse for a moose.

The truth is, markets are more complex and dynamic than regulators assume. Bill Clinton’s Justice Department tried to break up Microsoft before it enslaved us all, but the feds got far less than they wanted. Microsoft, however, has found out that even a virtual monopoly doesn’t guarantee prosperity. Despite controlling more than 90 percent of the market for computer operating systems, the company’s stock price has been flat for the last decade — while Apple, which has only a tiny share, has skyrocketed in value since 2003.

Meanwhile, other companies, notably Google, have trounced the Big Meanie in other areas. Over the last decade, says Thomas Hazlett, a professor of law and economics at George Mason University, “Microsoft has seen its market position erode, and it has virtually nothing to do with the antitrust case.”

The point is not that corporations will never try to suppress competition, as Microsoft is accused of attempting with its new Vista operating system, which it recently agreed to alter in response to a complaint from Google. The point is that they will usually fail, because of the many choices available to the buying public — and that on the rare occasions when they succeed, the success is invariably fleeting.

Even corporations that gain dominance find that no matter how they connive, they can’t escape competition. In a market economy, today’s fearsome predator is tomorrow’s frightened prey.

Karmazin: NAB Reaction Proves Our Point
TWICE
6/19/2007

New York — The intensity of the National Association of Broadcasters (NAB) campaign to shoot down the proposed XM-Sirius merger, although “probably predictable,” proves the point that satellite and terrestrial radio compete and the proposed merger would not make a monopoly out of a duopoly, Sirius CEO Mel Karmazin contended in an interview with TWICE.

Karmazin said the aggressiveness of the NAB response “makes our argument that we are competing with them, and if we are competing with them, then their message that this is a duopoly becoming a monopoly can’t be true because why are they involved? If it was a market called satellite radio, why should they care what happens to satellite radio if it did not compete with them?”

Sirius has had to step up its lobbying activities to counter the NAB’s aggressiveness, he also said. “We had not really had a Washington [lobbying] office. And suddenly, when this thing was announced, the NAB came out firing all of the guns.”

During the interview, which will be appear online and the print edition of TWICE on July 2, Karmazin also said:

He didn’t expect four hearings in Congress, given that not even the BellSouth/AT&T merger generated congressional hearings.

The merger announcement “probably created some disruption at retail” and that Sirius has tried to minimize it, in part with its guarantee that existing radios will continue to work. Nonetheless, Sirius’ net new subscriber numbers continued to grow to account for 66 percent of all net new satellite-radio subscribers in the first quarter and 76 percent of all net new subscribers at the aftermarket level, Karmazin said. Sirius “would be doing even better numbers” if it weren’t for the announcement, he contended.

As previously stated, the combined entity will offer “more choice, lower prices, and more a la carte”-type subscription plans. “We will be open to giving people not just the ability to block [a channel], but they won’t have to subsidize it,” he said.

Sirius subscribers will be able to access some XM content on their existing Sirius radios, and vice versa, after the merger. At first, Sirius will port select XM channels to Sirius subscribers without reducing the number of Sirius channels, he said, pointing to Sirius’s ability to use compression and engineering enhancements to add channels to its existing bandwidth.

Fully interoperable radios will also come after the merger, he reiterated.

Sirius has in the past 12 months “been working with car dealers to engage them more with the customer,” offering such things as hang tags in the car.”

Sirius has been “experimenting with some [car] dealers” to incentivize car dealer salespeople to sell Sirius subscriptions.

He met personally with the five FCC commissioners after the Feb. 19 merger announcement but before the FCC’s public comment period, which began this month. Karmazin said he also expects to meet with Department of Justice officials in the future. “I’ve known the five commissioners for a long time. We know what they have an interest in,” he said regarding any concerns they might have.

AME Church Backs XM/Sirius
Broadcasting & Cable
6/19/2007

By John Eggerton — Broadcasting & Cable, 6/19/2007 12:55:00 PM
Satellite companies XM and Sirius have, appropriately, looked to the heavens for help in their pitch to merge.

In a release sent out Tuesday, the African Methodist Episcopal Church, which serves some150,000 members in Maryland, Virginia, and D.C., as well as North Carolina, has thrown its “strong support” behind the merger.

Bishop Adam J. Richardson Jr. said in the release that the reason was that mainstream media companies have “neglected” African American music and culture.”

“Major radio stations tend to program for a narrow audience that often excludes African American voices,” said Bishop Richardson. “It is in the public interest to strengthen the already challenged satellite radio industry in order to lower prices, give consumers more choice and create more options in the radio industry.”

XM and Sirius have attracted support from a variety of minority groups who say they have been marginalized by terrestrial broadcasting, while terrestrial broadcasters, led by the National Association of Broadcasters, have drawn strong support from Capitol Hill for their efforts to block the merger.

Internet Radio on Wheels: Reason to Cut XM and Sirius Some Slack?
Public Knowledge
June 19, 2007

Much of the debate over the proposed XM-Sirius merger centers around whether terrestrial radio really provides the same service as its satellite cousins, or if its orbiting kin provide something so different that Gugliermo Marconi’s baby just can’t compete. As anyone who’s driven cross country - fiddling with the dial trying to find a station that is playing something they can stand and that won’t fade to static five minutes later — can attest, there are some advantages to satellite that terrestrial just can’t match. Users to whom those advantages are important, the argument goes, have only two places to get them: XM or Sirius. A new company aims to change that. This blog has noted the forthcoming Slacker as a potential competitor in the satellite radio market before, but details were sparse as to how the service would actually work, and thus how similar to XM or Sirius it would be.

This article reveals several new details about how exactly the nascent technology will operate, and the picture revealed is of a robust competitor to XM/Sirius — at least as far as music is concerned.

The inner workings of Slacker are significantly different from XM/Sirius: rather than streaming multiple channels of real-time music simultaneously, Slacker will beam one channel of compressed music files, from all sorts of genres, at high speed. The receiver sifts through the stream, looking for songs that meet its master’s preprogrammed tastes, which it then save to internal memory for later playback. The receiver also takes advantage of any time during which it happens to be within range of a WiFi hotspot to more aggressively add to its library, seeking out songs that match what it’s looking for, rather than waiting for them to come to it via satellite. This method requires much less bandwidth than Sirius or XM, allowing Slacker to lease satellite stream from established providers rather than build its own network. Despite the vast differences under the hood between Slacker and XM/Sirius, note that both deliver a product with several marked advantages to terrestrial radio: music chosen from a library orders of magnitude wider than anything Ryan Seacrest will ever play, with the potential to be highly tailored to the tastes of the individual listener, that will play uninterrupted and static free, even on a cross country drive.

Indeed, as far as variety goes, Slacker looks to have a significant edge over XM/Sirius. The Slacker DJ feature customizes its playlist based on the user’s input of a few bands they already like, ala Pandora. Thus, whereas a fan of Modest Mouse might have a handful of channels on XM/Sirius where they could hope to sporadically hear their heroes, or something similar, with Slacker they could create an entire channel based on their favorite band, and those bands that like minded fans also dig. Slacker’s web service appears to easily beat either XM or Sirius’ offerings in terms of variety and customizable options (and it’s free!), so, if Slacker succeeds in what it’s trying to do, one would expect the same pattern to emerge in its automotive incarnation.

That’s not to say that Slacker, by itself, can completely replace everything XM/Sirius can do. Slacker, needing time to gather a library of music that conforms to its user’s preferences, will be less amenable to spontaneity. A listener who bumps their head and develops a taste for, say, Canadian Adult Alternative would be better off with XM/Sirius (though if they’re willing to wait a few hours for Slacker to adjust to their preferences, they can have a playlist specifically tailored to their new found love of Celine Dion.)

Another difference is that Slacker, since it is not live, will not support live news or talk radio. However, such programming is widely available in podcast form, which the Slacker hardware is perfectly capable of playing, and many listeners prefer to listen to their news or talk in that manner — at a time of their choosing, with pause, fast forward, and rewind — anyway. The one area where Slacker is truly hamstrung by its inability to do real-time broadcasting is sports coverage — but the disadvantage is mitigated by the fact that nothing about a Slacker receiver is incompatible with having a good old AM/FM receiver right next to it.

The point that’s lost on (or hidden by) the anti-merger crowd is that unless one bends over backwards to define the market as narrowly as possible, consumers have many different options for getting substantially the same package of benefits offered by XM/Sirius, even if no one source can cover all of the bases at once. The significance of Slacker, if it lives up to its promise, is that it will cover one of the few bases the anti-merger crowd can still make a case for: a huge library of digital quality music, eclectic enough to have something for everyone, that a listener can enjoy uninterrupted wherever the road takes them.

Wall Street Journal
Internet Radio Races To Break Free of the PC
June 18, 2007

Pushing Portability In Cars, Music Players; Static Over WiFi

In January, a recreational vehicle in remote West Texas suddenly started blasting the Steve Miller Band’s “Space Cowboy.” It was a triumphant moment for Slacker Inc., a start-up trying to move Internet radio out of the computer and into the car.

Parked on the side of a road near Fort Stockton, Slacker’s 36-year-old founder Celite Milbrandt uncorked a 1982 Chateau Lafite Rothschild to celebrate. A few hours later, he pointed the RV toward Las Vegas. There, Mr. Milbrandt demonstrated the mobile service for potential investors at the annual Consumer Electronics Show and ultimately raked in an additional $40 million in investments for his company.

MOBILE MUSIC

•		What’s New: Start-ups are racing to move Internet radio, largely listened to via computers, into mobile products.
•		What’s at Stake: Portability could make Internet radio operators a greater threat to the traditional radio industry.
•		What’s Next: The next big goal is integrating Web radio into car dashboards. Two companies — Slacker and Pandora — say they’re talking to auto makers in Detroit.Internet radio, which can draw on vast troves of music from around the world and customize them to a listener’s personal tastes, is growing. While ratings for traditional radio broadcasters have been lackluster, Internet radio listenership in the U.S. has risen to 29 million a week, up from 20 million three years ago, according to Arbitron Inc. and Edison Media Research.

Even so, the nascent industry has yet to capture the biggest prize — portability. Some halfway solutions exist, such as music devices that allow people to stream Internet radio on speakers, or software that allows technology buffs to access Internet radio from their phones. But results can be glitchy, expensive and technically against the terms of contracts with mobile-phone service providers. Now, start-ups and giants are jockeying for position in mobile Internet radio, in a race that could rearrange the business model of music and broadcasting.

One promising entrant is SanDisk Corp.’s new Sansa Connect digital music player. Released earlier this year, it allows users in wireless Internet zones to listen to online radio stations from Yahoo Inc. When users wander out of WiFi

range, the $249.99 Sansa can play songs from its music library, which holds up to 1,000 songs.

Last month, Oakland, Calif.-based Pandora Media Inc., one of the biggest players with seven million registered users, announced it is working with Sprint Nextel Corp. to make its service available on mobile phones. Pandora says it is also working on its own player as well.

One of the field’s newest aspirants, Slacker says its hand-held will be out by summer’s end. Slacker is also pushing hard into automobiles. The company says it is close to introducing a car kit that will play Slacker-selected tunes in any vehicle. Chief Operating Officer Jim Cady says he is in early talks with unidentified auto makers about building Slacker technology into car dashboards.

Traditional broadcasters have taken a number of steps to keep pace with the burgeoning world of online radio. CBS Corp., owner of a big traditional radio operation, agreed last month to pay $280 million to acquire London-based Internet radio provider Last.fm Ltd. Most major radio companies are moving aggressively onto the Web and other platforms such as mobile phones. Web sites from radio giant Clear Channel Communications Inc. now account for some 20% of all online radio listening, according to J.P. Morgan.

The broadcasters say listeners want to connect with the hosts and formats they know, whether it be online or over the airwaves. “That’s a big distinction that we have, marquee value and brand name,” says Dan Mason, head of CBS Radio.

But portability could make Internet radio operators a greater threat. Internet radio “will sweep into the car, and the traditional station is going to have to think about how they reprogram to compete,” says Jonathan Jacoby, an analyst at Banc of America Securities.

Unlike satellite radio, Internet radio offers the potential for greater personalization without the cost of monthly subscriptions or satellite receivers. Gary Parsons, chairman of XM Satellite Radio Holdings Inc., concedes Slacker has the edge in certain areas, like lower capital costs. But he adds it has “significant technical limitations” because it relies so heavily on stored programming. XM sends out an uninterrupted stream of material.

Indeed, the upstarts still face many hurdles. It’s unknown how many Internet radio fans will be sufficiently enthused to install Slacker’s kit, which includes a 4-inch antenna that must be mounted on car roofs. Earlier this year, regulators announced a dramatic increase on the royalty rates Internet radio operators must pay recording artists, a move some companies complain will severely undercut their businesses. Internet radio companies pay royalties to performers, songwriters and other rights’ holders to avoid copyright lawsuits. And the reach of WiFi, the technology widely used to transmit Internet outdoors, remains patchy.

Companies like Sprint Nextel are vowing to improve WiFi’s reach down the road. Until they are closer to that goal, however, many Internet radio providers are skipping the car for now, focusing instead on other portable devices.

That’s Pandora’s strategy. The company, known for a technology that tries to learn the musical qualities a listener likes and serve up songs accordingly, is working with Sprint Nextel to deliver its service to users of high-speed data phones for $2.99 a month. Tim Westergren, the company’s co-founder and chief strategy officer, notes the phone will already play Pandora through a car stereo using an adaptor, and adds he also envisions a future where Pandora is integrated alongside the car radio tuner.

“We’ve had conversations with a huge number of car companies [and] car audio manufacturers that are all very eager to start making this more a part of the dashboard,” says Mr. Westergren. The company is also working on portable Pandora-branded players that will rely on WiFi or its emerging cousin, WiMax, which promises greater reach. But Mr. Westergren isn’t sure when the company will roll them out.

Mr. Westergren is aware of Slacker, but dismisses many of its forthcoming products as “vaporware,” the term for the technology industry’s notorious practice of announcing products that aren’t ready. Slacker says its devices are on track and will soon hit the market.

Founded in 2004 by Mr. Milbrandt, a former networking executive, Slacker has 100,000 registered users since its launch in March. The company has raised about $50 million from backers like Sevin Rosen, the Dallas-based venture capital fund that helped spawn Compaq and Lotus, and Austin Ventures.

Its planned car kit reflects a technical advantage. While most other Internet radio providers are reliant on WiFi, Slacker’s portable devices will use both WiFi and satellite technology.

That’s because Mr. Milbrandt never intended to start an Internet radio company at all. Instead, the Led Zeppelin fan was searching for a lower-cost alternative to satellite-radio providers XM Satellite and Sirius Satellite Radio Inc., which sell their services for $12.99 a month.

While XM and Sirius spent billions building and launching satellites, Mr. Milbrandt planned to lease a fraction of the satellite space from TV companies and other entities. Rather than beaming programming live to radios, as XM and Sirius do, Mr. Milbrandt planned to transmit programming that would then be stored on devices — a much cheaper approach that involves far less satellite capacity.

With seed money from investors who had backed a broadband networking company he founded in 2001, Mr. Milbrandt spent months holed up in a laboratory to see if he could successfully beam songs up to a satellite and then back down again to a device. Once he thought he was close to succeeding, Mr. Milbrandt leased blocks of satellite time at a cost of $1,000 an hour.

“We didn’t have a lot of money,” says the shy engineer, who says his unusual first name “Celite” generated much ribbing in high school. “It was always very stressful.” After months of trial and error, Mr. Milbrandt hit a breakthrough in late-2005 when the sound of a jangling cash register from Pink Floyd’s song “Money” came through a radio receiver. Mr. Milbrandt and his team cracked open some Bud Lites to celebrate.

After that, Slacker recruited 46-year-old Dennis Mudd. A former chief executive of Musicmatch Inc., a jukebox-style music service that was sold to Yahoo for $160 million in 2004, Mr. Mudd had recently been spending his time painting and biking in Tanzania, Vietnam and other far-flung places.

After a few weeks of brainstorming with family and friends, Mr. Mudd pitched a business plan with two key planks. First, Slacker needed to sell its own portable devices. To do that, it brought in executives with experience with music players. Jim Cady, formerly chief executive of D&M Holdings Inc.’s Rio, the digital music-player company, signed on as Slacker’s president, and Jonathan Sasse, formerly chief executive of iriver America Inc., another digital music-player company, joined as Slacker’s marketing chief. Jim Smith, a former partner in Musicmatch, became vice president of engineering.

Mr. Mudd also suggested setting the company up as an Internet radio operator. Web services have the potential to provide a richer experience than either broadcast or satellite radio, he noted, because of the Internet’s ability to personalize playlists, skip songs, display cover art and deliver artist biographies.

“It’s not so much that [radio] got worse,” Mr. Mudd says. “I think expectations got set higher by what you could do with Internet radio in particular.”

The executives dubbed the service Slacker because listeners don’t have to do anything to bring in a steady stream of new music. It calls for users to provide the site with a few examples of artists or songs they like. The site then creates customized stations that play what it thinks will appeal based on musical genre and overall analysis.

Like Pandora, Slacker is free. But down the road the company will offer a choice of a free ad-supported service or a paid ad-free service at $7.50 monthly, with other perks such as the ability to save songs.

Slacker says the first hand-held devices, which will start at $149, will refresh automatically when they’re in WiFi zones, pulling in more music for listeners’ radio stations and socking it away. That way, the stations can keep drawing on the stored music even when the device is nowhere near a wireless hot spot.

The car devices, which Slacker says will be introduced later in the year, will use Mr. Milbrandt’s satellite efforts. Subscribers will be able to drive around with a docked Slacker and receive a stream of songs beamed down from a satellite and stored on the hard drive. Once the antenna picks up the satellite signals, Slacker says it will transmit the songs to the device, which will save appropriate songs and reject those that don’t match a listener’s taste. Because it isn’t streaming in real-time, Slacker’s devices for now won’t offer newscasts, traffic or sports scores.

Slacker says it has another advantage. Most Internet radio operators are currently facing a major increase in the royalty rate they owe to artists whose songs they play, an increase so dramatic that royalty rates in some cases eclipse the company’s total revenues. Most operators, including Pandora, are complaining that the higher costs may put them out of business. They’re busy lobbying Congress to change the recent rate increase, imposed by the Copyright Royalty Board, a Washington, D.C.-based panel of judges.

But Slacker says it already has a higher royalty rate built into its business model. Rather than paying statutory license fees, Slacker cut deals directly with record labels. Like satellite-radio broadcasters, Slacker will turn over an undisclosed percentage of revenue in royalties, rather than paying per song and per play.

National Association of Broadcasters v. National Association of Broadcasters
The Technology Liberation Front
June 15, 2007

Broadcasters have long had one of the most powerful lobbying organizations in Washington. But it now seems that the National Association of Broadcasters has met its match — an equally powerful outfit known as the National Association of Broadcasters. Yes, that’s right — NAB, under new president David Rehr, has been shooting quite effective bullets recently at itself.

The battle was triggered by the proposed merger between XM and Sirius Satellite Radio. NAB has gone on the warpath against the merger, arguing that it would create a monopoly. Of course, to argue that, it has to argue that broadcast radio doesn’t compete with satellite radio. That argument, however, was rebutted by NAB’s David Rehr (yes, the same one), who just last year gave a stirring speech about broadcast radio’s satellite competitors, declaring:

In 2006 we have satellite and Internet radio. And barely a day passes without the introduction of a new competing device or service. And we have news for our competitors: “We will beat you — as we have beaten those change agents in the past.”
The NAB, however, is far less optimistic. “A local radio station’s programming is not a reasonable alternative to the array of services offered by XM or Sirius,” Rehr recently wrote.

But Mr. Rehr (circa last fall) isn’t so awed by the satellite guys, saying “Their business models are bankrupt.” He is also more bullish on broadcast radio’s strengths than is the pessimistic Mr. Rehr: “We are building our future on our greatest asset — localism. No one can compete with us in this arena.”

This week the fight between the two powerful lobbies escalated further. In response to a study by George Mason’s Tom Hazlett that found the XM-Sirius merger would benefit consumers, an NAB spokesman said:

This report defies logic. The study’s contention that consumers would benefit from a monopoly merger of the only two satellite radio services is laughable, as evidenced by the fact that Consumers Union and the Consumer Federation of America are opposing the merger.”
This blanket endorsement of CU and CFA as the ultimate authority on what benefits consumers is startling. Its a clear slap in the face by NAB against NAB, given the fact that both groups have long supported strict regulations on broadcast ownership — many of which NAB has said are anti-consumer. In fact the groups have called NAB’s work on the issue “misleading and irresponsible,” and even “fraudulent.”

I can’t imagine how NAB will respond to this implicit attack on its integrity.

This is a lobbying war worth watching.

In addition, the “What People Are Saying” page of the website also contains links to the following information included on the website:

20 June 2007

Ms. Marlene Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12th Street, SW
Room TW-B204
Washington, DC 20554

Re: Consolidated Application for Authority to Transfer Control of XM Radio Inc. and Sirius Satellite Radio Inc., MB Docket No. 07-57

Dear Secretary Dortch,

I write on behalf of the National Council of Women’s Organizations (NCOW), a coalition of over 200 women’s organizations, to urge your support of the pro-posed XM Radio and Sirius Satellite Radio merger.

As an organization that represents over 11 million diverse and talented American women, NCWO believes the proposed merger will result in considerable benefits via greater competition, lower prices, and more diverse programming for women and other minority groups all over the nation. In addition, a stronger satellite offering can increase the audience for satellite radio, which today is a mere 3.4 percent of the overall radio market and dominated by men. By making this market more affordable, more women will be able to access satellite radio, which would be valuable not only to our members, but also to women across the United States.

Expanding the audience and diversity of satellite radio programming, would give women the opportunity to open new venues of entertainment and enlightenment while driving their children to school or sitting in traffic on their way to work. From Barbara Walters to Judith Warner to Candace Bushnell, satellite radio offers women a unique perspective absent on everyday commercial radio and only accessible by television.

We think it’s admirable that consumers have so many choices in audio enter-tainment today, and a stronger satellite radio service benefits consumers and competition in the marketplace. Diversity in programming is a critical component of this merger, which should not be overlooked by members of the FCC Board as they begin their review process.

With expanded choices and better prices, satellite radio will be an even more attractive option for women, and this will benefit the 200-plus organizations that the National Council of Women’s Organizations represents, as well as women all over the nation.

Respectfully submitted,

Susan Scanlan

Chair, National Council of Women’s Organization

[Letterhead African Methodist Episcopal Church]

 

June 11, 2007

 

Ms. Marlene Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12^th Street, SW
Room TW — B204
Washington, DC 20554

 

 

Dear Ms. Dortch:

 

On behalf of the Second District of the African Methodist Episcopal Church, I urge you to approve the acquisition of XM Satellite Radio by Sirius. I believe the transaction will help the satellite industry continue to deliver the diversity in programming at affordable prices that will in the long run benefit consumers.

 

While African American music and culture have moved more into the mainstream in the last decade, our community still remains largely neglected by major media companies as a niche audience. Satellite radio has afforded our community access to a wealth of new programs, from the modern gospel station “Praise” to sports commentary with Tiki Barber and Rayshawn Johnson. Satellite radio companies like XM and Sirius have provided much needed competition for traditional radio outlets as well as HD radio and online podcasts.

 

It is believed that the XM-Sirius merger will multiply these benefits for consumers by lowering the overall costs of delivering programming. Lower prices and more channel capacity will enlarge the market for satellite radio, increase existing competition with mainstream radio and thereby improve programming and increase choices across the board.

 

Major radio stations tend to program for a narrow audience that often excludes African American voices. It is in the public interest to strengthen an already challenged satellite radio industry in order to lower prices, give consumers more choices and create more options in the radio industry. We urge you to approve the XM-Sirius merger and give consumers the benefits of more competition and additional choices.

 

Thank you in advance for your consideration.

 

Respectfully yours,

 

/s/ Adam J. Richardson, Jr.

 

Adam J. Richardson, Jr.

 

 

Baltimore • Washington • Virginia • North Carolina • Western North Carolina

Annual Conferences

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554

In the Matter of
XM Satellite Radio Holdings Inc.,
and			MB Docket No. 07-57
Sirius Satellite Radio Inc.,
For Authority to Merge.

COMMENTS OF WOMEN IMPACTING PUBLIC POLICY

     WOMEN IMPACTING PUBLIC POLICY (WIPP) hereby submits its comments in the above-referenced proceeding. WIPP believes that a merger between Sirius Satellite Radio (“Sirius”) and XM Satellite Radio (“XM”) will offer more opportunities for female and minority programmers and greater choices for all consumers. As mentioned to Commissioner Tate during an April 2 ex parte meeting, the merger also provides a number of important economic benefits for small businesses, clearly benefiting the public interest, and therefore should be approved by the Federal Communications Commission (FCC) without delay.

     WIPP is a national bipartisan public policy organization that advocates for and on behalf of women and minorities in business. Since the creation of WIPP in 2001, our organization has taken positions on a variety of issues and policies which impact our diverse group of more than 500,000 members.

     The women and minorities in business we represent are well served by the content provided by satellite radio. Both Sirius and XM offer a broad range of channels. These include specialized choices that appeal to our membership that are underserved by other providers in the broad audio news and entertainment marketplace.

     WIPP believes approval of the merger between Sirius and XM will substantially enhance programming choices by creating a stronger satellite radio company. In turn, it will elevate the quality and choice of other service providers allowing for the improved diversity and quality of an already robust and competitive market. Especially relevant to WIPP membership is the prospect of increasing the number of channels offering small business content, particularly issues of special interest to women and minorities in business.

     As a national business organization, WIPP is also encouraged by the operational efficiencies and the ensuing pricing benefits consumers will enjoy as a result of the merger between Sirius and XM. Consumers will be able to receive programming from both services on a single radio. Additionally, they

will be able to receive a variety of content from both services at a range of prices, including pricing options and more à la carte offerings that cost less than the $12.95 per month subscribers to each service currently pay.

     Having demonstrated that the benefits derived from the merger are beneficial to women, small businesses, and consumers, WIPP urges the FCC to approve the proposed merger of Sirius and XM.

		Respectfully submitted,
		WOMEN IMPACTING PUBLIC POLICY
				By:		Barbara Kasoff, President
						Women Impacting Public
				Policy
						1615 L St., NW, Suite 650
						Washington, D.C. 20036
						202-626-8562

Dated: June 12, 2007

		55 Exchange Place, 5th Floor New York. NY 10005 T. 212 233 8955 F.212 233 8996		1522 K Street N.W., Suite 1130 Washington, DC 20005-1225 T. 202 842 0235 F. 202 8870812
				www.hispanicfederation.org

June 5, 2007

Marlene H. Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12th Street, SW
Washington, DC 20554

Re:		Consolidated Application for Authority to Transfer Control of XM Radio Inc. and Sirius Satellite Radio Inc., MB Docket No. 07-57

Dear Ms. Dortch:

On behalf of the Hispanic Federation, I am writing to express our support for the acquisition of XM Satellite Radio by Sirius.

As a non-profit organization serving the Latino community, the Hispanic Federation takes concerns relating to media concentration and mergers seriously, however, the circumstances of this application persuade us that satellite radio offers consumers programming that is diverse and accessible at reasonable prices.

For the most part, the mainstream media companies offer very limited music and entertainment programming targeted to the Hispanic community. Satellite radio, by contrast, does provide sought after programming such as CNN en Espanol, ESPN Deportes, and Mexico Canta. We believe that satellite radio provides expanding and vibrant platforms for news and entertainment for Hispanic Americans.

In recent news reports, it was indicated that both XM and Sirius have experienced financial hardships in recent months. We believe that the acquisition could help strengthen both companies and enable them to expand the universe of diverse programming available to communities across the country and provide additional channel capacity.

According to representations of both companies the acquisition is also likely to save consumer costs by making more programming available for a lower prices (measured on a channel by channel basis) The XM-Sirius merger could give consumers the best of both services at a price well below the combined cost today.

As a national advocacy organization, we do encourage actions that will provide our community with the benefits of competition, lower prices and more choice in a fair and equitable manner. Given all of the competing considerations, we believe that the XM-Sirius merger wi1l achieve these objectives and as such, we urge its approval.

Thank you in advance for your consideration.

Cc:		Chairman Kevin J. Martin Commissioner Michael J. Copps Commissioner Jonathan S. Ade1stein Commissioner Deborah Taylor Tate Commissioner Robert M. McDowell

Before the
FEDERAL COMMUNICATIONS COMMISSION
Washington, D.C. 20554

Applications of			)
			)
XM Satellite Radio Holdings Inc.,			)			MB Docket No. 07-57
			)
			)
and			)
			)
Sirius Satellite Radio Inc.,			)
e			)
			)
For Authority to Merge.			)
			)
			)

COMMENTS OF THE WOMEN INVOLVED IN FARM ECONOMICS

     Women Involved in Farm Economics (WIFE) respectfully submits its comments in the above-referenced proceeding. WIFE believes that a merger between Sirius Satellite Radio (“Sirius”) and XM Satellite Radio (“XM”) will ensure the continued availability of crucial information services and lead to lower prices and greater choices for rural consumers. Therefore, the merger application should be approved by the FCC.

     WIFE was organized in December 1976 at Sidney, Nebraska as a non-profit agricultural association. We are a grassroots organization dedicated to improving profitability in production agriculture through educational, legislative, communicative, and cooperative efforts.

     The farms and rural communities we represent have been well served by satellite radio. Approval of the merger between Sirius and XM will ensure that

our rural communities continue to receive important informational service via satellite radio and will provide our members and rural neighbors with more programming choices at improved prices.

     Rural communities have benefited greatly from the weather, emergency and other informational services provided by satellite radio. WIFE appreciated the services provided by Sirius and XM during and after the Hurricane Katrina disaster. During the relief effort Sirius broadcast 24/7 news and information while XM provided Red Cross Radio which provided information to victims of the hurricane and Red Cross relief workers. Both operators donated hundreds of radios to shelters and relief workers to ensure that they could receive this important information.

     Both Sirius and XM broadcast National Emergency Alert Service (EAS) messages to consumers and both have dedicated channels—Sirius Channel 184 and XM Emergency Alert (XM channel 247)—that provide critical, up-to-date emergency information regarding natural disasters and other emergencies 24 hours per day, seven days per week. XM also has begun to partner with local jurisdictions to provide more localized emergency alerts, including Amber Alerts to aid in the search for missing children in the critical hours and days after their disappearance. Many of the financial and business channels provided by Sirius and XM also make available current information on prices and economic trends to farms and ranches.

     These types of informational services are critical to rural communities. A merger of Sirius and XM will enable the combined company not only to continue to provide these critical services, but also to expand and improve these services with increased efficiencies.

     In addition to the weather, emergency and other informational services provided by Sirius and XM, rural communities enjoy and depend upon satellite radio to provide a diverse selection of programming. Both companies provide an incredibly broad range of channels, including some very specialized choices that appeal to our members and are unmatched by other service providers. The merger of Sirius and XM will allow the companies to provide even more options to consumers. Consumers will be able to receive programming from both services without needing to purchase two radios and pay for two services. We understand that after this merger there will be new program packages at prices that actually are lower than those available today.

     For each of the reasons we have described, WIFE urges the FCC to approve the merger of Sirius and XM.

		Respectfully submitted,
		Women Involved in Farm Economics
		By:		Pam Potthoff, National President/s/          /
Dated: May 14, 2007

Gary L. Bauer, President

June 8, 2006

VIA ELECTRONIC FILING

Marlene H. Dortch, Secretary
Federal Communications Commission
445 12^th Street, SW
Washington, D.C. 20554

Re:		Notice of Ex Parte Presentation; Application for Authority to Transfer Control of XM Radio, Inc. and Sirius Satellite Radio, Inc., MB Docket No. 07-57

Dear Ms. Dortch:

On behalf of American Values, I am pleased to write in support of the proposed merger of Sirius Satellite Radio and XM Satellite Radio. This merger will make satellite radio a more appealing choice for many consumers. This is particularly the case for the constituency represented by American Values, which serves as a key voice for those interested in protecting the core values of life, marriage, family, faith and freedom.

We are particularly pleased that Sirius and XM have promised to offer consumers a number of impressive benefits if their merger is approved by regulators. Especially important to our membership is the commitment the parties have made to issue refunds to satellite radio subscribers who choose to block adult-themed programming. Like so many people, the majority of our members do not want their children and families exposed to programming they may find indecent or offensive. And, of course, those who do not have any interest in such programming should not be forced to pay for it or to subsidize the interests of others.

With all of the indecent and violent programming bombarding American families today, we applaud the efforts of Sirius and XM to empower consumers who want to avoid such content. This is clearly a step in the right direction.

We also have heard the arguments of some opponents who claim this merger should be blocked because it will create a “monopoly” that will have an unchecked ability to raise prices or otherwise harm consumers. Frankly, these arguments seem to be based more on competitive fears than a realistic assessment of the audio market.

2800 Shirlington Road • Suite 950 • Arlington, VA 22206
Phone: 703-671-9700 • Fax: 703-671-1680
www.ouramericanvalues.org

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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1		Application of EchoStar Communications Corporation (a Nevada Corporation), General Motors Corporation, and Hughes Electronics Corporation (Delaware Corporations), Transferors, and EchoStar Communications Corporation (a Delaware Corporation), Transferee, Hearing Designation Order, 17 FCC Rcd 20559 ¶¶ 114-15 (2002) (“Hearing Designation Order” or “HDO”).
2		Id. ¶ 119.
3		Id. ¶¶ 114-15.

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4		Id., Martin Statement at 131 (criticizing the majority’s “unwilling[ness] to conclude that cable and DBS services compete”).
5		Although the Commission did not clearly explain its reasoning for excluding broadcast television in that order, it has consistently excluded broadcast television in defining the relevant product markets for DBS and cable. Despite acknowledging that over-the-air, broadcast television competes directly with cable and DBS, the Commission has found that broadcast television does not constrain pricing of other MVPDs. Compare Annual Assessment of the Status of Competition in the Market for the Delivery of Video Programming, Notice of Inquiry, 2005 WL 1939218, MB Docket No. 05-255, at ¶ 6 (rel. Oct. 3, 2005) (noting that “[m]ost consumers can receive video programming from broadcast television stations over the air, one cable provider, at least two DBS providers, and, in limited cases, a wireline overbuilder or other delivery technology”), with General Motors Corporation and Hughes Electronics Corporation, Transferors, and The News Corporation Limited, Transferee, for Authority to Transfer Control, Memorandum Opinion and Order, 19 FCC Rcd 473 ¶ 75 (2004) (finding that “broadcast television is not sufficiently substitutable with the service provided by MVPDs to constrain attempted MVPD price increases, and hence, is not in the same relevant product market”).
6		HDO ¶ 99.
7		This argument would apply even in those few rural areas in which terrestrial radio is not available, as there would remain other competitive alternatives for mobile entertainment, such as iPods and like devices.
8		HDO ¶ 87.
9		Id. ¶¶ 57, 88.

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10		See, e.g., Amendment of the Commission’s Rules to Establish Part 27, the Wireless Communications Service (“WCS”), Report and Order, 12 FCC Rcd 10785 ¶ 46 (1997); Amendment to Parts 1, 22, 27 and 90 of the Commission’s Rules to Licensee Services in the 216-220 MHz, 1390-1395 MHz, 1427-1429 MHz, 1429-1432 MHz, 1670-1675 MHz, and 2385-2390 MHz Government Transfer Bands, Report and Order, 17 FCC Rcd 9980 ¶¶ 21-22 (2002).
11		HDO ¶ 52.
12		Id. ¶ 51.
13		Id. ¶ 52.
14		Id. ¶ 139.
15		Id. ¶ 142.

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