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Counsel for Liberty Media Corporation TABLE of CONTENTS

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Counsel for Liberty Media Corporation TABLE of CONTENTS Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 ) ) IB Docket No. 12-282 ) DA 12-1569 Application of ) ) IBFS File Nos. SES-T/C-20120821-00776 Liberty Media Corporation ) SES-T/C-20120821-00777 ) SES-T/C-20120821-00792 For Consent to Transfer of De Jure ) SAT-T/C-20120817-00133 Control of Sirius XM Radio Inc. ) SAT-T/C-20120817-00134 ) SAT-T/C-20120817-00135 ) SAT-T/C-20120817-00136 ) ) ULS File Nos. 0005353974 and ) 0005353880 ) ) Experimental License File Nos. 0019-EX-TU- 2012, 0020-EX-TU-2012 ) ___________________________ ) RESPONSE OF LIBERTY MEDIA CORPORATION TO COMMENTS OF ALEXANDER BERGMANN ON APPLICATIONS FOR CONSENT TO TRANSFER OF CONTROL Robert L. Hoeg1e Timothy J. Fitzgibbon Thomas F. Bardo Nelson Mullins Riley & Scarborough LLP 101 Constitution Avenue, NW, Suite 900 Washington, D.C. 20001 (202) 712-2800 Counsel for Liberty Media Corporation TABLE OF CONTENTS SUMMARY .................................................................................................... i BACKGROUND ............................................................................................... 2 I. The Bergmann Comments Are Procedurally Defective and Provide No Factual or Legal Basis for Denying the Applications ................................... : .............. 4 II. The Bergmann Comments Concern Issues Unrelated to this Transaction ................ 5 III. The Commission Already Has Passed Upon Liberty Media's Qualifications ............ 8 IV. Grant of the Applications Will Serve the Public Interest .................................. 10 CONCLUSION .............................................................................................. 13 SUMMARY By Public Notice issued October 2, 2012, the Commission accepted for filing the above-captioned Applications for consent to transfer of control of Sirius XM Radio, Inc. to Liberty Media Corporation, granted certain waivers requested by Liberty Media concerning the Applications and established November 1, 2012 as the deadline for filing petitions seeking to deny the Applications. No petitions to deny have been filed, and only Alexander Bergmann has submitted "Comments" in response to the Public Notice. The Bergmann Comments are procedurally and substantively deficient and should be dismissed or summarily denied. The Bergmann Comments provide no information regarding the nature of Bergmann's interest in Sirius or how that interest might be adversely affected by grant of Liberty Media's Applications. Section 309(d) requires that petitions to deny be supported by affidavit, but Bergmann has provided none. He also failed to serve his Comments on the Applicants as required by statute. Even if considered as an informal objection, the Bergmann Comments fail to allege any facts showing that grant of the Applications would be prima facie inconsistent with the public interest. Instead, Bergmann has provided a rambling, often incoherent, series of questions and conclusions that appear to be predicated upon his interpretation of international accounting standards that: (a) are irrelevant to the Commission's statutory responsibility in considering applications for transfer of control of Commission licensees; and (b) have never been adopted by the Securities and Exchange Commission for use by reporting entities in the United States. The record shows that the public interest will be served by grant of Liberty Media's Applications. Liberty Media's 2009 transaction with Sirius preserved Sirius and its innovative programming services when Sirius was facing imminent bankruptcy. Since then, the i Commission has granted numerous applications filed by Sirius in which Liberty Media was identified as a party to the application, finding each time that grant of the application would serve the public interest. The Bergmann Comments provide no factual or legal basis for the Commission to reach any different conclusion on the Applications for consent to the transfer of control of Sirius. The Commission should dismiss or summarily deny the Bergmann Comments and grant Liberty Media's Applications. ii Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 ) Application of ) ) Liberty Media Corporation ) IB Docket No. 12-282 ) DA 12-1569 For Consent to Transfer of De Jure ) Control of Sirius XM Radio Inc. ) _________________________ ) Liberty Media Corporation ("Liberty Media") submits this response to the Comments filed by Alexander Bergmann ("Bergmann Comments") regarding the pending applications for consent to transfer of control of Sirius XM Radio Inc. ("Sirius") to Liberty Media (collectively, "Applications"). 1 The Bergmann Comments do not comply with the basic procedural requirements of the Communications Act concerning petitions to deny and should be dismissed. Even if considered as an informal objection, the Commission should summarily deny the Bergmann Comments and grant the Applications because: (a) Bergmann has provided no factual or legal basis for denying the Applications or designating them for hearing; (b) the Commission already has passed upon the qualifications of Liberty Media repeatedly in numerous applications filed by Sirius since 2009 in which Sirius identified Liberty Media as a party to the applications; and (c) grant of the Applications serves the public interest. 1 The Applications were filed on August 17, 2012 and were accepted for filing on October 2, 2012. See Public Notice, DA 12-1569, released October 2, 2012 ("Public Notice") at 1. The file numbers of the various applications filed by Liberty Media are set forth in the Public Notice and the caption of this filing. Background In early 2009, when Sirius was facing the prospect of immediate bankruptcy, 2 Liberty Media loaned $530 million to Sirius. As part of the consideration for that loan, Liberty Media received Preferred Shares of Sirius that are convertible into common shares of Sirius equal to 40 percent of the outstanding common stock of Sirius. At the time, the Chief Executive Officer of Sirius stated that Sirius was "pleased to have come to this agreement with Liberty Media, particularly in light of today's challenging credit markets," and that Liberty Media's loan was "a vote of confidence" in Sirius that "allows us to continue to provide the great content and innovative programming our subscribers know and love." See Press Release, Exhibit 99.1 to February 17, 2009 Form 8-K. The agreements pursuant to which Liberty Media provided the loan to Sirius and obtained the Preferred Shares included certain restrictions on Liberty Media's ownership and voting rights. Those restrictions expired on March 6, 2012. 3 Since then, Liberty Media has converted slightly less than one-half of its Preferred Shares4 and has purchased additional common shares of Sirius such that it currently holds approximately 1,904,291,000 common 2 In a filing with the Securities and Exchange Commission ("SEC") dated February 13, 2009, Sirius stated that it was "in discussions with others with respect to transactions that could refinance some of our and our subsidiaries' indebtedness," but could not assure "that any of these transactions will be successfully consummated," and further advised that "[i]f these transactions are not consummated, we may be forced to file for bankruptcy protection as early as February 17, 2009." See Prospectus Supplement dated February 13, 2009, a copy of which is attached hereto as Exhibit I, at page 9 of 21. Sirius subsequently announced that it had reached an agreement with Liberty Media on February 17, 2009. See Sirius Form 8-K, filed with the SEC on February 17, 2009, a copy of which is attached hereto as Exhibit 2 ("Febmary 17, 2009 Form 8-K"). 3 Liberty Media informed the Commission of the expiration of these contractual restrictions in meetings with the Commission staff, by letter, and in applications seeking Commission consent to the transfer of de facto control of Sirius, which were filed on March 20, 2012. The Commission dismissed those applications in May 2012, finding that they were "defective with respect to 'execution' and 'other matters of a formal character."' See Letter dated May 4, 2012 to Robert L. Hoegle, 27 FCC Red. 5036, 5037 (Int'l Bur. & OET 2012); WTB Notices of Dismissal, Reference Nos. 5370148 and 5370149, dated May 10, 2012. 4 Liberty Media informed the Commission of its conversion of 6,249,900 Preferred Shares of Sirius by letter dated September 17, 2012. 2 shares of Sirius (approximately 36.7 percent of the outstanding common shares) in addition to 6,250,100 remaining shares of B-1 Preferred Stock. 5 Upon conversion of the remaining Preferred Shares, Liberty Media will hold 1,293,509,076 additional common shares of Sirius. Exchanging certain Senior Subordinated Notes will yield 5,866,666 additional shares of Sirius common stock, such that Liberty Media would hold 3,203,666,978 common shares of Sirius, or approximately 49.5 percent of the total common shares outstanding.' Liberty Media also has stated that it intends to purchase additional shares of Sirius in the open market. However, consistent with the requirements of Section 310(d) of the Communications Act, Liberty Media is seeking Commission consent before converting a sufficient number of Preferred Shares such that Liberty Media will own more than 50 percent of the total outstanding common shares of Sirius. On October 2, 2012, the Commission issued a Public Notice accepting the Applications for filing, granting certain waivers requested by Liberty Media, and setting November 1, 2012 as the deadline for filing petitions
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