Sirius XM adopts stockholder rights plan to protect its use of NOLs

By Lisa Kerner

Charlotte, N.C., April 29 - Sirius XM Radio Inc. said its board of directors adopted a stockholder rights plan to preserve the value of significant tax assets associated with the company's tax net operating loss carryforwards under Section 382 of the Internal Revenue Code.

"The rights plan is intended to enhance stockholder value; it has not been implemented for defensive or anti takeover purposes," chief executive officer Mel Karmazin said in a news release.

Under the plan, one right will be distributed for each share of Sirius XM common stock outstanding as of the close of business on May 11.

According to Sirius XM, the rights will be triggered if any person or group acquires 4.9% or more of the company's outstanding shares of common stock without board approval, subject to certain exceptions.

The company plans to submit the rights plan to a stockholder vote by June 30, 2010.

The rights plan will remain in effect until Aug. 1, 2011 unless earlier terminated or redeemed by the board, Sirius XM said.

"Our net operating loss carryforwards are an important asset of the company; an asset that we believe we should make every effort to protect," Karmazin said.

Sirius XM Radio, formerly Sirius Satellite Radio Inc., is a satellite radio provider based in New York.

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