UPDATE 1-Liberty's Malone says he should get premium in Sirius deal

Thu Jul 12, 2012 12:07pm EDT

* Malone says negotiations ongoing with Sirius

* Liberty doesn't want operational role at Sirius

* Malone: "Don't forget about me"

By Liana B. Baker and Lisa Richwine

SUN VALLEY, Idaho, July 12 (Reuters) - Liberty Media Corp Chairman John Malone has a message for Sirius XM Radio boss Mel Karmazin: "Don't forget about me."

The two men have been locked in a battle for control of Sirius, the satellite radio company that Karmazin runs, but where Liberty ranks as controlling shareholder, with a 46 percent stake.

In late May, Liberty told the U.S. Federal Communications Commission that it intended to take control of Sirius' 13-seat board. The FCC had rejected the first application for control from Liberty, which currently holds five board seats, on May 4.

Sirius shot back in its own regulatory filing that it had been in discussions with Liberty, but had not reached an agreement and was unaware of Malone's aim to shake up the board.

Karmazin has been telling Wall Street that he will not give up control of Sirius without securing a premium from Liberty for his shareholders.

At the annual Allen & Co media and technology conference in Sun Valley, however, Malone said on Thursday that if anyone was going to get a premium in a deal, it would be he.

"There are three parties in this deal - Sirius and its shareholders, Liberty and its shareholders, and there's me personally because I am the controlling shareholder in Liberty," said Malone. "So when you ask yourself, 'Should there be a control premium and if there is one, who should get it,' don't forget about me."

Malone said Liberty and Sirius were currently engaged in negotiations over control and how large the premium would be.

Karmazin has resisted the idea of working for a controlling shareholder ever since he left Viacom Inc amid friction with that company's billionaire chairman, Sumner Redstone.

Malone became a majority owner of Sirius not by choice, but necessity - Liberty floated Sirius a $530 million loan in 2009 to help it stave off bankruptcy.

Malone told reporters at Sun Valley that Liberty had no intention of taking operating control of Sirius away from Karmazin. "I love Mel," he said. "We hope he is happy."

Malone, a cable industry pioneer whom former U.S. Vice President Al Gore famously derided as "Darth Vader," is no stranger to battles with media titans, having faced off with News Corp's and IAC Corp's Barry Diller in the past.

A Sirius XM representative declined to comment.

Malone said that he had dinner with FCC Chairman Julius Genachowski, but declined to comment on what they discussed, saying only that Liberty would modify its filings to do whatever the agency says in order to gain control.

"We've asked (the FCC) to affirm we have de facto control," Malone said. "Once they do that, there is no barrier to us having actual hard control."

Englewood, Colorado-based Liberty has said it is considering a spinoff of its Sirius stake to its own shareholders in a more tax-efficient Reverse Morris Trust transaction.

"As the situation sits, we may never actually go into control if we were to reach an agreement and spin off the company," Malone said.

Sirius XM shares were up 0.5 percent to $2.04 in midday trading, while Liberty fell 1.1 percent to $89.15.

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