| October 1, 2007 | ||||
| Re: | Sirius Satellite Radio Inc. | |||
| Registration Statement on Form S-4 | ||||
| File No. 333-144845 | ||||
| XM Satellite Radio Holdings Inc. | ||||
| Preliminary Proxy Statement on Schedule 14A | ||||
| File No. 000-27441 | ||||
| 1. | We note your statement in response to our prior comment four that neither company believes that the transaction’s contingency fee arrangements raise potential risk factor disclosure issues relating to the independence and quality of their respective financial advisor’s recommendation. Please disclose whether either Board considered the issue at all and, if so, why they concluded that the contingency fee arrangements do not |
| Securities and Exchange Commission | -2- | October 1, 2007 |
| compromise the independence and quality of their respective financial advisor’s recommendation. | ||
| In response to the Staff’s comment, the disclosure on pages 35 and 42 has been revised to reflect that each of the SIRIUS Board of Directors and the XM Board of Directors reviewed the material terms of the engagement letters of their respective financial advisors, including the contingent fee structure which was considered to be customary and appropriate for this type of transaction. |
| 2. | We note your response to prior comment 5 and your added disclosure to pages 24, 81, and 82. Please clarify your disclosure to indicate whether the disclosure on pages 81-82 contain all of the financial forecasts provided to each party by the other. If not, please disclose all material projections, internal financial statements, and long-term financial plans for 2007 and 2008 that were exchanged among Sirius, XM, and their respective financial advisors. Also disclose the bases for and the nature of the material assumptions underlying the projections. | |
| In response to the Staff’s request made during our telephone conversations with the Staff with respect to this comment, the disclosure on pages 27, 28 and 42 has been revised to specify the principal metrics included in the XM financial forecasts that were utilized by Morgan Stanley in its financial analyses and the metrics included in the SIRIUS financial forecasts that JPMorgan considered to be important as part of its financial analyses. In addition, in response to the Staff’s request, the disclosure on pages 81 and 82 has been revised to set forth such metrics for 2007-2008 for XM and SIRIUS, respectively. |
| 3. | We note the assumption contained on page two of the form of opinion that counsel has assumed that the statements concerning the Merger set forth in the Merger Agreement and the Registration Statement are true, complete, and correct. Statements relating to the subject matter of the opinion may not be assumed as part of the opinion. Please revise. | |
| In response to the Staff’s comment, we have revised our form of opinion and filed the revised opinion as Exhibit 8.1 to the Registration Statement. |
| 4. | We note your response to prior comment 8. XM’s disclosures state that the fair market value was “based on an appraisal performed by satellite consulting and lease appraisal firm.” Also, the Forms 10-Q are incorporated by reference in the Form S-4. Based on these factors, please have XM amend its filings to remove the reference to the third party appraiser as previously requested. Alternatively, you should name the firm in the Forms 10-Q and include a consent of the firm in the Form S-4. |
| Securities and Exchange Commission | -3- | October 1, 2007 |
| In response to the Staff’s comment, XM will file an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 to remove the reference to the third party appraiser. |
| cc: | Securities and Exchange Commission Larry Spirgel, Esq. Dean Suehiro Sirius Satellite Radio Inc. Patrick L. Donnelly, Esq. XM Satellite Radio Holdings Inc. Joseph M. Titlebaum, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Thomas Kennedy, Esq. |