Why sue now? If Brockwell has been a “long time shareholder”, could he not have expressed “concerns” over the cost of the Howard Stern deal? The Stern bonuses? Could he not have expressed concerns over management professing to be fully funded in the years prior to Mel Karmazin, and then diluting shares quite a few times? How is it that the move that generates the biggest news in SDARS and offers the potential synergies that this merger does suddenly generate “concern”? There are many questions, so it may be best to better understand the parties involved.

So who is Greg Brockwell?

Greg Brockwell is a married man with kids and resides in the upscale community of Duxbury Massachusetts, about a thirty minute drive to Boston. His home is in a cul-de-sac, and has an assessed value of $1,300,000. He and his family live comfortably in a modern 10 room colonial with 5 bedrooms, and 4.5 bathrooms constructed in 1997. The living area is 4,036 square feet, and they have finished 1,568 out of the 1,968 square foot basement. The home boasts a three car garage and sits on a quiet 1.3 acres of land. Driving through the neighborhood, I noted clean and attractive houses in the cul-de-sac, and also noted that the home is in a desirable location being only a few miles from Route 3, the highway into Boston. The family drives nice upscale vehicles, and seems to be living the life of the upper class tax brackets.

I give these details, because they illustrate the lifestyle of Mr. Brockwell. This information is important because it contrasts so deeply with a “concerned” shareholder with 1,000 shares of Sirius Satellite Radio. Something simply strikes me as odd here.

Now, I have no idea what Mr. Brockwell does for a living to obtain the lifestyle he does. I do know that he is active in class action lawsuit arena, with involvement in suits with various companies and law firms, and that some of the players in this arena have principal partners serving federal prison time for felonies (Milberg Weiss – The Milberg Weiss case is still being tried but some players have already plead guilty). The suits that Mr. Brockwell can be tied to include:

Brockwell vs. Sirius

Brockwell vs. Yahoo

Brockell vs. JDS Uniphase

Brockwell vs. Guidant

And others.

All of these suits were brought on in part by Mr. Greg Brockwell. Why? In theory, he can not participate in the reward to any degree higher than the rest of the class. Why does someone with an upper class lifestyle buy a small stake in a company and then file suit? Why does someone who seems to have had numerous bad experiences investing in the marlket continue to invest in it? Does Mr. Brockwell simply have an uncanny ability to do this?

Why would someone with a primary residence worth over $1,300,000 go through such trouble over an investment that was likely less than $5,000? How much was he realistically expecting Sirius stock to go to? Even at $20 the stock would only have a value of $20,000. Does Greg Brockwell have the interests of the class in mind? Readers will have to come to their own conclusion. I simply have trouble making the level of Brockwell’s “concern”, the size of his investment, Mr. Brockwell’s lifestyle, and the agreed upon settlement fit together. There seems to be a missing piece here. I do not know what it is, but I can tell you that given the history of the players involved that it makes me uncomfortable.

Now, given the history of Mr. Brockwell to file class action lawsuits, I myself have real questions as to whether or not he was indeed acting in the interest of Sirius shareholders. After all, shareholders who had concern about the share exchange ratio could have simply vote against the merger. Realistically though, the shareholder approval of the merger was essentially a foregone conclusion, and most who follow the sector (In theory this would include Brockewell) were well aware of this. Both Sirius and XM were still losing money, and the merger offers a potential that SDARS could reach viable profits sooner rather than later. Shareholders and the street alike were seeking a merger.

Given the level of “concern” outlined by Mr. Brockwell, and the frustration that the merger did not bring maximum value, what was he asking for? A ratio of 4 Sirius shares for each XM share instead of the agreed upon 4.6? Surely he would demand something of true “value” as the lead plaintiff representing a class of ALL SHAREHOLDERS. The sad answer is no. He did not seek a new ratio. He instead sought additional disclosures regarding the merger, and did so even before the proxy about the merger was published. What are these disclosures? Readers can learn more about what was sought in segment 4 “The Settlement”.

Position - Long Sirius, Long XM

Class Action Gone Bad? The Proposed Settlement

After all of the “hard work”, expedited discovery, depositions, etc. the settlement must be huge, right? Well, to be frank, I do not consider this settlement to be worth the paper it is written on. The plaintiff was not seeking money, he was seeking additional information. In a cursory overview the fact that the plaintiff was not seeking money would seem to make his goals more noble. Seeking additional information to be supplied to shareholders so that they could have a fully informed vote on the merger seems reasonable and just. However, the thought that a case such as this had pure intentions would be much more believable if the parties involved did not demonstrate a history of litigious action.

The settlement boiled down to an 8K being filed with the SEC that provided about eight paragraphs of additional information for investors to consider prior to the shareholder vote. The information below is the proposed remedy for the “concern” that Mr. Brockwell had:

EXCERPTS FROM THE 8K SURROUNDING THE SETTLEMENT: Link To Additional Disclosures

Solely to avoid the costs, risks and uncertainties inherent in litigation and to allow stockholders to vote on the proposals required in connection with the merger at the scheduled meeting, Sirius and the other defendants have entered into a memorandum of understanding with plaintiffs’ counsel in the Brockwell and Johnson lawsuits (the “Memorandum of Understanding”) pursuant to which Sirius, the other named defendants and the plaintiffs have agreed to settle the lawsuits subject to court approval. If the court approves the settlement, the lawsuits will be dismissed with prejudice.

In the Memorandum of Understanding, Sirius agreed to provide certain additional information to stockholders through publicly available filings. Without admitting in any way that the disclosures below are material or otherwise required by law, Sirius makes the following supplemental disclosures:

Supplemental Disclosures Concerning Background of the Merger

On October 24, 2006, Mr. Karmazin briefed the Sirius board of directors on his discussions with XM regarding a possible business combination, summarizing his discussions with Messrs. Parsons and Panero over the past month. Among other things, Mr. Karmazin discussed with the Sirius board of directors regulatory issues involved with a merger, the likely market reaction, and the value creation and synergies that would arise from a business combination. The Sirius board of directors engaged in an extensive discussion of the potential cost savings, including savings in cost centers, research and development and general and other expenses. The board further discussed XM’s assets, its relationships with automakers, whether there were other potential bidders for XM, and XM’s capital structure. Following this discussion, the Sirius board authorized Mr. Karmazin to continue discussions with XM.

In connection with their due diligence reviews, Sirius and XM instituted procedures to ensure that competitive information that was not legally appropriate to disclose was not exchanged by the management of the companies. In certain cases, management of each company reviewed documents provided by the other company that did not include competitive information; and, in other instances, outside counsel to each company reviewed materials but was not permitted to share competitively sensitive information with their clients. Sirius and Sirius’ advisors reviewed, among other things, XM’s agreements with automakers (Toyota, Hyundai, Nissan, General Motors, Honda), sports leagues and conferences (MLB, NHL, ACC, Big East, Pac-10), retailers (Wal-Mart, Circuit City, Best Buy), news providers (CNN, Fox News), entertainment content providers (Oprah, Opie & Anthony, Starbucks, ABC/ESPN), technical service providers (Loral, Sea Launch) and radio manufacturers (Delphi).

Sirius’ advisors also conducted a due diligence review of XM’s litigation and regulatory matters, including but not limited to: (i) the purported stockholder class action captioned In re XM Satellite Radio Sec. Litig., Civ. Act. No. 06-00802 (ESH) (D.C.), which has since been dismissed with prejudice; (ii) an action by members of the recording industry captioned Atlantic Recording Corp., et al., v. XM Satellite Radio, Inc., No. 06-3733 (DAB) (GWG) (S.D.N.Y.); (iii) a purported consumer class action captioned Enderlin v. XM Satellite Radio Holdings, Inc., et al., (E. Dist. Ark.); (iv) proceedings before the Copyright Royalty Board; (v) an arbitration concerning satellite insurance matters; and (vi) various FCC, FTC and SEC inquiries. In connection with these matters, Sirius’ advisors reviewed pleadings and court filings, conducted research and received briefings from XM’s in-house and outside counsel.

Supplemental Disclosure Concerning Reasons for the Merger

Sirius believes that the merger will result in significant cost synergies. Wall Street equity analysts have published estimates of the present value of cost synergies ranging from $3 billion to $9 billion. Sirius expects operating cost savings to be achievable in almost every cost item on the companies’ income statement, including:

• sales and marketing (through, among other things, lower brand advertising expense, cost reductions in retail relationship management, sales training, retail placement monitoring, and ad sales);

• subscriber acquisition (through areas such as lower radio production costs driven by enhanced scale);

• research and development (including through the possible elimination of duplicative R&D efforts with the adoption of technological developments across platforms, and the elimination of overlapping R&D resources);

• general and administrative expenses (through the elimination of redundant staff);

• product development;

• content (through potential improvement in margins given broader audience reach and lower internal programming costs by elimination of certain channel overlap); and

• programming operating infrastructure (as a result of the potential to rationalize maintenance and administrative capital expenditures, and avoid the duplication of disaster recovery expenses).

Moreover, over the long-term, Sirius believes the combined company will derive significant additional value by procuring its future generation satellites and terrestrial repeaters as a single entity and by potentially reducing satellite, engineering and support requirements.

Supplemental Disclosure Concerning the Sirius Board of Directors’ Recommendation

The factors and risks considered by the Sirius board of directors in connection with its determination that the merger and entering into the merger agreement with XM are advisable and in the best interest of Sirius and its stockholders, and its approval thereof, also include the probability that other strategic alternatives would fail to provide Sirius’ stockholders with the same value, synergies and cost savings as would a business combination with XM.

Supplemental Disclosure Concerning Opinion of Financial Advisor to the Sirius Board of Directors

The table below lists premiums for the transactions reviewed in connection with this analysis:

Sirius paid Morgan Stanley $4,576,000 in connection with Morgan Stanley’s services rendered as the administrative and collateral agent under its $250 million senior secured term credit facility. In addition, in the five years preceding the execution of the merger agreement, Sirius paid Morgan Stanley an aggregate of approximately $28,000,000 in connection with the underwriting and placement of various issuances of convertible debt securities and debt securities.

Supplemental Disclosure Concerning Regulatory Approvals Required for the Merger

In response to a “Second Request” for information relating to the merger from the U.S. Department of Justice, Sirius has produced millions of pages of documents from the files of many of its executives. These documents include business planning documents, documents discussing competition in the audio entertainment industry, pricing documents, as well as documents covering numerous other categories. In response to the Second Request, Sirius has also produced data regarding its business operations, including information on revenues, sales, and prices which was requested by the Department of Justice. As part of its investigation and as is typical in Second Request investigations, the Department of Justice has taken deposition testimony and, Sirius understands, has requested information from some third parties, including from Sirius’ competitors in audio entertainment. On September 4, 2007, Sirius and XM each certified to the Department of Justice that they were in substantial compliance with the Second Request.

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 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.