XM Satellite Radio - Clear Channel Programming Agreement

Clear Channel Programming Agreement

As part of terrestrial radio giant Clear Channel Communications' early investment into XM in 1998, the companies entered into agreements which provided for certain programming and director designation arrangements as long as Clear Channel retained the full amount of its original investment in XM. One positive consequence of this was that XM had (and still has) exclusive programming rights to all Clear Channel content, including popular national shows like Coast to Coast AM, but the shows could only be broadcast inside the bandwidth controlled by Clear Channel. In June 2003, Clear Channel entered into a forward sales agreement relating to its ownership of XM. During the third quarter of 2005, Clear Channel and XM arbitrated the impact of this agreement on the Operational Assistance Agreement and the Director Designation Agreement. The Arbitration Panel decided that the Operational Assistance Agreement would remain in effect, including Clear Channel's right to receive a revenue share of commercial advertising on programming it provides to XM, but declined to enforce the Director Designation Agreement, which forced the Mays family members off the board of directors. Per the original agreement, Clear Channel had the right to program 409.6 kbit/s (or 10%) of XM bandwidth, requiring XM to include commercial advertising on the existing Nashville!, KISS, Mix, and Sunny (now The Music Summit). The amount of advertising on the music channels amounts up to 4 minutes per hour, similar to the amount of advertising XM included before going commercial free. Exceptions include syndicated music shows which carry network spots. Clear Channel advertising on XM is handled by its subsidiary, Premiere Radio Networks. Clear Channel also provided existing talk channel programming (Fox Sports Radio, Extreme XM, Talk Radio). Clear Channel also controlled America Right (formerly Buzz XM), but through a series of show swaps, most non-Clear Channel content was removed and programming control returned to XM Radio. Plans to introduce new regional based talk channels, which would have featured a regional 5 minute newscast for each area of the country, were canceled. Instead Clear Channel chose to introduce other music and talk channels. Newer channels including ReachMD, America's Talk remain on the air. The Pink Channel, National Lampoon Comedy Radio, WSIX-FM, WLW, and Rock@Random were launched and later removed, and replaced by channels like Bollywood & Beyond, The Music Summit, and Sixx Sense, all of which are on the air today.

Seen as a blow to XM's 100% commercial-free music channel status, XM Executive Vice President of Programming Eric Logan released a programming announcement to XM subscribers on the company's website that reiterated XM's commitment to commercial-free music while noting that XM still had the most commercial-free music and that more commercial-free music channels will be added in the near future to ensure that XM will still have more commercial-free music than competitor Sirius Satellite Radio. On April 17, 2006, XM launched US Country (XM17), Flight 26 (XM26), XM Hitlist (XM30) and Escape (XM78) to provide commercial free music in the formats of the Clear Channel programmed music channels which were going to begin airing commercials. In response, Sirius has advertised that they are the only satellite radio provider that has 100% commercial-free music channels. Both XM and Sirius air commercials on their news, talk, and sports channels.

The Clear Channel forward sales agreement with Bear, Stearns & Co. Inc was terminated on August 2, 2006. The termination resulted in Clear Channel Investments, Inc. paying Bear Stearns a total of $83.1 million, which was the value of Clear Channel's stake in XM. The accreted value of the debt was $92.9 million, and the fair value of the collar was an asset of $6.0 million, which resulted in a net gain of $3.8 million for Clear Channel.