Georgetown Partners L.L.C., a minority-owned private equity firm with a commercial interest in the proposed Sirius-XM merger, today reported it has made a filing with the Department of Justice involving, among other documents, a specific letter to the head of the Antitrust Division, Assistant Attorney General Thomas O. Barnett, detailing its concerns about the antitrust consequences of the proposed merger as structured and urging the Department to fulfill its responsibility to block the transaction in court.

In its filing, Georgetown said that recent public reports have stated that the Antitrust Division’s non-political professional career staff has concluded that the proposed merger needs to be blocked under the law but that the staff is being stymied by Mr. Barnett. Georgetown asserts in its filing that the transaction as structured violates antitrust law and would have adverse economic consequences for the American public.

In its filing, Georgetown also highlights similar analyses and conclusions from the numerous filings before both the Department of Justice and the Federal Communications Commission (FCC) made by other parties opposed to the transaction. Among the key points cited by Georgetown with respect to the anticompetitive and adverse economic consequences that the proposed Sirius-XM merger could engender are:

– due to the unique characteristics of the satellite digital audio radio service (SDARS) and the absence of substitutability from the consumer’s perspective of inter-modal forms of audio entertainment, nationwide SDARS is the appropriate relevant market under which to assess the competitive effects of the proposed merger;

– a combined Sirius/XM will be the only provider of SDARS to consumers, with no economically meaningful competition from any other supplier;

– the Sirius/XM monopoly position is likely to result in widespread competitive injury in the form of less price competition, fewer product offerings, less innovation, and an ability by Sirius/XM to foreclose competition from emerging technologies such as HD radio;

– new entry to diminish the anticompetitive effects of the resulting Sirius/XM monopoly power is not likely and would not be timely, nor would it be effective;

– Sirius/XM has not sufficiently substantiated that any countervailing competitive considerations, such as the claimed efficiencies from the proposed merger, should otherwise warrant Department of Justice approval of the highly anticompetitive combination of the only two providers of nationwide SDARS; and

– the regulatory “fixes” that Sirius and XM have offered to date in an effort to remedy the effects of their monopoly stranglehold over SDARS are inadequate in terms of structure, scope, and duration.

Following are the Georgetown letter to Assistant Attorney General Barnett and a list of the filings accompanying the Georgetown letter, with relevant URL references:

December 3, 2007

The Honorable Thomas O. Barnett

Assistant Attorney General for Antitrust

United States Department of Justice

950 Pennsylvania Avenue, N.W.

Washington, DC 20530

Dear Mr. Barnett:

Georgetown Partners has a commercial interest in the proposed acquisition of XM Satellite Radio (”XM”) by Sirius Satellite Radio (”Sirius”), which is under antitrust review by the Department of Justice (”DOJ”) as well as under consideration by the Federal Communications Commission (”FCC”). Over the past several weeks, Georgetown Partners has met on several occasions with the investigating staff of the DOJ’s Antitrust Division and with the staff of the FCC, and has also made several filings in the public docket on this matter at the FCC.

Georgetown Partners wants to formally register with you and the Justice Department its concerns about how the determination of the impact of this transaction on competition is apparently being made, as described in recent numerous press and investment community reports. Incredibly, many of these reports state that despite the unanimous recommendation by the Antitrust Division’s lawyers and economists — who are non-political, career-appointed professionals — to go to court to block the Sirius/XM merger, you are acting contrary to their recommendation and instead considering several regulatory workarounds as a way to approve this transaction. These reports further describe how you are considering, despite the DOJ Staff’s opposition, seemingly far-fetched and preposterous arguments pertaining to dispositive issues such as product market definition and competitive effects in an apparently gerrymandered attempt to grant antitrust approval. There are also reports that just last week you instructed this professional legal staff to do additional economic investigation — notwithstanding what appears to be an extraordinarily thorough consideration of these issues by this very same staff as well as by many outside legal and economics experts, many who also submitted analyses to the Antitrust Division and to the FCC in non-public and public filings.

Based on these published reports, the inescapable conclusion is that the Antitrust Division’s staff of professional lawyers and economists has determined that the proposed Sirius/XM merger constitutes a clear-cut violation of Section 7 of the Clayton Act. Georgetown Partners urges that you maintain the integrity of this review and analysis, and the resulting recommendation from DOJ Staff, so that the DOJ can act in the best interests of the American public by promptly going to court to block this anticompetitive merger. The American public relies heavily on you and the Justice Department to protect its economic welfare from monopolists.

The facts and analysis opposing the proposed merger, which have been set forth in numerous filings with both the DOJ and FCC, cannot be clearer. There can be no reasonable doubt that the proposed Sirius/XM merger runs afoul of the relevant antitrust laws that DOJ is mandated to enforce. This transaction involves the combination of the only two providers of satellite digital audio radio service (SDARS) — authorized by licenses from the FCC and utilizing the public’s radio spectrum that is not available to any new entity desiring to compete with Sirius and XM. It unilaterally and unabashedly is designed to turn an existing duopoly into a government-approved monopoly. The resulting Sirius/XM monopoly power will be protected from challenge by extraordinarily high barriers to entry — in the form of the unavailability of usable spectrum, high-cost infrastructure requirements, high sunk costs, and an installed customer base that makes it virtually impossible for any new SDARS competitor to contest the stranglehold that Sirius and XM will have over the SDARS market. As a result, this monopoly will cause a wide array of the U.S. public to suffer significant economic harm from the elimination of competition between Sirius and XM, in particular consumers, providers of complementary inter-modal audio entertainment, and suppliers of programming content and receiving equipment. Clearly, the only entities that will benefit from DOJ approval of the Sirius/XM merger will be the self-interested parties of the managements and shareholders of Sirius and XM — Wall Street, not Main Street — who, through DOJ approval of this merger, will be permitted to extract monopoly profits from consumers.

The proposed Sirius/XM merger is seriously at odds with the DOJ Horizontal Merger Guidelines, and accordingly must not be approved as presently structured. As you know, the Horizontal Merger Guidelines are based on well-established legal and economic analysis, and have been used for many years and by many Administrations to conduct competition analysis of such transactions — including a similar review of the proposed EchoStar/DirecTV merger, which DOJ concluded should be blocked because it would have created a monopoly in the satellite broadcast market. DOJ approval of the proposed Sirius/XM merger would represent nothing less than an abdication of DOJ’s responsibilities to protect the economic welfare of American consumers, as well as a repudiation of the fundamental principles underlying the very foundations of DOJ’s Horizontal Merger Guidelines.

An objective assessment of the economic data that has previously been submitted to DOJ and the FCC underscores broad-based agreement that:

(1) due to the unique characteristics of SDARS and the absence of substitutability from the consumer’s perspective of inter-modal forms of audio entertainment, nationwide SDARS is the appropriate relevant market under which to assess the competitive effects of the proposed merger;

(2) a combined Sirius/XM will be the only provider of SDARS to consumers, with no economically meaningful competition from any other supplier;

(3) the Sirius/XM monopoly position is likely to result in widespread competitive injury in the form of less price competition, fewer product offerings, less innovation, and an ability by Sirius/XM to foreclose competition from a number of emerging technologies, such as HD radio;

(4) new entry to diminish the anticompetitive effects of the resulting Sirius/XM monopoly power is not likely, would not be timely, nor would it be effective;

(5) Sirius and XM have not sufficiently substantiated that any countervailing competitive considerations, such as the claimed efficiencies from the proposed merger, warrant DOJ approval of the highly anticompetitive merger of the only two providers of nationwide SDARS; and

(6) the regulatory “fixes” that Sirius and XM have offered to date in an effort to remedy the effects of their monopoly stranglehold over the SDARS market are grossly inadequate in terms of structure, scope, and duration.

In case you have not seen these analyses, we are enclosing with this letter some of the submissions filed by the Consumer Federation of America, the Coalition for Competition in Satellite Radio, the American Antitrust Institute, and the National Association of Broadcasters.

Given the large number of analyses and the large amount of economic data establishing the improper nature and dangerous consequences of the Sirius/XM merger, it is most disturbing that the regulatory “fixes” that you are reportedly considering are nothing less than ineffective “band-aid” solutions to cover up the fundamentally-flawed monopoly structure of the SDARS market that you appear ready to bless — again, despite a contrary recommendation by DOJ’s professional staff. Such “solutions” are short-term regulatory fixes that are easily evaded, and are ineffectual in scope and dimension. They would shortchange American consumers from realizing the longer-term benefits of the vigorous competition that now exists between Sirius and XM — competition that would otherwise intensify in the future but for DOJ’s approval of this merger. These “fixes” are regulatory measures that in the best of circumstances fall far short in their ability to deliver the benefits that vigorous competition can ensure. As you well know, DOJ has for many years and in many similar merger reviews rejected such regulatory “fixes” as unacceptable remedies to cure the market power that would have resulted from similar mergers. For you and the Justice Department to accept such “fixes” from Sirius/XM would constitute a repudiation of longstanding practice and precedent favoring competition over regulation. These “fixes” amount to nothing more than a Trojan Horse solution to a marketplace failure that is better addressed by instead disallowing the proposed merger so as to ensure the continued existence of a competitive market structure.

For the reasons set forth above, and as more fully developed in the attached submissions, Georgetown Partners urges that you promptly adopt the reported recommendation of Antitrust Division staff by disallowing the pending merger application of Sirius and XM to monopolize the SDARS market.

Respectfully,

Georgetown Partners, L.L.C.