Key Developments For DIRECTV
DIRECTV (DTV.O) (Nasdaq)
The DIRECTV Group, Inc. Completes Merger Transaction With Liberty Media
The DIRECTV Group, Inc. announced that it has completed the transactions involving the combination of The DIRECTV Group, Inc. and Liberty Entertainment, Inc. (LEI), a company split-off from Liberty Media Corporation. The transactions were completed following a special meeting of stockholders of The DIRECTV Group, Inc. held today. The stockholders of The DIRECTV Group, Inc. approved both of the proposals up for vote at the special meeting. Those proposals related to the approval of the Agreement and Plan of Merger (dated May 3, 2009) as amended, by and among Liberty, LEI, The DIRECTV Group, Inc., DIRECTV and certain subsidiaries of DIRECTV and the approval of the Voting and Right of First Refusal Agreement (dated as of May 3, 2009) as amended, by and among DIRECTV Group, LEI, DIRECTV, John C. Malone (the Chairman of DIRECTV Group and Liberty), his wife and certain trusts for the benefit of their children. The final voting results were approximately 90% for adoption of the Merger Agreement and approximately 89% for approval of the Malone Agreement. The proposals were also approved by an overwhelming majority of the stockholders excluding shares of The DIRECTV Group, Inc. owned by Liberty and its subsidiaries, the Malones and officers and directors of Liberty. Liberty Media held a special meeting of stockholders earlier in the day and also received the necessary approvals for the transactions.
The DIRECTV Group, Inc. Names Michael White as New President and CEO
The DIRECTV Group, Inc. announced that it has named Michael White as its new President and Chief Executive Officer (CEO). He will assume his new role at DIRECTV beginning January 1, 2010, and has also joined DIRECTV`s Board of Directors.
The DIRECTV Group, Inc. Completes $2.0 Billion Financing
The DIRECTV Group, Inc. announced that its subsidiaries, DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., have completed their previously announced $2.0 billion debt financing. This financing consists of $1.0 billion in 4-3/4% senior notes due 2014 and $1.0 billion in 5-7/8% senior notes due 2019. The net proceeds of this financing are available for general corporate purposes and for the repurchase of their existing 8-3/8% Senior Notes due 2013 pursuant to a tender offer announced by the Company on September 14, 2009. The senior notes were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, and have not been registered in the United States under the Securities Act or in any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The DIRECTV Group, Inc.'s DIRECTV Holdings LLC Prices Issue of $2 Billion of New Debt
DIRECTV Holdings LLC, a wholly owned subsidiary of THE DIRECTV Group, Inc., announced the pricing of an issuance of $1 billion of 4 3/4% Senior Notes due 2014 and $1 billion of 5 7/8% Senior Notes due 2019 (together, the Notes). The closing of the offering is expected to occur on September 22, 2009. The Company will receive gross proceeds of $1,989,880,000 from this offering and expects to use the net proceeds for general corporate purposes and for the repurchase of its existing 8 3/8% Senior Notes due 2013 pursuant to a tender offer announced by the Company on September 14, 2009.
The DIRECTV Group, Inc.'s DIRECTV Holdings LLC Commences Fixed Price Cash Tender Offer For 8 3/8% Senior Notes Due 2013
DIRECTV Holdings LLC, a wholly owned subsidiary of The DIRECTV Group, Inc. announced that it has commenced a fixed price cash tender offer for any and all of its outstanding $910 million in aggregate principal amount of its 8 3/8% Senior Notes due 2013 (CUSIP No. 25459HAB1) (the Notes). The consideration for the Notes tendered and accepted for payment pursuant to the offer is $1,031.25 per $1,000 principal amount of the Notes (the Notes Consideration). In addition, the Company will pay all accrued and unpaid interest on the Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). The offer will expire at 11:59 P.M., New York City time, on September 21, 2009, unless extended or earlier terminated (the Expiration Time). Tenders of the Notes may be withdrawn prior to the Expiration Time. To receive the Notes Consideration, holders of Notes must validly tender their Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Notes purchased pursuant to the offer in same-day funds promptly after the Expiration Time (the Settlement Date), which is expected to be on September 22, 2009. The Company expects to use available cash and cash from a private placement of debt securities to pay for the Notes. Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. are the Dealer Managers for the tender offer.
