DIRECTV Announces Commencement of Exchange Offer
EL SEGUNDO, Calif.--(BUSINESS WIRE)--Aug. 22, 2003--DIRECTV Holdings LLC and DIRECTV Financing Co., Inc. (collectively, "DIRECTV") announced today that they have commenced an offer to exchange an aggregate principal amount of up to $1.4 billion of DIRECTV's newly issued 8 3/8 percent Senior Notes due March 15, 2013, the "Registered Notes," which have been registered under the Securities Act of 1933, as amended, for a like principal amount of DIRECTV's outstanding 8 3/8 percent Senior Notes due March 15, 2013, the "Original Notes," from the registered holders thereof, that have not been so registered. The Exchange Offer, which is being made to holders of the Original Notes pursuant to a Prospectus, is not subject to any minimum amount of Notes being exchanged.
DIRECTV will accept for exchange any and all Original Notes validly tendered and not withdrawn prior to the expiration date. The expiration date of the Exchange Offer is 5:00 p.m., New York City Time, on Monday, September 22, 2003, unless extended.
The Registered Notes will be DIRECTV's general senior unsecured obligations and will rank senior to DIRECTV's subordinated debt. The Registered Notes will effectively rank junior to any of DIRECTV's secured debt to the extent of the value of the assets securing that debt and to any debt and other liabilities of DIRECTV's subsidiaries that are not guarantors. The Registered Notes are guaranteed by all of DIRECTV's domestic subsidiaries on a senior unsecured basis.
Any Registered Notes issued in the Exchange Offer will bear interest at 8 3/8% per annum from the date of issuance, payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2004. DIRECTV will have the option to redeem some or all of the Registered Notes at any time prior to March 15, 2008 by paying a "make whole" premium and at any time thereafter at stated redemption prices, in each case, plus accrued and unpaid interest to the date of redemption.
This announcement constitutes neither an offer to sell nor a solicitation of an offer to buy the Registered Notes which are the subject of the Exchange Offer. The Exchange Offer is being made solely pursuant to the Prospectus and related letter of transmittal filed with the Securities and Exchange Commission which can be obtained, free of charge, from the Securities and Exchange Commission's website at http://www.sec.gov. In addition, the Prospectus and the related letter of transmittal can be obtained from DIRECTV, at no cost, by calling DIRECTV's Corporate Secretary at . Copies may also be obtained from our exchange agent, The Bank of New York, at ((Attention: Ms. Carolle Montreuil, Corporate Trust Administration). Investors and note holders are strongly advised to read both the Prospectus and the related letter of transmittal regarding the Exchange Offer because they contain important information.
DIRECTV is the nation's leading digital multichannel television service provider with more than 11.5 million customers. DIRECTV and the Cyclone Design logo are trademarks of DIRECTV, Inc., a unit of Hughes Electronics Corp. HUGHES is a world-leading provider of digital television entertainment, broadband satellite networks and services, and global video and data broadcasting. The earnings of HUGHES, a unit of General Motors Corporation, are used to calculate the earnings attributable to the General Motors Class H common stock (NYSE:GMH). For more information, visit www.DIRECTV.com.
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company's ability to control. The Company cautions note holders and prospective investors that the following factors may cause actual results to differ materially from those indicated by the forward-looking statements: regulatory actions, competition within the multichannel video programming distribution industry; satellite failures or launch failures or delays; signal theft; the effects of economic conditions; as well as other factors set forth in the Company's Prospectus and other documents, which are on file with the Securities and Exchange Commission.
CONTACT: DIRECTV, Inc.