DIRECTV Holdings LLC Commences Fixed Price Cash Tender Offer For 8 3/8% Senior Notes Due 2013
September 14 2009 - 11:06AM
Business Wire
DIRECTV Holdings LLC (the “Company”), a wholly owned subsidiary
of The DIRECTV Group, Inc. (NASDAQ: DTV), announced today 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 Monday, 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the Notes may be withdrawn prior to the Expiration Time.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 Tuesday, September 22, 2009. The Company expects to use
available cash and cash from a private placement of debt securities
to pay for the Notes.
The tender offer is conditioned upon, among other things,
consummation of a private placement of debt securities. Additional
terms and conditions of the tender offer are set forth in the Offer
to Purchase and the related Letters of Transmittal dated September
14, 2009. This press release is neither an offer to purchase nor a
solicitation to buy any of these Notes, nor is it a solicitation
for acceptance of the tender offer. The Company is making the
tender offer only by, and pursuant to the terms of, the Offer to
Purchase and the related Letters of Transmittal. The tender offer
is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
None of the Company or its affiliates, the Dealer Managers, the
Depositary or the Information Agent is making any recommendation as
to whether or not holders should tender their Notes in connection
with the tender offer.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase and Letters of Transmittal that are
being sent to holders of the Notes. Holders are urged to read the
tender offer documents carefully when they become available. Copies
of the Offer to Purchase and Letters of Transmittal may be obtained
from the Information Agent for the tender offer, Global Bondholder
Services Corporation. Banks and brokers may call Global Bondholder
Services Corporation collect at (212) 430-3774. All others may call
Global Bondholder Services toll-free at (866) 470-4200.
Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and J.P. Morgan Securities Inc. are the Dealer Managers for the
tender offer. Questions regarding the tender offer may be directed
to Citigroup Global Markets Inc. at (800) 558-3745, Credit Suisse
Securities (USA) LLC at (800) 820-1653 and J.P. Morgan Securities
Inc. at (866) 834-4666.
Cautionary Statement Concerning
Forward-looking statements
NOTE: This release may include or incorporate by reference
certain statements that we believe are, or may be considered to be,
“forward-looking statements” within the meaning of various
provisions of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. These forward-looking statements generally
can be identified by use of statements that include phrases such as
“believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,”
“foresee,” “project” or other similar words or phrases. Similarly,
statements that describe our objectives, plans or goals also are
forward-looking statements. All of these forward-looking statements
are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or from
those expressed or implied by the relevant forward-looking
statement. Such risks and uncertainties include, but are not
limited to: economic conditions; product demand and market
acceptance; ability to simplify aspects of our business model,
improve customer service, create new and desirable programming
content and interactive features, and achieve anticipated economies
of scale; government action; competition; the outcome of legal
proceedings; ability to achieve cost reductions; ability of third
parties to timely perform material contracts; ability to renew
programming
contracts under favorable terms; technological risk; limitations
on access to distribution channels; the success and timeliness of
satellite launches; in-orbit performance of satellites, including
technical anomalies; loss of uninsured satellites; theft of
satellite programming signals; and our ability to access capital to
maintain our financial flexibility. We urge you to consider these
factors carefully in evaluating the forward-looking statements.
About DIRECTV Group
The DIRECTV Group, Inc. (NASDAQ:DTV) is
the world’s leading provider of digital television entertainment
services. Through its subsidiaries and affiliated companies in the
United States, Brazil, Mexico and other countries in Latin America,
the DIRECTV Group provides digital television service to more than
18.3 million customers in the United States and over 5.9 million
customers in Latin America.
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