DIRECTV Holdings LLC & DIRECTV Financing Co., Inc. Close Offering of $1.25 Billion Senior Notes & Announces Redemption of 4.7...
March 20 2014 - 9:00AM
Business Wire
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc.
(collectively, the “Issuers”), indirect subsidiaries of DIRECTV
(NASDAQ:DTV), announced today the closing of their public offering
of $1.25 billion aggregate principal amount of 4.450% Senior Notes
due 2024 (the “Notes”). The Issuers gave notice of their intention
to redeem any and all outstanding aggregate principal amount of
their 4.750% Senior Notes due 2014 (the “2014 Notes”) on April 24,
2013 (the “Redemption Date”). The 2014 Notes will be redeemed at a
price based on the remaining scheduled payments of principal and
interest using a discount rate equal to the Treasury Rate (as
defined in the indenture governing the 2014 Notes) in effect as of
April 21, 2014, plus 40 basis points, together with accrued and
unpaid interest, if any, to the Redemption Date. The aggregate
principal amount of the Notes outstanding on March 20, 2013, was
$1,000,000,000.
The Issuers have instructed The Bank of New York Mellon Trust
Company, N.A., as trustee for the 2014 Notes, to distribute a
Notice of Redemption to all registered holders of the 2014 Notes on
March 25, 2014. The Issuers intend to use the net proceeds from the
offering of the Notes to redeem the 2014 Notes as well as for
general corporate purposes, which may include a distribution to
DIRECTV for purposes of funding repurchases under its share
repurchase program and other corporate purposes.
The Issuers have filed a registration statement on Form S-3
(including a prospectus) with the Securities and Exchange
Commission (“SEC”) for the offering of the Notes. Interested
parties should read the prospectus in that registration statement,
the prospectus supplement for the offering of the Notes and the
other documents that the Issuers have filed with the SEC that are
incorporated by reference into the prospectus supplement for more
complete information about the Issuers and the offering of the
Notes. These documents are available at no charge by visiting EDGAR
on the SEC web site at www.sec.gov. Alternatively, copies of the
prospectus and preliminary prospectus supplement relating to the
offering will be made available by any underwriter or dealer
participating in the offering to interested parties who make a
request by calling toll free Barclays Capital Inc. at
1-888-603-5847, or Citigroup Global Markets Inc. at 1-800-831-9146,
or Goldman, Sachs & Co. at 1-866-471-2526 or UBS Securities LLC
at 1-877-827-6444, ext. 5613884.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTSNOTE: This press 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 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: increased competition; increasing
programming costs and our ability to renew programming contracts
under favorable terms; increased subscriber churn or subscriber
upgrade and retention costs; potential material increase in
subscriber acquisition costs; general economic conditions;risks
associated with doing business internationally, which for
DIRECTV Latin America include political and economic
instability and foreign currency exchange rate volatility and
controls; pace of technological development; potential intellectual
property infringement; loss of key personnel; satellite
construction or launch delays; satellite launch and operational
risks; loss of a satellite; theft of satellite programming signals;
U.S. and foreign governmental and regulatory action; ability to
maintain licenses and regulatory approvals; significant debt;
indemnification obligations; forgoing transactions to avoid
significant tax-related liabilities; reliance on network and
information systems; and the outcome of legal proceedings. We may
face other risks described from time to time in periodic reports
filed by us with the U.S. Securities and Exchange
Commission.
About DIRECTVDIRECTV (NASDAQ:DTV) is one of the
world's leading providers of digital television entertainment
services. Through its subsidiaries and affiliated companies
in the United States, Brazil, Mexico and other
countries in Latin America, DIRECTV provides digital
television service to 20.25 million customers in the United
States and 17.59 million customers in Latin
America. DIRECTV sports and entertainment properties
include two regional sports networks (Rocky
Mountain and Pittsburgh) and minority ownership interests
in Root Sports Northwest and Game Show Network. For more
information on DIRECTV, visit directv.com.
For DIRECTV:Media Contact:Darris Gringeri,
212-205-0882orInvestor Relations:310-964-0808
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