UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 1, 2014
Date of Report (Date of earliest event reported)
DIRECTV
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| | |
001-34554 | | 26-4772533 |
(Commission File Number) | | (IRS Employer Identification No.) |
2260 East Imperial Highway | | |
El Segundo, California | | 90245 |
(Address of principal executive offices) | | (Zip Code) |
(310) 964-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. Other Events.
On October 1, 2014, DIRECTV and the National Football League (“NFL”) jointly issued a press release announcing that they have entered into an agreement renewing and extending DIRECTV’s rights to exclusively distribute the NFL Sunday Ticket service (the “NFL Agreement”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to Section 6.1(d) of the Agreement and Plan of Merger by and among DIRECTV, AT&T Inc. (“AT&T”) and Steam Merger Sub LLC dated as of May 18, 2014, which was filed as Exhibit 2.1 to the Form 8-K of DIRECTV filed with the Securities and Exchange Commission (“SEC”) on May 19, 2014 (“Merger Agreement”), DIRECTV agreed to enter into a contract providing for exclusive distribution rights for “NFL Sunday Ticket” service substantially on the terms and conditions discussed between representatives of DIRECTV and AT&T. The failure by DIRECTV to enter into or maintain in effect such contract on such terms would have given AT&T a right to terminate the Merger Agreement or not consummate the merger provided for in such agreement. AT&T has confirmed to DIRECTV that the NFL Agreement satisfies the requirements of Section 6.1(d) of the Merger Agreement, so that AT&T no longer has the right of termination provided for in such Section. The Merger Agreement otherwise remains in effect in accordance with its terms, as summarized in the Form 8-K referred to above and in the DIRECTV proxy statement dated August 20, 2014 filed with the SEC on August 21, 2014.
This Current Report on Form 8-K includes certain statements that the Company believes 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 statements that include the phrases “estimates”, “believes” and “expects” or other similar 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| |
Exhibit Number | Description of Exhibit |
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99.1 | Press Release, dated October 1, 2014, jointly issued by DIRECTV and the National Football League |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | DIRECTV |
| | (Registrant) |
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Date: October 1, 2014 | | By: | | /s/ Larry D. Hunter | |
| | Name: | | Larry D. Hunter |
| | Title: | | Executive Vice President and General Counsel |
NFL and DIRECTV Extend NFL SUNDAY TICKET
In New Multi-Year Deal
New Agreements Also Renew NFL Network with TV Everywhere,
Expand DIRECTV’s Digital Rights and Continue Distribution of New DIRECTV FANTASY ZONE Channel
NEW YORK and EL SEGUNDO, Calif., Oct. 1, 2014 – The National Football League and DIRECTV have extended and expanded DIRECTV's exclusive rights to carry NFL SUNDAY TICKET and its package of every Sunday afternoon out-of-market game through a new multi-year agreement.
The new agreement also expands DIRECTV’s rights to stream NFL SUNDAY TICKET live on mobile devices and via broadband, known as NFL SUNDAY TICKET.TV, as previously announced.
Specific terms of the agreement were not disclosed.
Under the new pact, DIRECTV will also continue to broadcast its RED ZONE CHANNEL and its new DIRECTV FANTASY ZONE channel that debuted this season. In addition, DIRECTV and the NFL also extended their NFL Network distribution relationship with DIRECTV to offer its customers TV Everywhere access to NFL Network anytime, anywhere on virtually any device.
"We are pleased to continue our partnership with DIRECTV," said NFL Commissioner Roger Goodell. "DIRECTV and NFL SUNDAY TICKET have served our fans well for 20 years and continue to complement our broadcast television packages. We also appreciate DIRECTV's commitment to NFL Network, which it has carried since the channel launched in 2003."
“This new agreement is a testament to the terrific long-term relationship we have with the NFL and its millions of fans across the country,” said Mike White, chairman, president and CEO of DIRECTV. “NFL SUNDAY TICKET has always been the
-more-
NFL and DIRECTV Extend NFL SUNDAY TICKET
Page 2
centerpiece of DIRECTV’s sports leadership and we’re pleased to continue our relationship with the NFL and be a part of the League’s future growth and success.”
Under the new NFL SUNDAY TICKET agreement, DIRECTV will continue to offer all out-of-market Sunday afternoon games in HD. DIRECTV customers who purchase NFL SUNDAY TICKET MAX will also have access to the online/mobile service to watch their games on virtually any device; a Game Mix channel with up to eight games on one screen; both the RED ZONE CHANNEL and new DIRECTV FANTASY ZONE channel; and Short Cuts, which offers replays of each Sunday game in 30 commercial-free minutes.
The new DIRECTV FANTASY ZONE channel is devoted entirely to fantasy football and fields a team of fantasy experts offering real-time game-to-game fantasy analysis and statistics powered by NFL.com Fantasy.
About DIRECTV
DIRECTV (NASDAQ: DTV) is one of the world’s leading providers of digital television entertainment services delivering a premium video experience through state-of-the-art technology, unmatched programming and industry leading customer service to more than 38 million customers in the U.S. and Latin America. In the U.S., DIRECTV offers its over 20 million customers access to more than 195 HD channels and Dolby-Digital® 5.1 theater-quality sound, access to exclusive sports programming such as NFL SUNDAY TICKET™, Emmy-award winning technology and higher customer satisfaction than the leading cable companies for 14 years running. DIRECTV Latin America, through its subsidiaries and affiliated companies in Brazil, Mexico, Argentina, Venezuela, Colombia, and other Latin American countries, leads the pay TV category in technology, programming and service, delivering an unrivaled digital television experience to more than 18 million customers. 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 the most up-to-date information on DIRECTV, please visit www.directv.com.
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