Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DTV > SEC Filings for DTV > Form 8-K on 20-Nov-2013All Recent SEC Filings

Show all filings for DIRECTV | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DIRECTV


20-Nov-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or


Item 1.01. Entry into a Material Definitive Agreement.

Indenture

On November 20, 2013, DIRECTV Holdings LLC ("Holdings") and DIRECTV Financing Co., Inc. ("Finance Co." and collectively with Holdings, the "Issuers") completed their public offering of 350,000,000 aggregate principal amount of the Issuers' 5.200% senior notes due 2033 (the "Notes"). The Notes are governed by an Indenture, dated as of September 14, 2012 (the "Base Indenture"), among the Issuers, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented by the first supplemental indenture, dated as of September 14, 2012 (the "First Supplemental Indenture"), as further supplemented by the second supplemental indenture, dated as of January 15, 2013 (the "Second Supplemental Indenture"), as further supplemented by the third supplemental indenture, dated as of May 20, 2013 (the "Third Supplemental Indenture,") and as further supplemented by the fourth supplemental indenture, dated as of November 20, 2013 (the "Fourth Supplemental Indenture" and together with the Third Supplemental Indenture, the Second Supplemental Indenture, the First Supplemental Indenture and the Base Indenture, the "Indenture").

The Notes are unsecured senior obligations of the Issuers and rank equally in right of payment with all of the Issuers' existing and future senior debt and rank senior in right of payment to all of the Issuers' future subordinated debt, if any. The Notes are guaranteed (the "Guarantees" and, together with the Notes, the "Securities") by DIRECTV, Holdings' parent, and all of Holdings' material existing domestic subsidiaries and by certain of its future subsidiaries on a joint and several basis (the "Guarantors").

Among other things, the Indenture provides that the Notes are redeemable in whole or in part at the option of the Issuers at a redemption price equal to the greater of the principal amount of the Notes and a "make whole" price equal to the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed (excluding accrued and unpaid interest to the redemption date and subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date) discounted from their scheduled date of payment to the redemption date on an annual basis (ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International Capital Market Association)) using a discount rate equal to the Comparable Government Bond Rate (as defined in the Fourth Supplemental Indenture) plus 25 basis points, plus accrued and unpaid interest, if any, to the date of redemption.

The Indenture contains customary covenants, including restrictions on the ability of Holdings or any of its subsidiaries to create liens and on the ability of Holdings and certain Guarantors to consolidate, merge or convey or transfer substantially all of their assets. The Indenture also contains customary events of default and provides that any Guarantor may be automatically released from its obligations under the terms specified in the Indenture.

The net proceeds from this offering were approximately 346 million (approximately $553 million), based on the Sterling/U.S. $ rate of exchange as of November 13, 2013, after expenses and underwriting commissions. The Issuers intend to use the net proceeds from this offering for general corporate purposes, which may include a distribution to DIRECTV, Holdings' parent, for its share repurchase plan or for other corporate purposes. Interest accrues on the Notes from November 20, 2013 and interest will be paid annually in cash in arrears on November 18 of each year commencing on November 18, 2014. The press release announcing the closing is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


The Notes were offered and sold by the Issuers pursuant to a registration statement on Form S-3 (File No. 333-190407) (the "Registration Statement").

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, which is filed as Exhibit 4.1 to DIRECTV's Current Report on Form 8-K filed September 14, 2012, to the full text of the First Supplemental Indenture, which is filed as Exhibit 4.2 to DIRECTV's Current Report on Form 8-K filed September 14, 2012, to the full text of the Second Supplemental Indenture, which is filed as Exhibit 4.1 to DIRECTV's Current Report on Form 8-K filed January 15, 2013, the full text of the Third Supplemental Indenture, which is filed as Exhibit 4.1 to DIRECTV's Current Report on Form 8-K filed May 20, 2013 and the full text of the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 hereto. Each of the foregoing documents is incorporated by reference herein.

In connection with the offering of the Notes, the Issuers are filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Securities. Such opinion is incorporated by reference into the Registration Statement.



Item 2.03. Creation of a Direct Financial Obligation.

The disclosure under Item 1.01 above under the heading "Indenture" of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.                                Description
4.1           Fourth Supplemental Indenture, dated as of November 20, 2013, by and
              among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the
              guarantors signatory thereto and The Bank of New York Mellon Trust
              Company, N.A., as trustee.
4.2           Form of 5.200% Notes due 2033 (included in Exhibit 4.1).
5.1           Opinion of Weil, Gotshal and Manges LLP.
99.1          Press Release, dated November 20, 2013.


  Add DTV to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DTV - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.