DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. Announce Consideration for Tender Offer for Up to $1,400,000,000 in Aggregate Principal Amount of Their 5.875% Senior Secured Notes Due 2027

EL SEGUNDO, Calif., May 26, 2026 /PRNewswire/ -- DIRECTV Financing, LLC, a Delaware limited liability company ("DIRECTV Financing") and DIRECTV Financing Co-Obligor, Inc., a Delaware corporation and wholly owned direct subsidiary of DIRECTV Financing (the "Co-Issuer", and together with DIRECTV Financing, the "Company") today announced the consideration payable in respect of the previously announced cash tender offer (the "Tender Offer") for up to $1,400,000,000 in aggregate principal amount (the "Maximum Aggregate Principal Amount") of 5.875% Senior Secured Notes due 2027 (the "Notes"), upon the terms and conditions described in the Company's Offer to Purchase dated May 11, 2026 (as amended or supplemented, the "Offer to Purchase").

The consideration (the "Total Consideration") of $1,003.20 per $1,000 principal amount of Notes that were validly tendered at or prior to the Early Tender Deadline (as defined below) and are accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table below plus the yield of 3.812%, which is based on the bid-side price of the U.S. Treasury security specified in the table below, as quoted on the Bloomberg Reference Page specified in the Offer to Purchase, calculated as of 11:00 a.m., New York City time, on May 26, 2026, and includes an early tender premium of $30 per $1,000 principal amount of Notes (the "Early Tender Premium"). All payments for Notes purchased in connection with the Early Tender Deadline will also include accrued and unpaid interest on the principal amount of Notes tendered and accepted for purchase from February 15, 2026, the last interest payment date on their Notes, up to, but not including, the Early Settlement Date, which is currently expected to be May 27, 2026.

Only holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline, and whose Notes have been accepted for purchase, will receive the Total Consideration (which includes the Early Tender Premium). Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 9, 2026, because the total aggregate principal amount of the Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline exceeds the Maximum Aggregate Principal Amount, the Company does not expect to accept any further tenders of Notes following the Early Tender Deadline.

The Early Tender Deadline was 5:00 p.m., New York City time, on May 22, 2026.

The settlement date for Notes validly tendered as of the Early Tender Deadline and accepted for purchase (the "Early Settlement Date") is expected to occur on May 27, 2026, the second business day following the Early Tender Deadline, subject to the terms and conditions specified in the Offer to Purchase, including the satisfaction of the Financing Condition and the other conditions specified therein. The Company reserves the absolute right, in its sole discretion and subject to applicable law, to waive any of the conditions of the Tender Offer. There can be no assurance that any of the conditions to the Tender Offer will be satisfied.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and remain unchanged.

The Company has engaged UBS Investment Bank and TPG Capital BD, LLC as Dealer Managers for the Tender Offer. Copies of the Offer to Purchase are available at https://projects.sodali.com/directv and may also be obtained from Morrow Sodali International LLC, trading as Sodali & Co. ("Sodali & Co"), the Information and Tender Agent, by email to [email protected] or by phone at +1 203 658 9457 (Stamford) or +44 20 4513 6933 (London). Please direct questions regarding the Tender Offer to UBS Investment Bank at (212) 882-5723 or (833) 690-0971 or TPG Capital BD, LLC at (415) 743-1607.

This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell the Notes. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Company, the Dealer Managers, the Information and Tender Agent, nor any of their respective affiliates, managers, boards of directors or similar governing bodies is making any recommendation as to whether or not holders should tender their Notes in connection with the Tender Offer, and neither the Company nor any other person has authorized any person to make any such recommendation. In addition, this press release is not an offer to sell or the solicitation to buy any securities.

This release contains forward-looking statements with respect to the timing and principal amount of the Notes to be purchased in the Tender Offer, including certain terms and conditions of the Tender Offer, the Company's proposed debt financing transaction, and the Company's ability to acquire any Notes that remain outstanding through open market purchases, privately negotiated transactions, one or more additional tender offers, one or more exchange offers, redemptions, or otherwise. Forward-looking statements can be identified by words such as "intends," "will," "may," "expects," and similar references to future periods, although not all forward-looking statements include these identifying words. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. A number of factors could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, those that are set forth in the Offer to Purchase. Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons. Other unknown or unpredictable factors also could have a material adverse effect on the Company's business, financial condition and results of operations. In light of the significant risks and uncertainties inherent in forward-looking statements, you should not place undue reliance on forward-looking statements, which reflect the Company's views only as of the date of this release. Except as required by law, neither the Company nor any of its affiliates or representatives undertake any obligation to provide additional information or to correct or update any information set forth in this release, whether as a result of new information, future developments or otherwise.

About DIRECTV
DIRECTV is a premier provider of digital television entertainment in the United States. With a diverse range of programming options and cutting-edge technology, DIRECTV delivers a world-class viewing experience to millions of subscribers. Our commitment to innovation and customer satisfaction keeps us at the forefront of the entertainment industry while providing customers with greater choice, flexibility and control.

For more information, contact: 

DIRECTV Investor Relations
Email: [email protected]

DIRECTV Communications
Email: [email protected]

SOURCE DirecTV