DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. Announce Early Results and Upsizing of Cash Tender Offer for 5.875% Senior Notes Due 2027

EL SEGUNDO, Calif., Sept. 16, 2025 /PRNewswire/ -- The following statement is being issued by Kroll Issuer Services regarding DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc.

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 early results of the previously announced tender offer (the "Tender Offer") to purchase up to an amended $1,600,000,000 (the "Maximum Aggregate Principal Amount") of the outstanding notes listed in the table below (the "Notes"). The Company has amended the terms of the Tender Offer to increase the Maximum Aggregate Principal Amount from $1,500,000,000 to $1,600,000,000.

The Tender Offer is being made pursuant to the terms and subject to the conditions set forth in the offer to purchase dated September 3, 2025, as modified by this press release (the "Offer to Purchase"). Except as described in this press release, all other terms and conditions of the Tender Offer remain unchanged and are described in the Offer to Purchase. The Financing Condition for the Tender Offer as described in the Offer to Purchase is expected to be satisfied as of September 19, 2025.  As such, the Early Settlement Date, which was previously expected to be on September 18, 2025, subject to, among other things, the satisfaction of the Financing Condition, is now expected to occur on September 19, 2025. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

According to the information provided by Kroll Issuer Services (US), $2,712,314,000 in aggregate principal amount of the Notes were validly tendered and not validly withdrawn as of the Early Tender Deadline as set forth in the table below.

(1)     As reported by Kroll Issuer Services (US), the tender and information agent for the Tender Offer.

Although the Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on October 1, 2025, because the total aggregate principal amount of the Notes validly tendered and not validly withdrawn prior to the Early Tender Deadline exceeds the Maximum Aggregate Principal Amount,  the Company does not expect to accept any further tenders of Notes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 Company will accept for purchase up to the Maximum Aggregate Principal Amount of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline, and accordingly tendered Notes will be subject to proration, at a proration factor of approximately 59%, as further described in the Offer to Purchase. Notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account or otherwise returned to the holder without cost.

Holders of Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be eligible to receive the Total Consideration of $1,005 per $1,000 principal amount of Notes, which includes an Early Tender Premium of $50 per $1,000 principal amount of Notes.

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 August 15, 2025, the last interest payment date on their Notes, up to, but not including, the Early Settlement Date, which is currently expected to be September 19, 2025. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on September 16, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).

Notes that have been validly tendered and not validly withdrawn at or before the Early Tender Deadline and are accepted in the Tender Offer will be purchased, retired and cancelled by the Company on the Early Settlement Date.

Goldman Sachs & Co. LLC and TPG Capital BD, LLC are the Dealer Managers for the Tender Offer. Kroll Issuer Services (US) is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact Goldman Sachs & Co. LLC at +1 (800) 828-3182 (toll free) or +1 (917) 343-9668 (collect) or TPG Capital BD, LLC at (415) 743-1607. Copies of the Offer to Purchase are available at https://deals.is.kroll.com/directv and questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Kroll Issuer Services (US) at (877) 665-9276 (domestic) or (646) 825-3836 (international) or email [email protected].

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 manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.  None of the Company, the Dealer Manager, the Tender Agent and Information 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 and the satisfaction of the Financing Condition. 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.

SOURCE DIRECTV