DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. Announce 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 11, 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 that they have commenced a cash tender offer (the "Tender Offer") for up to $1,400,000,000 in aggregate principal amount (as such amount may be increased or decreased at the sole discretion of the Company, including, to the extent elected by the Company, in its sole discretion, which election may be made at any time on or after the Early Tender Deadline (as defined below), to decrease such amount to the amount of Early Date Tenders (as defined below), 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 following table summarizes the material pricing terms for the Tender Offer Consideration (as defined below).

(1) The page on Bloomberg from which the dealer managers for the Tender Offer will quote the bid-side price of the Reference U.S. Treasury Security (as defined below).
(2) Per $1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by us.

The Tender Offer will expire at 5:00 p.m. New York City time, on June 9, 2026, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders who validly tender (and do not validly withdraw) their Notes on or prior to the Early Tender Deadline, which is 5:00 p.m. New York City time, on May 22, 2026 (the "Early Tender Deadline"), and whose Notes are accepted for purchase will be entitled to receive a total consideration per $1,000 principal amount of Notes (the "Total Consideration"), determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above, plus the yield of the U.S. Treasury Security specified in the table above (the "Reference U.S. Treasury Security"), based on the bid-side price of the Reference U.S. Treasury Security as quoted on the Bloomberg Reference Page specified in the table above, calculated as of 11:00 a.m., New York City time, on May 26, 2026, unless extended or the Tender Offer is earlier terminated by the Company. The Total Consideration includes an early tender premium of $30 per $1,000 principal amount of Notes validly tendered and accepted for purchase at or prior to the Early Tender Deadline, together with any accrued and unpaid interest from the most recent interest payment date on the Notes up to, but not including, the payment date for such Notes ("Accrued Interest"). Holders who validly tender their Notes after the Early Tender Deadline and on or prior to the Expiration Time will be entitled to receive the Total Consideration less the Early Tender Premium (the "Purchase Price" and together with the Total Consideration, as applicable, the "Tender Offer Consideration"), together with any Accrued Interest. Notes tendered in the Tender Offer may be withdrawn at any time until 5:00 p.m. New York City time, on May 22, 2026 (the "Withdrawal Deadline"). No withdrawals will be permitted following the Withdrawal Deadline, unless required by applicable law.

Notes tendered may be subject to proration. A separate tender must be submitted on behalf of each Holder due to potential proration. Notes tendered at or prior to the Early Tender Deadline (the "Early Date Tenders") will be accepted before any Notes tendered after the Early Tender Deadline.

To the extent proration occurs in the Tender Offer, the Company will only accept Notes, with appropriate adjustments, up to the Maximum Aggregate Principal Amount. All Notes not accepted as a result of proration or otherwise will be rejected and returned to Holders.

The Total Consideration plus Accrued Interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase may be elected to be paid by the Company in same day funds promptly following the Early Tender Deadline (the "Early Settlement Date"). The Company expects the Early Settlement Date to be May 27, 2026, the second business day following the Early Tender Deadline for tendered and accepted Notes. The Purchase Price plus Accrued Interest for Notes that are validly tendered after the Early Tender Deadline and at or prior to the Expiration Time and accepted for purchase will be paid by the Company in same day funds promptly following the Expiration Time (the "Final Settlement Date"). The Company expects the Final Settlement Date to be June 11, 2026, the second business day following the Expiration Time, for tendered and accepted Notes assuming the Maximum Aggregate Principal Amount is not purchased on the Early Settlement Date.

The Tender Offer is subject to the satisfaction or waiver of a number of conditions that are set forth in the Offer to Purchase, including, without limitation, the Company having available funds, including gross proceeds (prior to accounting for any issue discount) of at least $1,400,000,000 from a debt financing transaction with a maturity in 2032, on terms and conditions satisfactory to the Company, in an amount that is sufficient, together with cash on hand, to pay the Tender Offer Consideration with respect to Notes tendered (and not validly withdrawn) and accepted in the Tender Offer, up to the Maximum Aggregate Principal Amount, Accrued Interest and all related fees and expenses, and certain other customary conditions. 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 Tender Offer is not conditioned upon any minimum amount of Notes being tendered.

To the extent permitted by applicable law and whether or not the Tender Offer is consummated, the Company and its affiliates may from time to time following the Expiration Time 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, on terms that may be more or less favorable to holders of Notes than the terms of the Tender Offer. Any future purchases, repurchases or redemptions by the Company or its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or its affiliates may choose to pursue in the future.

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 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 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, 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
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SOURCE DirecTV