DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. Announce Tender Offer for Up to $1,500,000,000 in Aggregate Principal Amount of Their 5.875% Senior Notes Due 2027

EL SEGUNDO, Calif., Sept. 3, 2025 /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 $1,500,000,000 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 Notes due 2027 (the "Notes"), upon the terms and conditions described in the Company's Offer to Purchase dated September 3, 2025 (as amended or supplemented, the "Offer to Purchase"). In connection with the Tender Offer, and substantially concurrently with the consummation thereof, the Company intends to reduce the amounts outstanding under its 2027 term loan facility, which repayment may be done with $250 million of cash on hand and draws under the Company's revolving credit facility. The timing and extent of the repayment will be subject to the outcome of the Tender Offer and the proposed debt financing transaction. As of June 30, 2025, the amounts outstanding under the 2027 term loan facility were $262.25 million.

The following table summarizes the material pricing terms for the Tender Offer Consideration (as defined below) for each $1,000 principal amount of Notes.

The Tender Offer will expire at 5:00 p.m. New York City time, on October 1, 2025, 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 September 16, 2025 (the "Early Tender Deadline"), and whose Notes are accepted for purchase will be entitled to receive a total consideration of $1,005 per $1,000 principal amount of Notes (the "Total Consideration"), which includes an early tender premium of $50 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 consideration of $955 per $1,000 principal amount of Notes validly tendered and accepted for purchase (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 September 16, 2025 (the "Withdrawal Deadline"). No withdrawals will be permitted following the Withdrawal Deadline, unless required by applicable law.

Notes tendered may be subject to 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 Tender Offer 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 September 18, 2025, the second business day following the Early Tender Deadline for tendered and accepted Notes. The Tender Offer Consideration 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 October 3, 2025, 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 $1,500,000,000 from a debt financing transaction with a maturity in 2030, 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 Goldman Sachs & Co. LLC and TPG Capital BD, LLC as Dealer Managers for the Tender Offer. Copies of the Offer to Purchase are available at https://deals.is.kroll.com/directv and may be obtained from Kroll Issuer Services (US), the Tender Agent and Information Agent, by email to [email protected] or by phone at (877) 665-9276. Please direct questions regarding the Tender Offer to Goldman Sachs & Co. LLC at (800) 828-3182 or (917) 343-9668 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 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, 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.

SOURCE DIRECTV