UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 22, 2009
DIRECTV HOLDINGS LLC
DIRECTV FINANCING CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-106529 |
| DIRECTV Holdings LLC - 25-1902628 |
(Commission File Number) |
| (IRS Employer Identification No.) |
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2230 East Imperial Highway |
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El Segundo, California |
| 90245 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(310) 964-5000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
On September 22, 2009, DIRECTV Holdings LLC (“Holdings”) and DIRECTV Financing Co., Inc. (“Finance Co.” and collectively with Holdings, the “Co-Issuers”), which are wholly-owned subsidiaries of The DIRECTV Group, Inc., closed their previously announced offering of $1.0 billion aggregate principal amount of 4-3/4% Senior Notes due October 1, 2014 (the “5-Year Senior Notes”) and $1.0 billion aggregate principal amount of 5-7/8% Senior Notes due October 1, 2019 (the “10-Year Senior Notes” and collectively, with the 5-Year Senior Notes, the “Senior Notes”). The Senior Notes are unsecured and are guaranteed by each of Holdings’ material existing and certain of its future domestic subsidiaries (other than Finance Co.) (collectively, the “Guarantors”). The Co-Issuers received approximately $1.977 billion in net proceeds from the offering. The Senior Notes bear interest payable semiannually in cash in arrears on April 1 and October 1 of each year commencing on April 1, 2010.
In connection with the offering of the Senior Notes, the Co-Issuers and the Guarantors entered into an indenture governing the Senior Notes with The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), for the benefit of holders of each of the Senior Notes. Among other things, the Indenture provides that the Senior Notes are redeemable in whole or in part, at any time by paying the greater of (i) the principal amount of the Senior Notes and (ii) a “make whole” payment at a discount rate equal to the U.S. Treasury rate plus 40 basis points, in each case plus accrued and unpaid interest to the date of redemption.
The Indenture also contains certain covenants which restrict the ability of the Co-Issuers and certain of Holdings’ subsidiaries, including the Guarantors, to, among other things, create certain liens; engage in certain sale leaseback transactions; and merge, consolidate or sell substantially all of its or their assets. If the Co-Issuers or the Guarantors fail to comply with such covenants, the trustee or holders of 25% in aggregate principal amount of the Senior Notes could determine to accelerate the payment of the obligations under the Senior Notes. If certain other events of default relating to bankruptcy and insolvency occur, the Senior Notes could be immediately due and payable.
The Senior Notes were sold pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and have not been registered in the United States under the Securities Act or in any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. However, the Co-Issuers and the Guarantors have also executed a registration rights agreement with the initial purchasers of the Senior Notes, dated as of September 22, 2009 (the “Registration Rights Agreement”), in which the Co-Issuers and the Guarantors have agreed to use their reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the Senior Notes for a new issue of substantially identical debt securities registered under the Securities Act.
The Indenture and the Registration Rights Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively. The foregoing description of each such agreement is qualified in its entirety by reference to the actual agreement.
The net proceeds from the offering will be used for general corporate purposes, including the repurchase of the Co-Issuers 8-3/8 Senior Notes due 2013 and may include a distribution to The DIRECTV Group, Inc. for the repayment of certain debt due in the future or other corporate purposes.
ITEM 9.01 Financial Statements and Exhibits
(d) |
| Exhibits. |
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10.1 |
| Indenture, dated as of September 22, 2009, 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. |
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10.2 |
| Registration Rights Agreement, dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and the Initial Purchasers named therein. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| DIRECTV Holdings LLC | |
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| (Registrant) | |
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Date: September 25, 2009 |
| By: | /s/ Keith U. Landenberger |
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| Name: | Keith U. Landenberger |
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| Title: | Senior Vice President, |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| DIRECTV Financing Co., Inc. | |
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| (Registrant) | |
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Date: September 25, 2009 |
| By: | /s/ Keith U. Landenberger |
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| Name: | Keith U. Landenberger |
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| Title: | Senior Vice President, |
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EXHIBIT INDEX
Exhibit No. |
| Exhibit |
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10.1 |
| Indenture, dated as of September 22, 2009, 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. |
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10.2 |
| Registration Rights Agreement, dated as of September 22, 2009, by and among DIRECTV Holdings LLC, DIRECTV Financing Co., Inc., the Guarantors signatory thereto and the Initial Purchasers named therein. |
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