Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus
Supplement dated March 7, 2011
Registration No. 333-172641
March 7, 2011
Pricing Term Sheet
DIRECTV Holdings LLC
DIRECTV Financing Co., Inc.
3.500% Senior Notes due 2016
Issuers: |
| DIRECTV Holdings LLC DIRECTV Financing Co., Inc. |
Principal Amount: |
| $1,500,000,000 |
Maturity: |
| March 1, 2016 |
Coupon: |
| 3.500% |
Price to Public: |
| 99.811% |
Yield to maturity: |
| 3.542% |
Spread to Benchmark Treasury: |
| +135 basis points |
Benchmark Treasury: |
| 2.125% due 02/29/2016 |
Benchmark Treasury Spot and Yield: |
| 99-22; 2.192% |
Interest Payment Dates: |
| Semi-annually on March 1 and September 1, commencing September 1, 2011 |
Make-whole call: |
| At any time at a discount rate of Treasury plus 20 basis points |
Trade Date: |
| March 7, 2011 |
Settlement Date: |
| March 10, 2011 (T+3) |
Denominations: |
| $2,000 x $1,000 |
CUSIP: |
| 25459H AY1 |
Ratings: |
| Moody’s: Baa2; S&P: BBB; Fitch: BBB- Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Joint Bookrunners: |
| Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated Barclays Capital Inc. RBS Securities Inc. UBS Securities LLC |
Co-Managers: |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Santander Investment Securities Inc. BBVA Securities Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Mitsubishi UJF Securities (USA), Inc. Mizuho Securities USA Inc. HSBC Securities (USA) Inc. Lloyds Securities Inc. U.S. Bancorp Investments, Inc. |
Pricing Term Sheet
DIRECTV Holdings LLC
DIRECTV Financing Co., Inc.
5.000% Senior Notes due 2021
Issuers: |
| DIRECTV Holdings LLC DIRECTV Financing Co., Inc. |
Principal Amount: |
| $1,500,000,000 |
Maturity: |
| March 1, 2021 |
Coupon: |
| 5.000% |
Price to Public: |
| 99.559% |
Yield to maturity: |
| 5.057% |
Spread to Benchmark Treasury: |
| +155 basis points |
Benchmark Treasury: |
| 3.625% due 02/15/2021 |
Benchmark Treasury Spot and Yield: |
| 100-31+; 3.507% |
Interest Payment Dates: |
| Semi-annually on March 1 and September 1, commencing September 1, 2011 |
Make-whole call: |
| At any time at a discount rate of Treasury plus 25 basis points |
Trade Date: |
| March 7, 2011 |
Settlement Date: |
| March 10, 2011 (T+3) |
Denominations: |
| $2,000 x $1,000 |
CUSIP: |
| 25459H BA2 |
Ratings: |
| Moody’s: Baa2; S&P: BBB; Fitch: BBB- Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Joint Bookrunners: |
| Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated Barclays Capital Inc. RBS Securities Inc. UBS Securities LLC |
Co-Managers: |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Santander Investment Securities Inc. BBVA Securities Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Mitsubishi UJF Securities (USA), Inc. Mizuho Securities USA Inc. HSBC Securities (USA) Inc. Lloyds Securities Inc. U.S. Bancorp Investments, Inc. |
Pricing Term Sheet
DIRECTV Holdings LLC
DIRECTV Financing Co., Inc.
6.375% Senior Notes due 2041
Issuers: |
| DIRECTV Holdings LLC DIRECTV Financing Co., Inc. |
Principal Amount: |
| $1,000,000,000 |
Maturity: |
| March 1, 2041 |
Coupon: |
| 6.375% |
Price to Public: |
| 99.949% |
Yield to maturity: |
| 6.379% |
Spread to Benchmark Treasury: |
| +175 basis points |
Benchmark Treasury: |
| 4.250% due 11/15/2040 |
Benchmark Treasury Spot and Yield: |
| 93-29; 4.629% |
Interest Payment Dates: |
| Semi-annually on March 1 and September 1, commencing September 1, 2011 |
Make-whole call: |
| At any time at a discount rate of Treasury plus 30 basis points |
Trade Date: |
| March 7, 2011 |
Settlement Date: |
| March 10, 2011 (T+3) |
Denominations: |
| $2,000 x $1,000 |
CUSIP: |
| 25459H AZ8 |
Ratings: |
| Moody’s: Baa2; S&P: BBB; Fitch: BBB- Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Joint Bookrunners: |
| Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated Barclays Capital Inc. RBS Securities Inc. UBS Securities LLC |
Co-Managers: |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC Santander Investment Securities Inc. BBVA Securities Inc. Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Mitsubishi UJF Securities (USA), Inc. Mizuho Securities USA Inc. HSBC Securities (USA) Inc. Lloyds Securities Inc. U.S. Bancorp Investments, Inc. |
As Adjusted Financial Information:
After giving effect to this offering of notes (and prior to any application of the proceeds therefrom), as of December 31, 2010, our total long-term indebtedness would have been $14,462 million.
The issuers have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at (800) 221-1037 or calling Morgan Stanley & Co. Incorporated toll-free at (866) 718-1649.
