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DIRECTV Holdings LLC Commences Fixed Price Cash Tender Offer For 8 3/8% Senior Notes Due 2013
Monday, September 14, 2009 11:53 AM


(Source: Business Wire)trackingDIRECTV Holdings LLC (the "Company"), a wholly owned subsidiary of The DIRECTV Group, Inc. (NASDAQ: DTV), announced today that it has commenced a fixed price cash tender offer for any and all of its outstanding $910 million in aggregate principal amount of its 8 3/8% Senior Notes due 2013 (CUSIP No. 25459HAB1) (the "Notes").

The consideration for the Notes tendered and accepted for payment pursuant to the offer is $1,031.25 per $1,000 principal amount of the Notes (the "Notes Consideration"). In addition, the Company will pay all accrued and unpaid interest on the Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). The offer will expire at 11:59 P.M., New York City time, on Monday, September 21, 2009, unless extended or earlier terminated (the "Expiration Time"). Tenders of the Notes may be withdrawn prior to the Expiration Time. To receive the Notes Consideration, holders of Notes must validly tender their Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Notes purchased pursuant to the offer in same-day funds promptly after the Expiration Time (the "Settlement Date"), which is expected to be on Tuesday, September 22, 2009. The Company expects to use available cash and cash from a private placement of debt securities to pay for the Notes.

The tender offer is conditioned upon, among other things, consummation of a private placement of debt securities. Additional terms and conditions of the tender offer are set forth in the Offer to Purchase and the related Letters of Transmittal dated September 14, 2009. This press release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer. The Company is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letters of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

None of the Company or its affiliates, the Dealer Managers, the Depositary or the Information Agent is making any recommendation as to whether or not holders should tender their Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letters of Transmittal that are being sent to holders of the Notes. Holders are urged to read the tender offer documents carefully when they become available.



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