Obligation DirecTV Group 4.45% ( US25459HBL87 ) en USD

DirecTV Group

100 % ▼

Etas-Unis

US25459HBL87 ( en USD )

4.45% par an ( paiement semestriel )

31/03/2024 - Obligation échue

Prospectus brochure de l'obligation DIRECTV Holdings US25459HBL87 en USD 4.45%, échue

1 000 USD

1 250 000 000 USD

25459HBL8

N/A

DIRECTV Holdings, Inc. est une société américaine de télévision par satellite fournissant des services de divertissement vidéo et audio à des clients résidentiels et commerciaux aux États-Unis, en Amérique latine et dans les Caraïbes, opérant principalement sous les marques DIRECTV et AT&T.

L'Obligation émise par DirecTV Group ( Etas-Unis ) , en USD, avec le code ISIN US25459HBL87, paye un coupon de 4.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2024

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
424B2 1 a2219093z424b2.htm 424B2
Use these links to rapidly review the document
Table of Contents
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee

4.450% Senior Notes due 2024

$1,250,000,000

$161,000.001

Guarantees of 4.450% Senior Notes due 20242

--

--

1
Calculated in in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act").
2
Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees.
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-190407
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 6, 2013)
DIRECTV Holdings LLC
DIRECTV Financing Co., Inc.
$1,250,000,000 4.450% Senior Notes due 2024
The 4.450% Senior Notes will mature on April 1, 2024 (the "notes"). Interest will accrue on the notes from March 20, 2014. The issuers of the notes, DIRECTV Holdings LLC, or
DIRECTV Holdings, and DIRECTV Financing Co., Inc., or DIRECTV Financing, will pay interest on the notes on April 1 and October 1 of each year, beginning on October 1, 2014.
Prior to January 1, 2024 (three months prior to the maturity date), we may redeem some or al of the notes at a "make-whole" price described in "Description of Notes--Optional
redemption" in this prospectus supplement. On or after January 1, 2024 (three months prior to the maturity date), we may redeem the notes in whole or in part, at our option, at a redemption
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any to the date of redemption as described under "Description of Notes--Optional redemption." As
described under "Description of Notes--Change of control and rating decline," if DIRECTV Holdings experiences specific kinds of changes of control accompanied by a rating decline, it
will be required to offer to purchase the notes from holders.
The notes and the guarantees will be the unsecured senior obligations of the issuers and the guarantors and will rank equally in right of payment with al of the issuers' and the guarantors'
existing and future senior debt and will rank senior in right of payment to all of the issuers' and the guarantors' future subordinated debt, if any. The notes will be guaranteed by DIRECTV,
the parent company of the issuers, and DIRECTV Holdings' material existing and certain of its future domestic subsidiaries (other than DIRECTV Financing, which is a co-issuer of the
notes). The notes are effectively subordinated to any obligations secured by liens, to the extent of the value of the assets subject to those liens.
The notes will not be listed on any exchange or quoted on any automated dealer quotation system. Currently, there is no public market for the notes.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-13 herein for a discussion of factors you should consider
carefully before investing in the notes.
1 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Proceeds to
Price to
Underwriters'
Us Before

Investors

Discount

Expenses

Per note due 20241

99.630%
0.450%
99.180%
Total
$
1,245,375,000 $
5,625,000 $
1,239,750,000
1
Plus accrued interest, if any, from March 20, 2014, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company and its participants on or about March 20, 2014.
Joint Book-Running Managers
Barclays
Citigroup
Goldman, Sachs & Co.
UBS Investment Bank

Co-Managers
BBVA
BofA Merrill Lynch
Credit Agricole CIB
Credit Suisse
Mitsubishi UFJ
Deutsche Bank Securities
J.P. Morgan
Lloyds Securities

Securities
Mizuho Securities

Morgan Stanley
RBC Capital Markets
RBS
Santander
SMBC Nikko
US Bancorp
Wells Fargo Securities
2 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
Table of Contents

Page

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1

WHERE YOU CAN FIND MORE INFORMATION
S-1

INCORPORATION BY REFERENCE
S-2

MARKET DATA
S-2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-2

SUMMARY
S-4

RISK FACTORS
S-13

USE OF PROCEEDS
S-18

CAPITALIZATION
S-19

DESCRIPTION OF OTHER INDEBTEDNESS
S-20

DESCRIPTION OF NOTES
S-23

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
S-45

UNDERWRITING
S-51

LEGAL MATTERS
S-54

EXPERTS
S-54
PROSPECTUS

ABOUT THIS PROSPECTUS

1

WHERE YOU CAN FIND MORE INFORMATION

1

INCORPORATION BY REFERENCE

2

PROSPECTUS SUMMARY

3

RISK FACTORS

5

FORWARD-LOOKING STATEMENTS

5

RATIO OF EARNINGS TO FIXED CHARGES

7

USE OF PROCEEDS

7

DESCRIPTION OF SECURITIES

7

PLAN OF DISTRIBUTION

7

LEGAL MATTERS

8

EXPERTS

8
3 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
S-i
4 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the
prospectus. The second part, the accompanying prospectus, gives more general information, some of which does not apply to this offering.
If the description of this offering or the notes or any other information varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information contained in or incorporated by reference into this prospectus supplement.
You should also read and consider the additional information under the captions "Where you can find more information" and "Incorporation
by reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the
accompanying prospectus and in any free writing prospectus with respect to the offering filed by us with the U.S. Securities and
Exchange Commission, or the SEC. We have not, and the underwriters have not, authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent information, you should not rely on it. We do not, and the
underwriters and their affiliates do not, take any responsibility for, and can provide no assurance as to the information others may
give you. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any free
writing prospectus with respect to the offering filed by us with the SEC and the documents incorporated by reference herein and
therein is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have
changed since those dates.
The underwriters are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales are
permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement
and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the notes
and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a
solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person
in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, and other information with the SEC. We also have filed with the SEC a registration
statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, with respect to our registered debt securities.
This prospectus supplement, which is a part of the registration statement, omits certain information included in the registration statement
and in its exhibits. For further information relating to us and the notes, we refer you to the registration statement and its exhibits. The
descriptions of each contract and document contained in this prospectus supplement are summaries and qualified in their entirety by
reference to the copy of that contract or document filed as an exhibit to the registration statement. You may read and copy the registration
statement, including its exhibits, at the SEC's Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet site (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants like us who
file electronically with the SEC.
S-1
5 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
You should rely only upon the information provided in or incorporated by reference in this prospectus supplement. We have not
authorized anyone to provide you with different information. You should not assume that the information in or incorporated by reference in
this prospectus supplement is accurate as of any date other than the dates specified in this prospectus supplement.
INCORPORATION BY REFERENCE
We are "incorporating by reference" information we file with the SEC, which means:
·
incorporated documents are considered part of this prospectus supplement;
·
we can disclose important information to you by referring you to those documents; and
·
information that we file later with the SEC automatically will update and supersede information contained in this prospectus
supplement.
We are incorporating by reference the following documents which we have previously filed with the SEC:
(1) our Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 24, 2014;
(2) our Current Reports on Form 8-K filed with the SEC on February 20, 2014 and March 14, 2014; and
(3) any of our future filings with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, until our offering is completed; provided that this prospectus supplement will not incorporate any
information that we may furnish to the SEC under Item 2.02 or Item 7.01 of Form 8-K.
Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference into
this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a
statement contained in this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference
into this prospectus supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
You can obtain copies of the documents incorporated by reference in this prospectus supplement without charge through our website
(www.directv.com), or by telephone at (310) 964-5000 or by requesting them in writing at the following addresses:
DIRECTV
2260 East Imperial Highway
El Segundo, CA 90245
Attn: Investor Relations
MARKET DATA
In this prospectus supplement, we rely on and refer to information regarding market data obtained from internal surveys, market
research, publicly available information and industry publications. Although we believe the information is reliable, we cannot guarantee
the accuracy or completeness of the information and have not independently verified it.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and documents incorporated by reference herein and in other materials we have filed or may file with the
SEC, contain or may contain certain statements that we
S-2
6 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
believe are, or may be considered to be, "forward-looking statements" within the meaning of various provisions of the Securities Act and
of the Exchange Act. These forward-looking statements generally can be identified by use of statements that include phrases such as we
"believe," "expect," "estimate," "anticipate," "intend," "plan," "foresee," "project" or other similar references to future periods. Examples
of forward-looking statements include, but are not limited to, statements we make related to our business strategy and regarding our outlook
for 2014 financial results, liquidity and capital resources.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other
future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking
statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical
fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in
the forward-looking statements include economic, business, competitive, national or global political, market and regulatory conditions and
other risks, each of which is described in more detail under "Risk Factors" in this prospectus supplement. Any forward-looking statement
included or incorporated by reference in this prospectus supplement speaks only as of the date of this prospectus supplement or the date of
such document incorporated by reference in this prospectus supplement. Factors or events that could cause our actual results to differ may
occur and it is not possible for us to predict them all. We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or otherwise, except as required by law. You should read carefully the section
of this prospectus supplement under the heading "Risk Factors" beginning on page S-13.
We own or have rights to use various copyrights, trademarks, service marks and trade names used in our business. These include the
United States registered marks DIRECTV, DIRECTV Cinema and the DIRECTV Cyclone Design. This prospectus supplement also includes
copyrights, trademarks, service marks and trade names of other companies which are the property of their respective holders.
S-3
7 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents

SUMMARY
The Company
In this prospectus supplement, "DIRECTV U.S." refers to DIRECTV Holdings and its subsidiaries, unless otherwise indicated or
the context otherwise requires. DIRECTV Holdings is a wholly-owned subsidiary of The DIRECTV Group, Inc., which we sometimes
refer to as "DIRECTV Group" which, in turn, is a wholly-owned subsidiary of DIRECTV, which we sometimes refer to as "DIRECTV"
or "Parent." References to the "issuers" are to DIRECTV Holdings and DIRECTV Financing Unless otherwise indicated or the context
otherwise requires, references to "we," "us" and "our" are to DIRECTV and its consolidated subsidiaries, including DIRECTV
Holdings and DIRECTV Financing.
This is only a summary and does not contain all of the information that may be important to you. You should read the entire
prospectus supplement, including the section entitled "Risk Factors" and you should read the documents incorporated by reference int
this prospectus supplement, including "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year
ended December 31, 2013 filed with the SEC, which we refer to as our "Form 10-K" before making an investment decision.
We are a leading provider of digital television entertainment in the United States and Latin America. We operate two direct-to-home,
or DTH, business units: DIRECTV U.S. and DIRECTV Latin America, which are differentiated by their geographic location and are
engaged in acquiring, promoting, selling and distributing digital entertainment programming primarily via satellite to residential and
commercial subscribers. In addition, we own and operate two regional sports networks, or RSNs, hold a minority ownership interest in
ROOT SPORTSTM Northwest and own a 42% interest in Game Show Network, LLC, or GSN, a television network dedicated to
game-related programming and Internet interactive game playing. We account for our investments in GSN and ROOT SPORTS Northwest
using the equity method of accounting.
·
DIRECTV U.S. DIRECTV U.S. is the largest provider of DTH digital television services and the second largest provider
in the multi-channel video programming distribution, or MVPD, industry in the United States. As of December 31, 2013,
DIRECTV U.S. had approximately 20.3 million subscribers.
·
DIRECTV Latin America. DIRECTV Latin America Holdings, Inc. and its subsidiaries, or DIRECTV Latin America, is a
leading provider of DTH digital television services throughout Latin America. DIRECTV Latin America is comprised of:
PanAmericana, which provides services in Argentina, Chile, Colombia, Ecuador, Peru, Puerto Rico, Venezuela and certain
other countries in the region, and Sky Brasil Servicos Ltda., or Sky Brasil, which is a 93% owned subsidiary. DIRECTV
Latin America also includes our 41% equity method investment in Innova, S. de R.L. de C.V., or Sky Mexico, which we
include in the PanAmericana and Other segment. As of December 31, 2013, PanAmericana had approximately 6.2 million
subscribers, Sky Brasil had approximately 5.4 million subscribers and Sky Mexico had approximately 6.0 million
subscribers.
·
DIRECTV Sports Networks. DIRECTV Sports Networks LLC and its subsidiaries, or DSN, is comprised primarily of tw
wholly owned regional sports networks based in Denver, Colorado and Pittsburgh, Pennsylvania, and a regional sports
network based in Seattle, Washington in which DSN retains a noncontrolling interest, each of which operates under the
brand name ROOT SPORTS. On April 16, 2013, DSN transferred 100% of its interest in the regional sports network based
in Seattle, Washington, or DSN Northwest, to NW Sports Net LLC. The Seattle Mariners have a majority interest in NW
Sports Net LLC and DSN retains a noncontrolling

S-4
8 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
interest, which we account for using the equity method of accounting. The operating results of DSN are reported as part of
the "Sports Networks, Eliminations and Other" reporting segment.
Our vision is to make DIRECTV the best video experience anytime and anywhere for customers in both the United States and Latin
America. Our primary strategy for achieving this vision is to combine unique and compelling content along with technological innovation
and industry-leading customer service to make DIRECTV the clear choice among consumers throughout the Americas. We believe that our
employees' commitment to excellence is integral to the success of this strategy and to the future of our company. We intend to advance a
service-oriented culture focused on building lifelong customer relationships while maintaining financial strength and a cost structure that
enables profitable growth in the markets we serve.
The DIRECTV team is committed to our company values: leadership, innovation, decisiveness, agility, teamwork and integrity. We
believe sustaining a high level of employee engagement and developing the talent we have among our people cultivates an environment of
loyalty and can be directly correlated with increased customer satisfaction, productivity and profitability. Therefore, we have intensified
our leadership development programs, and placed an even greater emphasis on diversity and an inclusive workplace culture to foster
higher levels of innovation, engagement, cross-functional teamwork and collaboration. We also believe it is important to promote the
behaviors that reflect our company values within the communities that we serve through volunteer service projects, employee-driven
corporate citizenship programs and meaningful educational initiatives that impact and enrich students' curriculum. In addition, we are
supporting sustainable business practices company-wide, to help ensure that our planet is healthy for future generations.
We believe that the successful execution of our stated operating strategies will create significant shareholder value over the long term
by delivering sustainable, profitable growth through brand leadership, innovative excellence, world-class customer service, increased
productivity and disciplined expense management, while also returning excess cash to shareholders.
Our executive offices
Our principal executive offices are located at 2260 East Imperial Highway, El Segundo, California 90245, and our telephone number
at that address is (310) 964-5000. Our web site is located at www.directv.com. The information on our web site is not incorporated into th
prospectus supplement or the accompanying prospectus.

S-5
9 of 71
3/19/2014 10:06 AM

http://www.sec.gov/Archives/edgar/data/1234307/000104746914002577...
Table of Contents
The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the
information that is important to you. For a more complete understanding of the notes, please refer to the section of this prospectus
supplement entitled "Description of Notes." As used in this summary of the offering, the term "DIRECTV Holdings" refers only to
DIRECTV Holdings LLC and not to any of its subsidiaries, the term "co-issuer" refers to DIRECTV Financing and the term "issuers" refer
to both DIRECTV Holdings and the co-issuer.
Issuers
DIRECTV Holdings LLC and DIRECTV Financing Co., Inc.
Issue date
The issue date is expected to be on or about March 20, 2014.
Securities offered
$1,250,000,000 in aggregate principal amount of 4.450% Senior Notes
due 2024.
Maturity date
April 1, 2024.
Interest payment dates
April 1 and October 1 of each year, beginning on October 1, 2014.
Interest will accrue from March 20, 2014.
Guarantees
The notes will be guaranteed by DIRECTV and each of DIRECTV
Holdings' material existing and certain of its future domestic subsidiaries
(other than the co-issuer) on a senior unsecured basis. The notes will not
be guaranteed by any other subsidiary of DIRECTV, including any
subsidiary of DIRECTV that owns assets and operations of DIRECTV
Latin America. The notes will cease to be guaranteed by any guarantor
that guarantees the notes (other than DIRECTV) if such guarantor is
released from guaranteeing DIRECTV Holdings' senior revolving credit
facilities and the Existing Notes (as defined below). The notes will cease
to be guaranteed by DIRECTV if DIRECTV Holdings ceases for any
reason to be a "wholly owned subsidiary" (as such term is defined in
Rule 1-02(aa) of Regulation S-X promulgated by the SEC) of DIRECTV.
Ranking
The notes will be the issuers' unsecured senior obligations and will:

· rank equally with all of the issuers' existing and future senior
indebtedness, including approximately $19.3 billion in principal
amount of the issuers' existing and outstanding senior notes with
maturities ranging from 2014 through 2042 (the "Existing Notes") and
DIRECTV Holdings' senior revolving credit facilities;

· rank senior to all of the issuers' future subordinated indebtedness, if
any;

· be effectively subordinated to all of the issuers' existing and future
secured obligations to the extent of the value of the assets securing such
obligations; and

· be effectively subordinated to all indebtedness of DIRECTV's
non-guarantor subsidiaries.

S-6
10 of 71
3/19/2014 10:06 AM