Obligation DirecTV Group 3.95% ( US25460CAA18 ) en USD

DirecTV Group

99.75 % ▲

Etas-Unis

US25460CAA18 ( en USD )

3.95% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation DIRECTV Holdings US25460CAA18 en USD 3.95%, échue

1 000 USD

1 200 000 000 USD

25460CAA1

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 US25460CAA18, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

424B2 1 a2222400z424b2.htm 424B2
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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

3.950% Senior Notes due 2025

$1,200,000,000

$139,440.00(1)

Guarantees of 3.950% Senior Notes due 2025(2)

--

--

(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.
$1,200,000,000 3.95% Senior Notes due 2025
The 3.95% Senior Notes will mature on January 15, 2025 (the "notes"). Interest will accrue on the notes from December 11, 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 January 15 and July 15 of each year, beginning on July 15, 2015. As
described under "Description of Notes--Principal, maturity and interest," the interest rate on the notes will increase by 25 basis points if the Merger Agreement (as defined herein) is terminated
in accordance with its terms without the Merger (as defined herein) having been consummated.
Prior to October 15, 2024 (three months prior to the maturity date of the notes), we may redeem some or all of the notes at a "make-whole" price described under "Description of Notes
--Optional redemption" in this prospectus supplement. On or after October 15, 2024 (three months prior to the maturity date of the notes), 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 all 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 will be 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-15 herein and Part I-Item 1A,
"Risk Factors," in our Annual Report on Form 10-K/A for the year ended December 31, 2013 filed with the SEC
on June 30, 2014, which is incorporated herein by reference, for a discussion of factors you should consider carefully
before investing in the notes.
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Underwriters'
Proceeds to

Price to Investors

Discount
Us Before Expenses

Per note due 2025(1)

99.313%

0.450%

98.863%
Total

$1,191,756,000

$5,400,000

$1,186,356,000

(1)
Plus accrued interest, if any, from December 11, 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 December 11, 2014.
Joint Book-Running Managers
Barclays

J.P. Morgan

Morgan Stanley

Santander
Deutsche Bank Securities

RBC Capital Markets
Co-Managers
BBVA

BofA Merrill Lynch

Citigroup
Credit Agricole CIB

Credit Suisse
Goldman, Sachs & Co.

Lloyds Securities

Mitsubishi UFJ Securities

Mizuho Securities
RBS
SMBC Nikko

UBS Investment Bank

US Bancorp

Wells Fargo Securities
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-3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
S-3
SUMMARY
S-4
RISK FACTORS
S-15
USE OF PROCEEDS
S-23
CAPITALIZATION
S-24
DESCRIPTION OF OTHER INDEBTEDNESS
S-25
DESCRIPTION OF NOTES
S-28
BOOK-ENTRY SETTLEMENT AND CLEARANCE
S-48
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
S-51
UNDERWRITING
S-57
LEGAL MATTERS
S-60
EXPERTS
S-60
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
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PLAN OF DISTRIBUTION

7
LEGAL MATTERS

8
EXPERTS

8
S-i
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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
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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
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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/A for the year ended December 31, 2013, filed on June 30, 2014;
(2) our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2014, filed on May 12, 2014, for the quarter ended June 30,
2014, filed on August 1, 2014, and for the quarter ended September 30, 2014, filed on November 7, 2014;
(3) the portions of our Definitive Proxy Statement on Schedule 14A, filed on March 20, 2014 that are incorporated by reference into
Part III of our Annual Report on Form 10-K/A for the year ended December 31, 2013;
(4) our Current Reports on Form 8-K filed with the SEC on February 20, 2014, March 14, 2014, March 20, 2014, April 24, 2014, May 5,
2014, May 19, 2014, July 29, 2014, September 16, 2014, September 25, 2014 and October 2, 2014; and
(5) 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
S-2
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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 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 financial estimates and statements as to
the expected timing, consummation and effects of the proposed merger between DIRECTV and AT&T Inc. ("AT&T"), our business strategy and
regarding our outlook for 2014 and 2015 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
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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-15.
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
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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 into 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/A for the year ended December 31, 2013 filed with the SEC on June 30,
2014, which we refer to as our "Form 10-K" and in our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2014, which we refer to as
our "March 31, 2014 Form 10-Q," for the quarter ended June 30, 2014, which we refer to as our "June 30, 2014 Form 10-Q," and for the quarter
ended September 30, 2014, which we refer to as our "September 30, 2014 Form 10-Q" 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 locations 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, hold a minority ownership interest in ROOT SPORTSTM Northwest, own a 60% equity interest in
Houston Sports Holdings, LLC, or HRSN, 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 ROOT SPORTS Northwest, HRSN and GSN 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 September 30, 2014, DIRECTV U.S. had
approximately 20.2 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
September 30, 2014, PanAmericana had approximately 6.7 million subscribers, Sky Brasil had approximately 5.6 million subscribers
and Sky Mexico had approximately 6.5 million subscribers.
·
DIRECTV Sports Networks. DIRECTV Sports Networks LLC and its subsidiaries, or DSN, is comprised primarily of two wholly
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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

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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 interest, which we account for using the equity method of accounting. On November 17, 2014, we acquired a 60% equity
interest and AT&T acquired the remaining 40% equity interest in HRSN, a regional sports network that broadcasts certain games for
Major League Baseball's Houston Astros and the National Basketball Association's Houston Rockets. Due to certain governance
arrangements which limit our ability to control HRSN, we will account for our investment in HRSN 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.
The AT&T merger
On May 18, 2014, DIRECTV and AT&T announced that they had entered into a definitive Agreement and Plan of Merger, which was included as
Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on May 19, 2014 and incorporated by reference herein (the "Merger Agreement")
under which DIRECTV will combine with AT&T in a stock-and-cash transaction (the "Merger"). Subject to the conditions in the Merger Agreement,
at the effective time of the Merger, DIRECTV shareholders will receive $95.00 per share (subject to adjustment under the terms of the Merger),
comprised of $28.50 per share in cash and $66.50 per share in AT&T stock. The stock portion is subject to a collar such that DIRECTV shareholders
will receive 1.905 AT&T shares if the average of the volume weighted averages of the trading prices of AT&T stock on the New York Stock Exchange
on each of the 30 consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the closing (the
"Average AT&T Stock Price") is below $34.90 at closing and 1.724 AT&T shares if the Average AT&T Stock Price is above $38.58 at closing. If the
Average AT&T Stock Price at closing is between $34.90 and $38.58, DIRECTV shareholders will receive a number of shares between 1.724 and 1.905,
equal to $66.50 in value. On September 25, 2014,

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the Merger was approved by the shareholders of DIRECTV. The consummation of the Merger remains subject to certain other closing conditions,
including the expiration or termination of any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976 (the "HSR Act") and receipt of all necessary consents from the U.S. Federal Communications Commission (the "FCC"). Assuming receipt of
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these approvals and satisfaction of the other conditions contained in the Merger Agreement, we currently expect the Merger to close in the first half of
2015.
In connection with the proposed combination with AT&T, DIRECTV has made certain representations, warranties and covenants in the Merger
Agreement, including, among other things, covenants by DIRECTV to conduct its business in the ordinary course during the interim period between the
execution of the Merger Agreement and consummation of the Merger and not to take certain actions prior to the closing of the Merger without the prior
approval of AT&T. The issuance of the notes offered hereby and the use of proceeds described herein are permitted under the terms of the Merger
Agreement.
The Merger Agreement can be terminated under certain circumstances, including by either party if the Merger has not been consummated by
May 15, 2015, which may be extended by AT&T or DIRECTV to a date not later than August 17, 2015 if either AT&T or DIRECTV determines that
additional time is necessary in connection with obtaining FCC or certain other U.S. and foreign regulatory consents, and which may be further extended
by mutual agreement between AT&T and DIRECTV to a date not later than November 13, 2015 (unless otherwise agreed by the parties to the Merger
Agreement).
During the third quarter of 2014, we entered into an agreement with the National Football League, or NFL, to renew and extend our rights to
exclusively distribute the NFL Sunday Ticket service, or the NFL Agreement. Pursuant to the Merger Agreement, AT&T had the right to terminate the
Merger Agreement or not consummate the Merger if we failed to enter into a contract with the NFL providing for exclusive distribution rights for the
NFL Sunday Ticket service. AT&T has confirmed to us that the NFL Agreement satisfies this requirement of the Merger Agreement.
We do not expect the ratings of any of our Existing Notes (as defined below) to decline below investment grade status as a result of the
consummation of the Merger and therefore do not expect the Merger to cause a change of control triggering event as defined in the indentures governing
the Existing Notes. The consummation of the Merger will not constitute a change of control under the indenture governing the notes.
New satellite launch
As previously disclosed, we have contracted for the construction and launch of two new satellites: DIRECTV 14, which we expect to launch in the
fourth quarter of 2014, and DIRECTV 15, which we expect to launch in the first half of 2015. DIRECTV 14 and DIRECTV 15 are expected to provide
additional high-definition, replacement and backup capacity. We currently expect the launch of DIRECTV 14 to take place on or about December 4,
2014. For a discussion of the risks associated with the launch of new satellites, see "Construction or launch delays on satellites could materially affect
our revenues and earnings" and "Satellites are subject to significant launch and operational risks" in the "Risk Factors" section of our Annual Report on
Form 10-K/A for the year ended December 31, 2013 filed with the SEC on June 30, 2014, which is incorporated by reference herein.
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 this prospectus supplement or
the accompanying prospectus.

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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" refers 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 December 11, 2014.
Securities offered
$1,200,000,000 in aggregate principal amount of 3.95% Senior Notes due 2025.
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Maturity date
January 15, 2025.
Interest payment dates
January 15 and July 15 of each year, beginning on July 15, 2015. Interest will accrue from December 11,
2014.
Interest rate adjustment
Interest on the notes will increase by 25 basis points (0.25% per annum) if the Merger Agreement is
terminated in accordance with its terms without the Merger having been consummated.
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
$18.2 billion in principal amount of the issuers' existing and outstanding senior notes with maturities
ranging from 2016 through 2042 (the "Existing Notes") on a pro forma basis after giving effect to the
application of the proceeds from this offering (see "Use of Proceeds" and "Capitalization"), and
DIRECTV Holdings' senior revolving credit facilities;

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· 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.

Similarly, the guarantees of DIRECTV and DIRECTV Holdings' material subsidiaries will:

· rank equally with all of the existing and future senior indebtedness of such guarantors, including the
guarantees under the Existing Notes and DIRECTV Holdings' senior revolving credit facilities (see
"Capitalization");

· rank senior to all future subordinated indebtedness of such guarantor, if any; and

· be effectively subordinated to all existing and future secured obligations of such guarantors to the extent
of the value of the assets securing such obligations.

DIRECTV, the issuers and the issuers' subsidiaries have no outstanding senior secured indebtedness. For the
year ended December 31, 2013, DIRECTV's subsidiaries that will not be subsidiary guarantors of the notes
(other than DIRECTV Holdings and the co-issuer as issuers of the notes) had revenues of $7,141 million
and operating profit of $776 million. For the nine months ended September 30, 2014, DIRECTV's
subsidiaries that will not be subsidiary guarantors of the notes (other than DIRECTV Holdings and the co-
issuer as issuers of the notes) had revenues of $5,588 million and operating profit of $261 million. As of
September 30, 2014, excluding intercompany assets and liabilities and redeemable noncontrolling interest,
those non-guarantor subsidiaries had total assets of $7,972 million and total liabilities of $2,211 million.
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Optional redemption
Prior to October 15, 2024 (three months prior to the maturity date of the notes) DIRECTV Holdings may
redeem some or all of the notes at its option at a redemption price equal to the greater of the principal
amount of the notes and the "make whole" price described under "Description of Notes--Optional
redemption." On or after October 15, 2024 (three months prior to the maturity date of the notes) we may
redeem the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest to the redemption date as described under "Description of Notes--Optional redemption."

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Change of control
If DIRECTV Holdings experiences specific kinds of changes of control accompanied by a Ratings Decline
(as defined under "Description of Notes--Certain definitions"), DIRECTV Holdings will be required to
make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus
accrued but unpaid interest to the purchase date. See "Description of Notes--Change of control and rating
decline." The consummation of the Merger will not constitute a change of control under the indenture
governing the notes.
Certain covenants
The indenture governing the notes will restrict DIRECTV Holdings' ability and the ability of DIRECTV
Holdings' subsidiaries to, among other things:

· create certain liens;

· engage in certain sale leaseback transactions; and

· merge, consolidate or sell substantially all of our assets.

These covenants are subject to important exceptions and qualifications described under the heading
"Description of Notes." DIRECTV and subsidiaries of DIRECTV that are not subsidiaries of DIRECTV
Holdings are not subject to the restrictions contained in these covenants.
Use of proceeds
We intend to use the net proceeds from this offering, together with cash on hand if necessary, to repurchase,
redeem, repay at maturity or otherwise retire our 3.550% Senior Notes due 2015 which mature on March 15,
2015 ($1,200.0 million outstanding as of September 30, 2014) and to pay fees and expenses related to the
offering of the notes. See "Use of Proceeds."
Additional notes issuances
The issuers may from time to time without the consent of the holders of the notes create and issue additional
notes of the same series as the notes offered hereby. See "Description of Notes--Principal, maturity and
interest."
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk factors
See "Risk Factors" for a discussion of certain factors that you should carefully consider before investing in
the notes.
Governing law
New York.

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Summary historical consolidated financial and other data
You should read the following financial information together with the information under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements and the notes to the consolidated financial statements in our Form 10-
K/A, our March 31, 2014 Form 10-Q, our June 30, 2014 Form 10-Q and our September 30, 2014 Form 10-Q, which are incorporated by reference into
this prospectus supplement.
The following tables present our summary consolidated statements of operations and other data for the years ended December 31, 2011, 2012 and
2013 and the nine months ended September 30, 2013 and 2014 and our consolidated balance sheet data as of September 30, 2014. The consolidated
statements of operations data for the years ended December 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial
statements incorporated by reference in this prospectus supplement. The consolidated statements of operations data for the nine months ended
September 30, 2013 and 2014 and the consolidated balance sheet data as of September 30, 2014 have been derived from our unaudited consolidated
financial statements incorporated by reference in this prospectus supplement. The summary "As adjusted" balance sheet data is unaudited and is based
on certain assumptions and adjustments and does not purport to present what our actual financial position would have been had the transactions and
events reflected by them in fact occurred on the date specified.
Pursuant to Rule 3-10 of Regulation S-X promulgated by the SEC, we do not include separate financial statements for DIRECTV Holdings,
DIRECTV Financing or any of the subsidiary guarantors in our periodic Exchange Act filings. We do include condensed consolidating financial
information in our periodic Exchange Act filings that presents information for DIRECTV (on a stand-alone basis); DIRECTV Holdings, DIRECTV
Financing and the subsidiary guarantors; and other subsidiaries of DIRECTV that are not guarantors--see Note 23 to the audited consolidated financial
statements in our Form 10-K/A and Note 12 to the unaudited consolidated financial statements in our September 30, 2014 Form 10-Q incorporated by
reference herein.
Nine months ended

Years ended December 31,

September 30,

(Dollars in millions)

2011

2012

2013

2013

2014

Consolidated Statements of Operations Data:

Revenues
$ 27,226 $ 29,740 $ 31,754 $ 23,160 $ 24,338
Total operating costs and expenses

22,597
24,655
26,604
19,343
20,465
Operating profit(1)

4,629
5,085
5,150
3,817
3,873
Net income

2,636
2,977
2,885
2,069
1,994
Other Data:

Net cash provided by operating activities

5,185
5,634
6,394
4,355
4,726
Net cash used in investing activities

(3,022)
(3,363)
(3,753)
(2,812)
(2,384)
Net cash used in financing activities

(2,792)
(1,242)
(2,176)
(1,636)
(1,241)
Depreciation and amortization expense

2,349
2,437
2,828
2,117
2,198
Capital expenditures

3,170
3,349
3,786
2,747
2,396
Subscriber acquisition costs

3,390
3,397
3,419
2,564
2,705
Operating profit before depreciation and amortization(2)
6,978
7,522
7,978
5,934
6,071
DIRECTV U.S. operating profit before depreciation and
amortization(2)

5,289
5,654
6,084
4,568
4,965

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As of
As of
September 30,
September 30,
2014
(Dollars in millions)

2014 Actual

As adjusted(3)

Consolidated Balance Sheet Data:

Cash and cash equivalents
$
2,898 $
2,884
Total current assets

6,515
6,502
Total assets

22,594
22,587
Total current liabilities

6,472
6,473
Long-term debt

18,311
18,303
Total stockholders' deficit

(5,557)
(5,557)
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Document Outline

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