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DIRECTV Takes Leadership Role in Electronics Recycling

in Direct TV Rebate, Uncategorized / Comments Off

EL SEGUNDO, Calif.–(BUSINESS WIRE)–
DIRECTV has joined nine other companies and organizations in launching
the R2 Leader program, an initiative designed to advance the safe,
responsible and sustainable repair and recycling of used electronics.

Under the auspices of SERI, a non-profit organization that develops
policies and programs to advance sustainable electronics recycling
including the multi-stakeholder R2 Standard, R2 Leaders publicly support
R2 certified electronics repair and recycling, as well as consider R2
certification when choosing a recycling partner.

“DIRECTV is proud to participate as a founding R2 Leader,” said Michael
Palkovic
, executive vice president of Services & Operations at DIRECTV.
“The responsible recycling of electronics remains a top priority for
DIRECTV and we are affirming that commitment by joining other e-waste
recycling leaders in support of the R2 Standard to help protect the
planet. We continue to look for ways to do even more across all the
markets we serve.”

As a founding R2 Leader, DIRECTV will expand its e-waste collection
events for DIRECTV employees at its offices, as well as provide
consumers with information on where and how to find an R2-certified
recycler on its website. DIRECTV and SERI are also exploring other ways
to work together to promote responsible electronics recycling.

“Since the creation of the R2 Standard for responsible electronics
recycling in 2008, we have consistently heard from companies and
organizations that wanted to support repair and recycling efforts,” said

John Lingelbach, executive director of SERI. “Our partners in launching
this program have taken on truly commendable leadership roles in
managing used electronics. I am excited to work with them to take the
next step in developing responsible and sustainable e-waste recycling
policies, programs and facilities.”

Other partners in the R2 Leader program include Goodwill International,
Keep America Beautiful, Microsoft and Sony.

The R2 Standard was created in 2008 through a multi-stakeholder process
that included the U.S. EPA, electronics manufacturers, recycling
companies, non-profit organizations, and other groups. Electronics
recycling and refurbishment facilities certified to the R2 Standard
adhere to best practices in worker health and safety, environmental
protection, chain-of-custody reporting, and other measurements.
Worldwide, over 540 facilities are certified to the R2 Standard in 17
countries.

About DIRECTV

DIRECTV (NASDAQ: DTV) is one of the world’s leading providers of digital
television entertainment services delivering a premium video experience
through state-of-the-art technology, unmatched programming and industry
leading customer service to more than 38 million customers in the U.S.
and Latin America. In the U.S., DIRECTV offers its 20 million customers
access to more than 195 HD channels and Dolby-Digital® 5.1
theater-quality sound, access to exclusive sports programming such as
NFL SUNDAY TICKET™, Emmy-award winning technology and higher customer
satisfaction than the leading cable companies for 13 years running.
DIRECTV Latin America, through its subsidiaries and affiliated companies
in Brazil, Mexico, Argentina, Venezuela, Colombia, and other Latin
American countries, leads the pay TV category in technology, programming
and service, delivering an unrivaled digital television experience to
more than 18 million customers. DIRECTV sports and entertainment
properties include two Regional Sports Networks (Rocky Mountain and
Pittsburgh), and minority ownership interests in Root Sports Northwest
and Game Show Network. For the most up-to-date information on DIRECTV,
please visit www.directv.com.

About SERI

SERI, formerly R2 Solutions, is a prospective 501c3 non-profit
organization (application pending) that provides educational and
outreach services to promote responsible electronics recycling around
the world. It is the housing body for the R2 Standard and provides
additional efforts to develop policies and incentives to promote
responsible electronics recycling. More information can be found at www.sustainableelectronics.org.

Source: DIRECTV

DIRECTV
Jade Ekstedt, 310-964-3429
jlekstedt@directv.com

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AT&T to Acquire DIRECTV

in Direct TV Rebate, Uncategorized / Comments Off

  • Creates Content Distribution Leader Across Mobile, Video &
    Broadband Platforms

    • The premier pay TV brand with the best content relationships now
      poised to deliver video to multiple screens – mobile, TV, laptops
      and more – to meet consumers’ future viewing and programming
      preferences
    • Unparalleled video content distribution scale in U.S. – nationwide
      mobile and video networks; broadband to cover 70 million customer
      locations with our broadband expansion
  • Latin America’s Leading Pay TV provider with Significant Growth
    Potential
  • Immediate & Long-Term Financial Benefits

    • Accretive within 12 months after close on free cash flow per share
      & adjusted EPS basis
    • Cost synergies expected to exceed $1.6 billion annual run rate by
      year three after closing
    • Improves revenue mix – dramatically increases video revenues,
      accelerates broadband growth and significantly expands revenues
      from outside United States
  • Delivers Significant Benefits for Consumers

    • Commitment to expand and enhance broadband to 15 million customer
      locations, primarily in rural areas
    • Stronger competitive alternative to cable, with a better customer
      experience and enhanced innovation
    • Continued commitment to net neutrality

DALLAS & EL SEGUNDO, Calif.–(BUSINESS WIRE)–
AT&T (NYSE:T) and DIRECTV (NASDAQ:DTV) today announced that they have
entered into a definitive agreement under which AT&T will acquire
DIRECTV in a stock-and-cash transaction for $95 per share based on
AT&T’s Friday closing price. The agreement has been approved unanimously
by the Boards of Directors of both companies.

The transaction combines complementary strengths to create a unique new
competitor with unprecedented capabilities in mobility, video and
broadband services.

DIRECTV is the premier pay TV provider in the United States and Latin
America
, with a high-quality customer base, the best selection of
programming, the best technology for delivering and viewing high-quality
video on any device and the best customer satisfaction among major U.S.
cable and satellite TV providers. AT&T has a best-in-class nationwide
mobile network and a high-speed broadband network that will cover 70
million customer locations with the broadband expansion enabled by this
transaction.

The combined company will be a content distribution leader across
mobile, video and broadband platforms. This distribution scale will
position the company to better meet consumers’ future viewing and
programming preferences, whether traditional pay TV, on-demand video
services like Netflix or Hulu streamed over a broadband connection
(mobile or fixed) or a combination of viewing preferences on any screen.

The transaction enables the combined company to offer consumers bundles
that include video, high-speed broadband and mobile services using all
of its sales channels — AT&T’s 2,300 retail stores and thousands of
authorized dealers and agents of both companies nationwide.

“This is a unique opportunity that will redefine the video entertainment
industry and create a company able to offer new bundles and deliver
content to consumers across multiple screens – mobile devices, TVs,
laptops, cars and even airplanes. At the same time, it creates immediate
and long-term value for our shareholders,” said

Randall Stephenson , AT&T
Chairman and CEO. “DIRECTV is the best option for us because they have
the premier brand in pay TV, the best content relationships, and a
fast-growing Latin American business. DIRECTV is a great fit with AT&T
and together we’ll be able to enhance innovation and provide customers
new competitive choices for what they want in mobile, video and
broadband services. We look forward to welcoming DIRECTV’s talented
people to the AT&T family.”

“This compelling and complementary combination will bring significant
benefits to all consumers, shareholders and DIRECTV employees,” said

Mike White , president and CEO of DIRECTV. “U.S. consumers will have
access to a more competitive bundle; shareholders will benefit from the
enhanced value of the combined company; and employees will have the
advantage of being part of a stronger, more competitive company, well
positioned to meet the evolving video and broadband needs of the 21st
century marketplace.”

DIRECTV has premier content, particularly live sports programming. It
has the exclusive pay TV rights to NFL SUNDAY TICKET that provides every
out-of-market game, every Sunday afternoon, on TV, laptops and mobile
devices. The new AT&T will be better positioned to develop unique
content offerings for consumers through, among other initiatives, AT&T’s
joint venture with The Chernin Group. Today, DIRECTV’s content ownership
includes ROOT SPORTS Networks and minority stakes in the Game Show
Network, MLB Network, NHL Network and the Sundance Channel.

DIRECTV will continue to be headquartered in El Segundo, California,
after the deal closes.

Customer Benefits and Commitments, Upon Closing

Together, the companies will be a stronger competitive alternative to
cable for consumers wanting a better bundle of top-quality broadband,
video and mobile services, as well as a better customer experience and
enhanced innovation. Consumers will also benefit from the combined
companies’ additional scale in video content distribution across its
mobile, video and broadband networks. The combined company will continue
to provide the world-class service and best video and entertainment
experience for which DIRECTV is known.

With the benefits of the transaction, AT&T is able to commit to do the
following, when the deal closes:

  • 15 Million Customer Locations Get More High
    Speed Broadband Competition
    . AT&T will use the merger synergies
    to expand its plans to build and enhance high-speed broadband service
    to 15 million customer locations, mostly in rural areas where AT&T
    does not provide high-speed broadband service today, utilizing a
    combination of technologies including fiber to the premises and fixed
    wireless local loop capabilities. This new commitment, to be completed
    within four years after close, is on top of the fiber and Project VIP
    broadband expansion plans AT&T has already announced. Customers will
    be able to buy broadband service stand-alone or as part of a bundle
    with other AT&T services.
  • Stand-Alone Broadband. For customers who
    only want a broadband service and may choose to consume video through
    an over-the-top (OTT) service like Netflix or Hulu, the combined
    company will offer stand-alone wireline broadband service at speeds of
    at least 6 Mbps (where feasible) in areas where AT&T offers wireline
    IP broadband service today at guaranteed prices for three years after
    closing.
  • Nationwide Package Pricing on DIRECTV.
    DIRECTV’s TV service will continue to be available on a stand-alone
    basis at nationwide package prices that are the same for all
    customers, no matter where they live, for at least three years after
    closing.
  • Net Neutrality Commitment. Continued
    commitment for three years after closing to the FCC’s Open Internet
    protections established in 2010, irrespective of whether the FCC
    re-establishes such protections for other industry participants
    following the DC Circuit Court of Appeals vacating those rules.
  • Spectrum Auction. The transaction does
    not alter AT&T’s plans to meaningfully participate in the FCC’s
    planned spectrum auctions later this year and in 2015. AT&T intends to
    bid at least $9 billion in connection with the 2015 incentive auction
    provided there is sufficient spectrum available in the auction to
    provide AT&T a viable path to at least a 2×10 MHz nationwide spectrum
    footprint.

Latin America

DIRECTV’s Latin American business is the leading pay TV provider in the
region and has more than 18 million subscribers, including all Sky
Mexico customers. DIRECTV’s satellite platform’s broad reach remains
advantaged when compared with cable and telco in Latin America. Latin
America
has an underpenetrated pay TV market (about 40% of households
subscribe to pay TV) and a growing middle class, and is DIRECTV’s
fastest growing customer segment.

Summary Terms of Transaction

DIRECTV shareholders will receive $95.00 per share 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 will be subject to a collar such that
DIRECTV shareholders will receive 1.905 AT&T shares if AT&T stock price
is below $34.90 at closing and 1.724 AT&T shares if AT&T stock price is
above $38.58 at closing. If 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.

This purchase price implies a total equity value of $48.5 billion and a
total transaction value of $67.1 billion, including DIRECTV’s net debt.
This transaction implies an adjusted enterprise value multiple of 7.7
times DIRECTV’s 2014 estimated EBITDA. Post-transaction, DIRECTV
shareholders will own between 14.5% and 15.8% of AT&T shares on a
fully-diluted basis based on the number of AT&T shares outstanding today.

AT&T intends to finance the cash portion of the transaction through a
combination of cash on hand, sale of non-core assets, committed
financing facilities and opportunistic debt market transactions.

To facilitate the regulatory approval process in Latin America, AT&T
intends to divest its interest in América Móvil. This includes 73
million publicly listed L shares and all of its AA shares. AT&T’s
designees to the América Móvil Board of Directors will tender their
resignations immediately to avoid even the appearance of any conflict.

Transaction Creates Immediate and Long-Term Shareholder Value

AT&T expects the deal to be accretive on a free cash flow per share and
adjusted EPS basis within the first 12 months after closing.

The combination provides significant opportunities for operating
efficiencies. AT&T expects cost synergies to exceed $1.6 billion on an
annual run rate basis by year three after closing. The expected
synergies are primarily driven by increased scale in video.

Along with DIRECTV’s current strong cash flows, this transaction is
expected to support future investment in growth opportunities and
shareholder returns.

The combination diversifies AT&T’s revenue mix and provides numerous
growth opportunities as it dramatically increases video revenues,
accelerates broadband growth and significantly expands revenues from
outside the United States. Given the structure of this transaction,
which includes AT&T stock consideration as part of the deal and the
monetization of non-core assets, AT&T expects to continue to maintain
the strongest balance sheet in the industry following the transaction
close.

AT&T’s 2014 guidance for the company remains largely unchanged. However,
the company’s intention is to divest its interest in América Móvil,
which will result in an approximately $0.05 reduction in EPS, as the
América Móvil investment will no longer be accounted for under the
equity method. Adjusted 2014 EPS growth is now expected to come in at
the low-end of the company’s mid-single digit guidance.

The merger is subject to approval by DIRECTV shareholders and review by
the U.S. Federal Communications Commission, U.S. Department of Justice,
a few U.S. states and some Latin American countries. The transaction is
expected to close within approximately 12 months.

Conference Call/Webcast

On Monday, May 19, 2014, at 8:30 a.m. ET, AT&T and DIRECTV will host a
webcast presentation to discuss the transaction. Links to the webcast
and accompanying documents will be available on both AT&T’s
and DIRECTV’s
Investor Relations websites.

About AT&T

AT&T Inc. (NYSE:T) is a premier communications holding company and one
of the most honored companies in the world. Its subsidiaries and
affiliates – AT&T operating companies – are the providers of AT&T
services in the United States and internationally. With a powerful array
of network resources that includes the nation’s most reliable 4G LTE
network, AT&T is a leading provider of wireless, Wi-Fi, high-speed
broadband, voice and cloud-based services. A leader in mobile Internet,
AT&T also offers the best wireless coverage worldwide of any U.S.
carrier, offering the most wireless phones that work in the most
countries. It also offers TV service with the AT&T U-Verse® brand. The
company’s suite of IP-based business communications services is one of
the most advanced in the world. For more information on AT&T, visit www.att.com

About DIRECTV

DIRECTV (NASDAQ:DTV) is one of the world’s leading providers of digital
television entertainment services. Through its subsidiaries and
affiliated companies in the United States, Brazil, Mexico and other
countries in Latin America, DIRECTV provides digital television service
to over 20 million customers in the United States and more than 18
million customers in Latin America. DIRECTV sports and entertainment
properties include two regional sports networks (Rocky Mountain and
Pittsburgh), and minority ownership interests in ROOT SPORTS Northwest
and Game Show Network. For more information on DIRECTV, visit www.DIRECTV.com

Cautionary Language Concerning Forward-Looking Statements

Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed merger between AT&T and DIRECTV, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These estimates and statements are subject to risks and uncertainties,
and actual results might differ materially. Such estimates and
statements include, but are not limited to, statements about the
benefits of the merger, including future financial and operating
results, the combined company’s plans, objectives, expectations and
intentions, and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of the
management of AT&T and DIRECTV and are subject to significant risks and
uncertainties outside of our control.

Among the risks and uncertainties that could cause actual results to
differ from those described in the forward-looking statements are the
following: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, (2) the risk that DIRECTV stockholders may not adopt the
merger agreement, (3) the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that are
not anticipated, (4) risks that any of the closing conditions to the
proposed merger may not be satisfied in a timely manner, (5) risks
related to disruption of management time from ongoing business
operations due to the proposed merger, (6) failure to realize the
benefits expected from the proposed merger and (7) the effect of the
announcement of the proposed merger on the ability of DIRECTV and AT&T
to retain customers and retain and hire key personnel and maintain
relationships with their suppliers, and on their operating results and
businesses generally. Discussions of additional risks and uncertainties
are contained in AT&T’s and DIRECTV’s filings with the Securities and
Exchange Commission
. Neither AT&T nor DIRECTV is under any obligation,
and each expressly disclaim any obligation, to update, alter, or
otherwise revise any forward-looking statements, whether written or
oral, that may be made from time to time, whether as a result of new
information, future events, or otherwise. Persons reading this
announcement are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date hereof.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This communication may be deemed to be solicitation
material in respect of the proposed merger between AT&T and DIRECTV. In
connection with the proposed merger, AT&T intends to file a registration
statement on Form S-4, containing a proxy statement/prospectus with the
Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF DIRECTV ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders
will be able to obtain copies of the proxy statement/prospectus as well
as other filings containing information about AT&T and DIRECTV, without
charge, at the SEC’s website, http://www.sec.gov.
Copies of documents filed with the SEC by AT&T will be made available
free of charge on AT&T’s investor
relations website.
Copies of documents filed with the SEC by DIRECTV
will be made available free of charge on DIRECTV’s investor
relations website.

Participants in Solicitation

AT&T and its directors and executive officers, and DIRECTV and its
directors and executive officers, may be deemed to be participants in
the solicitation of proxies from the holders of DIRECTV common stock in
respect of the proposed merger. Information about the directors and
executive officers of AT&T is set forth in the proxy statement for
AT&T’s 2014 Annual Meeting of Stockholders, which was filed with the SEC
on March 11, 2014. Information about the directors and executive
officers of DIRECTV is set forth in the proxy statement for DIRECTV’s
2014 Annual Meeting of Stockholders, which was filed with the SEC on
March 20, 2014. Investors may obtain additional information regarding
the interest of such participants by reading the proxy
statement/prospectus regarding the proposed merger when it becomes
available.

Source: AT&T

AT&T

Brad Burns, 214-757-3253

brad.burns@att.com

or

Fletcher
Cook, 214-912-8541

fletcher.cook@att.com

or

DIRECTV

Jade
Ekstedt, 310-964-3429 (O)

jlekstedt@directv.com

or

Robert
Mercer, 310-964-4683 (O)

rgmercer@directv.com

or

Kelly
Sullivan, 212-355-4449 (O)

ksullivan@joelefrank.com

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DIRECTV Latin America to Present at J.P. Morgan Technology, Media And Telecom Conference

in Direct TV Rebate, Uncategorized / Comments Off

EL SEGUNDO, Calif.–(BUSINESS WIRE)–
DIRECTV will present at the J.P. Morgan Technology, Media And
Telecom Conference
on Monday, May 19, 2014 at 12:20 p.m. ET / 9:20
a.m. PT
. The presentation will include an update and outlook on the
DIRECTV Latin America business. A live webcast of the presentation will
be available at investor.directv.com
and an archive of the webcast will also be available on this website.

               
Date: Monday, May 19, 2014
Time: 12:20 p.m. ET / 9:20 a.m. PT
Speaker: Bruce Churchill, President DIRECTV Latin America
Webcast:

investor.directv.com

 

DIRECTV (NASDAQ: DTV) is one of the world’s leading providers of digital
television entertainment services. Through its subsidiaries and
affiliated companies in the United States, Brazil, Mexico and other
countries in Latin America, DIRECTV provides digital television service
to over 20 million customers in the United States and more than 18
million customers in Latin America. DIRECTV sports and entertainment
properties include two regional sports networks (Rocky Mountain and
Pittsburgh), and minority ownership interests in Root Sports Northwest
and Game Show Network. For more information on DIRECTV, visit www.directv.com.

Source: DIRECTV

DIRECTV
Media contact:
Darris Gringeri
212-205-0882
or
Investor
Relations:

310-964-0808

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