Filed by AT&T Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: DIRECTV
Commission File No.: 1-34554
The following is a slide presentation from a webcast hosted by AT&T and DIRECTV to discuss the transaction.
May 19, 2014
AT&T to Acquire DIRECTV
© 2014 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo
and all other marks contained herein are trademarks of AT&T Intellectual Property
and/or AT&T affiliated companies. All other marks contained herein are the property
of their respective owners. |
Michael White
Chairman, President and Chief Executive Officer, DirecTV, Inc.
Call Participants
Randall Stephenson
Chairman, President and Chief Executive Officer, AT&T, Inc.
Wayne Watts
AT&T Senior Executive Vice President and General Counsel
John Stephens
AT&T Senior Executive Vice President and Chief Financial Officer
2 |
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
companys 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.
This presentation may contain certain non-GAAP financial measures. Reconciliations
between the non-GAAP financial
measures
and
the
GAAP
financial
measures
are
available
on
the
companys
website
at www.AT&T.com/investor.relations
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&Ts and DirecTVs 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.
3 |
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 SECs website,
http://www.sec.gov. Copies of documents filed with the SEC by AT&T will be made
available free of charge on AT&Ts website at http://www.AT&T.com. Copies
of documents filed with the SEC by DirecTV will be made available free of charge on
DirecTVs website at http://www.DirecTV.com. 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&Ts 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 DirecTVs 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. 4 |
Transaction Delivers
Significant Value
$95 per share -
$66.50 in AT&T stock and $28.50 cash per share
$48.5B equity value; $67.1B transaction value
Implies multiple*of 7.7x 2014E EBITDA and 6.5x 2014E EBITDA including
cost synergies
Unique combination of two industry leaders with complementary market
positions
Creates content distribution leader across mobile, video and broadband
platforms
Adjusted EPS accretive within 12 months**
Free cash flow per share accretive within 12 months
Cost synergies expected to exceed $1.6 billion annual run rate by year three
DirecTV stockholders
DOJ, FCC, a few states, and some Latin American countries
Closing expected within approximately 12 months
DirecTV
Premier Video Customer Base
Unique Set of Assets
2013 Financial Results
* Adjusted for value of non-consolidated assets
** Adjusted to exclude non-cash purchase accounting adjustments
5
US: 20.3 million
Latin America: 18.1 million
Worlds largest pay TV
provider
Leading Latin American
presence
Highly skilled workforce
Market-leading video content
NFL Sunday Ticket
Efficient video delivery
platform
$31.8 billion revenues
$8.0 billion EBITDA
$2.6 billion free cash flow
Consideration to DirecTV Stockholders
Growth Opportunities
AT&T Financial Expectations
Approvals Required |
Content Distribution
Leader Across Multiple Platforms DirecTV Premier Assets and Capabilities
Combination Creates a Unique Business Model
6
* 4G LTE build expected to be substantially complete by summer 2014.
Premier TV brand with strongest content relationships
Best-in-class video distribution platform with OTT capabilities
Capital-efficient video model with strong cash flows
Leadership team skilled in content, marketing and platform development
Unique competitor with distribution scale and innovative bundling opportunities
Nationwide video reach
Nationwide
wireless
300
million
4G
LTE
POPs*
Broadband expansion to 70 million customer locations
Unparalleled video content opportunities across mobile, video and broadband
Significant growth opportunities with Latin Americas leading pay TV provider
Diversifies
revenue
base
accelerates
broadband
growth,
immediate
video
lift
and
significant geographic diversification |
Compelling Benefits to
Customers More Competitive Choice
Commitment to Expand and Enhance Broadband Build
Consumer Commitments Upon Closing
7
Better customer experience and stronger competitive alternative to cable
Convenience and efficiency of a single provider for mobility, broadband and video
Scale to drive product innovation including OTT alternatives
Builds off existing Project VIP initiative to increase high-speed broadband coverage to
about 70 million customer locations nationwide
Expands
and
enhances
broadband
by
15
million
customer
locations,
mostly
rural
households
AT&Ts IP broadband service offered standalone at guaranteed prices for 3 years
DirecTVs standalone video packages offered at a consistent nationwide price
for 3 years
Continued commitment to FCC Open Internet protections for 3 years after close
AT&T
continues
to
expect
to
meaningfully
participate
in
spectrum
auctions |
Significant Upside for
DirecTV Stockholders
Transaction creates immediate and long-term value
30% premium to DirecTVs unaffected closing share price of $73.17 on March 25,
2014*
$95 per share represents a 185% total return to DirecTV stockholders since Jan 1, 2010
Attractive consideration mix:
o
30% cash and 70% stock, with value protection via:
Symmetrical collar (+/-
5%) helps protect value during the pendency of the
transaction while providing the ability to share in strong upside potential
Solid AT&T dividend (~5% yield) that has been increased every year for 30 years
DirecTV stockholders to own approximately 15% of the pro forma entity
o
Continue to participate in the benefits and growth of the combined company
Significant cross selling opportunities, expanded competitive bundles, and
innovative new services
o
Participate in annual pre-tax synergies to exceed $1.6 billion by year three
o
AT&Ts operating and financial resources complement DirecTVs leading
Latin American Pay TV business and fixed wireless broadband expansion
8
*Prior to Bloomberg article speculating on DISH to approach DIRECTV post Comcast/Time Warner
Cable merger announcement |
Compelling Benefits to
DirecTV Customers and Employees 9
Positions DirecTV to further capitalize on evolving preferences for bundles and
viewing
anytime
anywhere
on
any
screen
smartphone,
laptop,
TV
or
tablet
Win-Win for Customers
Creates a unique combination of a premium content distributor with a truly integrated
mobile video platform
both inside and outside of the home
Leverages the content experience of DirecTV with AT&Ts significant broadband
coverage and nationwide
mobile
reach,
redefining
how
customers
experience
video
entertainment
Most extensive bundle of top-quality broadband, video and mobile services
Accelerates innovation to provide revolutionary products across complementary
nationwide networks
Enhances DirecTVs leading distribution network with an established retail
presence Delivers Value to Employees
Similar cultures of innovation and customer service, expanded career benefits and enhanced
growth opportunities
Commitment to keeping HQ in El Segundo demonstrates recognition that employees
are best asset
AT&T
has
successful
track
record
of
integration
expect
seamless
transition |
Equity Value at
$95 share price $48.5
Consideration to Equity Holders
$48.5
AT&T/DirecTV
Deal
Summary
($in
billions)
Net Debt
$18.6
Current AT&T Shares Outstanding
5,190M*
AT&T Stock
$34.0
Adjusted EPS accretive within
12 months**
Free cash flow per share accretive
within 12 months
Continued financial strength to
participate in upcoming spectrum
auctions
Expect to maintain strongest balance
sheet in the telecom industry
2014 guidance largely unchanged
Post-Closing AT&T Shares Outstanding
6,114M*
DirecTV Net Debt
$18.6
Incremental Debt from Transaction
$26.1
Financial Expectations
Less: Cash from Asset Monetization
~$7.0
Net Cash Funding
$7.5
10
* At
April
30,
2014,
there
were
5,190
million
AT&T
common
shares
outstanding.
Post-closing
is
proforma
for
transaction
shares
issued,
based
on
AT&T May 15 closing price of $36.74
** Adjusted to exclude non-cash purchase accounting adjustments
Free cash flow is cash from operations less capital expenditures. Net debt is total debt less
cash and cash equivalents. EBITDA is operating income before depreciation and
amortization. Numbers may not foot due to rounding. Intention to sell
América Móvil requires cost accounting
Expect reduction in 2014 equity income of
approximately 5 cents per share
Gain from sale of shares will be adjusted
EPS growth guidance expected at low-
end of mid-single-digit growth range
DirecTV Transaction Value
$67.1
Cash Consideration
$14.5 |
Transaction Creates
Unique Competitor Across Mobile, Video and Broadband Platforms
Combined Scale & Capabilities:
Nationwide Mobile Broadband
4G LTE network
300 million LTE POPs*
Nationwide Video Reach
High speed broadband -
70 million customer locations
**
Proven management team with
a track record of integrating
large acquisitions
Strong position in evolving market
Large-scale provider of mobile, video and
broadband with strong customer relationships
Scale pay TV business with OTT optionality
Unparalleled relationship with content
aggregators, best positioned to participate in
evolving product offerings including OTT
Expanded distribution and sales capabilities
Nationwide retail presence, extensive dealer
network and national installation capabilities
Valuable Latin American operations
Significant upside in Latin America, with
untapped penetration and prepaid opportunity
11
* 4G LTE build expected to be substantially complete by summer 2014
** With proposed expansion
. |
Q&A
© 2014 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo
and all other marks contained herein are trademarks of AT&T Intellectual Property
and/or AT&T affiliated companies. All other marks contained herein are the property
of their respective owners. |