2016032101

Successor

DIRECTV Holdings LLC

DateDescriptionDocument
Closed

DC Decision 04132016

April 13, 2016: The Americas DC determined that AT&T Inc. became the sole Successor to DIRECTV Holdings LLC on March 21, 2016 under both the Updated 2003 Definitions and the 2014 Definitions (each as defined under the DC Rules). The Americas DC determined that the proportion of debt transfer exceeded the relevant thresholds based on publicly available information on the exchange offer. The DC also considered Section 6.16 of the Agreement and Plan of Merger dated May 18, 2014 between DIRECTV and AT&T Inc., the  disclosure relating to the relevant exchange offer in the Form S-4 filed by AT&T Inc. on March 3, 2016 with the U.S. Securities and Exchange Commission which specifically referred to the acquisition of DIRECTV and previous EMEA DC Successor decisions Brixton PLC and Cadbury Holdings Limited where there had been a lapse of time between corporate activity and the debt transfer and concluded that the exchange offer had occurred "in connection with" a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event to qualify as a Succession Event in accordance with the requirement under Section 2.2(b) of the 2003 ISDA Credit Derivatives Definitions. 

The Americas DC noted there was no similar requirement under the 2014 Definitions which needed to be fulfilled.

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Pending DC Consent