Filed by DIRECTV pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.
Subject Company: DIRECTV
Commission File No.: 001-34554
|
1.
|
Is this a merger or an acquisition?
|
|
●
|
AT&T is acquiring DIRECTV, and once approved there will be a merger of the two companies. You can read the public news release and public filings on directv.com for more details.
|
|
2.
|
Is it true that if DIRECTV does not renew the NFL SUNDAY TICKET contract, the deal will be cancelled?
|
|
●
|
There are a lot of things to get done before the deal closes, including DIRECTV shareholder approval, regulatory approval and closing of the DIRECTV / NFL Sunday Ticket deal.
|
|
●
|
DIRECTV has spoken with the NFL to convey its enthusiasm regarding its deal with AT&T. We are in active discussions with the NFL, which are very positive, and we are confident that the deal with the NFL will get done. We expect the deal to be consummated before the close of the transaction.
|
|
●
|
The NFL has also publicly expressed strong confidence that a deal will get done on an exclusive basis.
|
|
3.
|
How does the proposed Comcast / Time Warner Cable merger impact our deal with AT&T?
|
|
●
|
Our deal with AT&T is about combining these two great companies to provide a stronger competitive alternative that will bring many benefits to consumers. The combined company will be truly unique. While regulators may look through a broad lens of the pay-TV and telecommunications industries, each deal will be evaluated on its merits, and we are confident that regulators and our shareholders will see the value in our combination with AT&T.
|
4.
|
What will happen to other work locations outside of El Segundo? Will you need to relocate, and if you cannot relocate, what are the options? Is there a severance package if you’re displaced?
|
|
●
|
This combination will give employees the advantage of being part of a stronger, more competitive company. Both companies place tremendous value on the talent of their people.
|
|
●
|
The deal is subject to approval by DIRECTV shareholders and regulatory review, which will take approximately 12 months.
|
|
●
|
During this time it will be business as usual in daily operations at all of our sites. Many operational decisions will be made as we approach the close. You will be notified well in advance if any changes are made, either before or after close.
|
|
●
|
If a decision results in a relocation of an employee’s work site, the terms of our Severance Plan would apply.
|
|
5.
|
What will happen to your complimentary DIRECTV service?
|
|
●
|
Until the transaction closes in approximately 12 months, it’s business as usual regarding your complimentary employee account.
|
|
●
|
We have an agreement with AT&T to continue substantially comparable pay and benefits in the aggregate through Dec. 31, 2016 (assuming the transaction closes in 2015). This includes complimentary employee accounts.
|
|
6.
|
What will happen to your compensation and benefits (including bonuses) in 2015, prior to the close of the transaction?
|
|
●
|
It’s business as usual regarding employee pay and benefits (including bonus plans) until the transaction closes in approximately 12 months.
|
|
●
|
Following close of the transaction, we have an agreement with AT&T to continue substantially comparable pay and benefits in the aggregate through Dec. 31, 2016 (assuming the transaction closes in 2015).
|
|
7.
|
What will happen to our 401(k) Savings Plan?
|
|
●
|
Until the transaction closes in approximately 12 months, it’s business as usual regarding employee benefits and your 401(k) Savings Plan.
|
|
●
|
You can continue to make contributions or withdrawals, make changes to your 401(k) contribution and investment elections, and utilize the Plan as you do today.
|
|
●
|
We have an agreement with AT&T to continue substantially comparable pay and benefits in the aggregate through Dec. 31, 2016 (assuming the transaction closes in 2015).
|
|
8.
|
Is there any immediate impact to the DIRECTV Stock Fund in the 401(k) Savings Plan?
|
|
●
|
No. It’s business as usual for the 401(k) plan. You can continue to make investment elections and re-allocate balances in the fund lineup, including the DIRECTV Stock Fund.
|
|
●
|
When the transaction closes, any balance in the DIRECTV Stock Fund will be converted. Your total 401(k) account balance will not change (e.g., if your 401(k) balance is $1,000 at the time of the close, your total 401(k) balance will remain $1,000 after the conversion).
|
●
|
The details of the DIRECTV Stock Fund conversion are still being evaluated. You will receive notification well in advance of the transaction closing date with more details relating to how the conversion of the DIRECTV stock fund to AT&T shares will be handled in the 401(k) Savings Plan.
|
|
9.
|
Does the Education Assistance Program still apply, and will your eligible tuition expenses still be reimbursed?
|
|
●
|
Until the transaction closes in approximately 12 months, it’s business as usual regarding our policy on Education Assistance as a result of this announcement.
|
|
●
|
AT&T currently provides a similar financial assistance for employees to earn academic degrees to support their career development.
|
|
10.
|
Will your existing years of service with DIRECTV carry over to AT&T?
|
|
●
|
Yes, when the transaction closes, active employees’ years of service with DIRECTV will carry over (or be credited) for purposes of vesting in retirement plans, service awards, PTO and severance plan purposes.
|
|
11.
|
Can you buy /sell DIRECTV or AT&T stock during the 12 month period? Are there any restrictions?
|
|
●
|
As long as you are trading only with publicly available information, there is no limitation on purchasing or selling any DIRECTV or AT&T stock.
|
|
●
|
Employees must comply with our Insider Trading policy available on CORE under Resources > Policies & Procedures. If you have any material non-public information, or if you are in doubt, contact our Legal department or check with Keith Landenberger at Keith.Landenberger@DIRECTV.com.
|
|
12.
|
Will I be required to join a union once we combine with AT&T?
|
|
●
|
It’s business as usual before the transaction closes in approximately 12 months.
|
|
●
|
DIRECTV has a great culture of highly-engaged and productive employees who have not chosen to be represented by a third party. This culture is part of what makes us flexible and nimble, and it’s an attractive asset to AT&T, so our approach will continue to encourage positive labor relations.
|
|
●
|
AT&T has a large number of unionized employees, and encourages responsible union-company relations, characterized by mutual responsibility and respect.
|
|
●
|
It’s important to note that regardless of what happens, employees cannot be forced or coerced to join a union; you must choose to do so.
|
|
13.
|
Will we operate as a business unit or a subsidiary of AT&T? What will our organizational structure be post-close?
|
|
●
|
Until the transaction closes in approximately 12 months, we will continue to operate as separate companies and this announcement should have no effect on our daily operations.
|
|
●
|
How DIRECTV fits into the combined company will be one of many long-term operational considerations as we move into the post-close integration period.
|
|
14.
|
What will happen to our brand? Will our logo change? Will we retain the DIRECTV name?
|
|
●
|
We are combining two of the greatest consumer brands in history, and AT&T is acquiring our company partly because of the world-class DIRECTV brand.
|
|
●
|
Until the transaction closes in approximately 12 months, we will continue to operate as DIRECTV, using the DIRECTV branding our customers know and love.
|
|
●
|
We remain separate companies and this announcement should have no effect on our daily operations.
|
|
●
|
Branding will be one of many long-term operational and marketing considerations as we move into the post-close integration period.
|