Goldman Sachs and Morgan Stanley in $841 Million DIRECTV Stock Offering

Cleary Gottlieb represented underwriters Goldman, Sachs & Co. and Morgan Stanley in a secondary offering of 55 million shares of common stock of The DIRECTV Group Inc. by three General Motors pension trusts, each a selling stockholder.  Gross proceeds from the offering, before discounts, commissions and expenses, were approximately $841 million.  The selling stockholders also granted the underwriters an option to purchase up to an additional 5.5 million shares, exercisable until March 12.  Following the offering, the selling stockholders continue to own approximately 16% of DIRECTV.

The transaction was the first public offering of DIRECTV shares since the company was spun off from General Motors in December 2003.  DIRECTV is a leading provider of digital multi-channel television entertainment and broadband satellite networks and services.  The company is approximately 34% owned by News Corporation-controlled Fox Entertainment Group.