DirecTV Exchanging Notes


DirecTV Holdings LLC and DirecTV Financing Co. Inc. announced an exchange
offer Friday for up to $1.4 billion in newly issued senior notes for the same
amount of existing bonds.

In a press release, the two units of Hughes Electronics Corp.’s DirecTV Inc.
said they would exchange an aggregate principal amount of $1.4 billion in 8.38%
senior notes due March 15, 2013, for the same amount of existing 8.38% notes due
the same date.

The expiration date of the new offering is 5 p.m. Sept. 22.

In an unrelated move, General Motors Corp. said it would solicit shareholder
votes in early September for the planned spinoff of Hughes and its previously
announced deal to sell its 20% stake in the unit to News Corp.

In a press release, GM said that as part of the transaction, News Corp. would
acquire additional Hughes stock from Hughes shareholders to bring its total
holdings to 34%. GM expects to receive stockholder consent in early October.

The announcement came after the Securities and Exchange Commission declared
effective the registration statements that contain the consent solicitation

Shareholders of record of GM and Hughes stock as of Aug. 1 are eligible to
vote, GM said in the statement.

In April, News Corp. announced its agreement to purchase 34% of Hughes for
$6.6 billion in cash and stock. The deal is expected to close in late 2003 or
early 2004.