DirecTV Completes Malone Transaction

DirecTV said Wednesday night that it has completed the previously announced transaction to recapitalize the stock owned by Liberty Media chairman John Malone, his wife and two trust for the benefit of his children. Under the agreement, first announced in April, the Malones exchanged 21.8 million shares of super-voting Class B common stock in DirecTV for 26.5 million shares of Class A common stock in the satellite giant, reducing their voting stake in the company from 24.3% to about 3%.

As part of the transaction, John Malone has resigned as chairman of DirecTV and he and Liberty executives Paul Gould and Greg Maffei have stepped down from the DirecTV board of directors. DirecTV CEO Michael White has assumed the role of chairman in additions to his other duties. DirecTV also named former PriceWaterhouseCoopers partner Samuel DiPiazza to its board. DirecTV also hired executive search firm Heidrick & Stuggles International to assist in filling the remaining board seats.

The transaction was made to satisfy conditions relating to DirecTV's subsidiary in Puerto Rico imposed by the Federal Communications Commission in February 2008 in connection with the acquisition by Liberty Media of its interest in DirecTV. As a result, DirecTV Latin America will be permitted to remove its Puerto Rican operations from a trust which had been established in 2009.