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Technology Stocks : Primestar/TCI Satellite (TSATA) -- Ignore unavailable to you. Want to Upgrade?


To: Y-fall who wrote (218)1/22/1999 8:01:00 AM
From: judge  Read Replies (1) | Respond to of 442
 
here is the news.. the deal is done.. I'm trying to crunch the numbers. PRIMESTAR Agrees to Sell Assets to Hughes

PR Newswire - January 22, 1999 06:16

ENGLEWOOD, Colo., Jan. 22 /PRNewswire/ -- PRIMESTAR, Inc. announced today that it reached an
agreement with Hughes Electronics Corporation to sell its rights to acquire the Tempo high-power
satellite assets in a transaction valued at $500 million. The consideration to be paid by Hughes consists of
the assumption and repayment of approximately $465 million in advances by PRIMESTAR Partners,
L.P. to Tempo and cash payments totaling $35 million. In a separate transaction, PRIMESTAR, Inc. has
agreed to sell its direct broadcast satellite (DBS) medium-power business and assets for approximately
$1.32 billion in cash and stock. In aggregate the total value of the two transactions is approximately $1.82
billion.

Pursuant to a previously granted option to acquire the Tempo assets, PRIMESTAR will exercise its
rights to sell the Tempo high power satellite assets and related liabilities to Hughes as part of the
transaction. TSAT will receive approximately $67.5 million in consideration (in cash and / or General
Motors Class H common stock) as part of Hughes' purchase of PRIMESTAR's medium power business.
Hughes will also assume and repay approximately $465 million of advances to Tempo made by
PRIMESTAR Partners, L.P., a subsidiary of PRIMESTAR, to fund the construction of the Tempo
satellite assets. TSAT has a 37.2% equity interest in PRIMESTAR and Tempo is a wholly owned
subsidiary of TSAT.

PRIMESTAR currently operates a 160-channel medium-power service using leased satellite capacity at
85 degrees W.L. DIRECTV expects to operate the medium-power PRIMESTAR business for a period
of approximately two years, during which time it will transition PRIMESTAR subscribers to the
high-power DIRECTV service.

The transactions are comprised of 1) the sale by Tempo of its high-power satellite assets and by
PRIMESTAR of its rights to acquire those assets and 2) the sale by PRIMESTAR of its medium-power
DBS assets. In the second transaction, PRIMESTAR will receive approximately $1.32 billion for the
medium-power DBS assets, comprised of $1.1 billion cash and 4.871 million shares of General Motors
Class H (NYSE: GMH) common stock. PRIMESTAR will be responsible for the payment of certain
working capital obligations not assumed by Hughes, satisfaction of its funded indebtedness and costs
currently estimated at $350 million associated with the termination of its high power business strategy and
sale of its medium-power assets to Hughes. The consideration to TSAT described above will be paid out
of the total consideration to PRIMESTAR from Hughes.

The transactions have already been approved by the Boards of Directors of Hughes and PRIMESTAR,
but remain subject to the approval by the Board of Directors of General Motors Corporation, the consent
of certain PRIMESTAR lenders, and receipt of appropriate regulatory and antitrust approvals.

If the proposed transaction with Hughes is not consummated for any reason, PRIMESTAR currently
intends to operate the medium-power business, which may require the restructuring or refinancing of
certain of its liabilities.

TCI Satellite Entertainment, Inc. (Nasdaq: TSATA, TSATB) (TSAT) is a leading digital satellite
company headquartered in Englewood, Colorado. Assets include a 37 percent interest in PRIMESTAR
Inc., which markets and distributes PRIMESTAR equipment and programming nationally, and Tempo
Satellite, Inc., which represents TSAT's high power satellite interests. TCI Satellite Entertainment Series
A and Series B Common Stock trade on The Nasdaq Stock Market under the symbols TSATA and
TSATB respectively.

SOURCE PRIMESTAR, Inc.

/CONTACT: Richard Edmonds, Media Relations, 212-521-5212, or John
Beattie, Investor Relations, 303-712-4859, both of PRIMESTAR, Inc./

/Web site: tsat.com

(TSAT TSATB GMH)