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Strategies & Market Trends : Rande Is . . . HOME -- Ignore unavailable to you. Want to Upgrade?

To: J D B who wrote (2246)	1/22/1999 10:13:00 AM
From: Rande Is	Respond to of 57584

PRIMESTAR AGREES TO SELL ASSETS TO HUGHES 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. 01/22/99 /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) CO: PRIMESTAR, Inc.; PRIMESTAR Partners, L.P.; Hughes Electronics Corporation; TCI Satellite Entertainment, Inc.; General Motors Corporation ST: Colorado IN: TLS CPR ENT SU: TNM