EchoStar and DISH DBS: RSA with 82% Noteholder Support Addresses $9.75B Debt

EchoStar Corporation, the Englewood, Colorado-based telecommunications and satellite company controlled by founder Charlie Ergen, announced on March 19, 2026 that it has entered into a Restructuring Support Agreement with an ad hoc group of creditors holding more than 82% of the debt securities issued by its pay-TV subsidiary, DISH DBS Corporation. The RSA contemplates deleveraging of DISH DBS's balance sheet, including the prepayment of approximately $1.6 billion in term loans and preferred membership interests completed three days before the agreement was signed. The deal provides for a $75 million cash settlement to noteholders and the dismissal with prejudice of all pending litigation between the parties. Implementation may proceed out of court or, if necessary, through a chapter 11 filing.

The agreement follows years of debt negotiations at EchoStar, which has been operating under a going-concern warning from its auditors while executing spectrum asset sales totaling approximately $42.6 billion to AT&T and SpaceX. The RSA addresses the DISH DBS debt overhang that remained after the failed DirecTV-DISH combination, which collapsed in November 2024 when bondholders rejected an exchange offer that would have imposed a $1.5 billion haircut on $8.9 billion of DISH DBS notes.

Company	EchoStar Corporation
Ticker	SATS (NASDAQ)
Headquarters	Englewood, Colorado
CEO	Charlie Ergen (Chairman, President & CEO)
Founded	1980
Key Subsidiaries	DISH Network Corporation, DISH DBS Corporation, Boost Mobile, Sling TV, Hughes Network Systems
FY2025 Revenue	~$15.0 billion
FY2025 Net Loss	~$14.5 billion (primarily non-cash impairments of ~$17.6 billion)
Pay-TV Subscribers	~6.5 million (net loss of ~168,000 in Q4 2025)
Retail Wireless Subscribers	~7.51 million
Broadband Subscribers	~739,000
Total Debt	~$26.5 billion (mid-2025)

From Satellite Distributor to Spectrum Seller

Charlie Ergen, Candy Ergen, and Jim DeFranco founded EchoStar in 1980 as a C-band satellite equipment distributor. Over four decades, the business grew into a platform spanning satellite television (DISH Network), wireless services (Boost Mobile), broadband internet (Hughes Network Systems), and streaming video (Sling TV).

The modern corporate structure traces to January 2024, when EchoStar completed its merger with DISH Network Corporation, reuniting two businesses that Ergen had split in 2008. The reunion brought DISH's subscriber base and its debt load under one roof. DISH DBS Corporation, the subsidiary that houses the pay-TV business, carries the bulk of the legacy funded debt.

Pay-TV Subscriber Erosion and Sling TV

The company's pay-TV business has been in structural decline. DISH TV lost approximately 636,000 subscribers over the full year 2025, ending December with approximately 5.02 million satellite subscribers, down from roughly 5.69 million at year-end 2024. The pace of losses slowed in late 2025 -- net pay-TV subscribers decreased approximately 168,000 in the fourth quarter, compared to 253,000 lost in the year-ago period.

Sling TV, the company's streaming product, recorded a net loss of approximately 167,000 subscribers for the full year 2025, ending the year at approximately 1.98 million, down from roughly 2.1 million at year-end 2024. That reversed a modest gain of 37,000 subscribers in 2024. The service did add approximately 159,000 subscribers in Q3 2025 through promotional pricing, but those gains did not hold through Q4.

Combined DISH TV and Sling TV revenue declined 9.2% for the full year 2025 to approximately $9.7 billion. The broader U.S. pay-TV market continues to contract: cord-cutting households have more than doubled since 2018, rising from 37.3 million to approximately 77.2 million by 2025.

Wireless Business and Spectrum Sales

The wireless ambitions that once anchored EchoStar's growth strategy have been wound down. The company's plan to build a standalone nationwide 5G Open RAN network gave way to a series of spectrum asset sales. Boost Mobile, the company's retail wireless brand, ended Q3 2025 with over 7.5 million subscribers, up from 7 million in Q3 2024. The brand added 223,000 net subscribers in Q3 2025, compared to a net loss of 297,000 in the year-ago quarter. Boost Mobile service revenues totaled $836 million in Q3 2025, up 7% year-over-year. However, Boost Mobile lost approximately 9,000 subscribers in Q4 2025, ending four consecutive quarters of net additions.

Full-year wireless segment revenue increased 5.6% to approximately $3.8 billion. Management stated during the Q4 2025 earnings call that the wireless segment was "very, very, very close to a breakeven business." Approximately $16 billion in cumulative writedowns have been taken to date for network decommissioning and related operational costs.

In August 2025, EchoStar agreed to sell terrestrial low-band and mid-band spectrum to AT&T for approximately $22.65 billion. EchoStar also entered into amended spectrum deals with SpaceX: an initial agreement for approximately $17 billion in a mix of cash and SpaceX stock (subsequently amended to approximately $20 billion), plus a separate $2.6 billion sale of additional spectrum licenses for SpaceX stock. The combined divestiture consideration across all three transactions totals roughly $42.6 billion.

These transactions remain subject to FCC approval. The FCC ended its two investigations into EchoStar's spectrum licenses after the sale agreements were reached. The final tranches of the AT&T transaction are not expected to close until mid-2026. The SpaceX AWS-4 and H-Block closing is expected around November 2027. A coalition of infrastructure vendors -- including American Tower and Crown Castle -- have filed protests with the FCC, alleging EchoStar is using force majeure provisions to avoid paying tower lease obligations.

Boost Mobile will now operate as a hybrid mobile network operator using AT&T's terrestrial infrastructure and SpaceX's Starlink direct-to-consumer capability, with subscribers routed through Boost Mobile's cloud-native 5G core.

DISH DBS Debt Instruments and SubscriberCo Financing

DISH DBS Corporation sits at the center of EchoStar's financial distress. The subsidiary has five series of outstanding notes with a combined face value of approximately $9.75 billion:

Instrument	Outstanding Principal	Key Terms
5.25% Senior Secured Notes	~$2.75 billion	Due 2026; issued November 2021
7.75% Senior Notes	~$2.0 billion	Due 2026; issued June 2016
5.75% Senior Secured Notes	~$2.5 billion	Due 2028
7.375% Senior Notes	~$999 million	Due 2028
5.125% Senior Notes	~$1.5 billion	Due 2029
11.25% Term Loan (DBS SubscriberCo)	Prepaid March 16, 2026	~$1.6 billion combined with preferred
13.75% Preferred Membership Interests (DBS SubscriberCo)	Prepaid March 16, 2026	See above

The two 2026 maturities alone total approximately $4.75 billion, presenting an immediate refinancing wall. The secured notes (5.25% due 2026 and 5.75% due 2028) have priority over the unsecured notes in any recovery scenario.

The term loan and preferred membership interests at DBS SubscriberCo, carrying rates of 11.25% and 13.75% respectively, originated from financing provided by TPG Angelo Gordon and co-investors in 2024 when they supplied $2.5 billion to fully refinance a November 2024 debt maturity and provide interim liquidity.

At the parent level, EchoStar's consolidated balance sheet carried approximately $26.5 billion of total debt as of mid-2025, with a debt-to-equity ratio of 5.37. KPMG, the company's auditor, included a going-concern qualification in its opinion on the FY2025 10-K (filed March 2, 2026), stating that EchoStar "does not currently have the necessary cash on hand and/or projected future cash flows or committed financing to fund its obligations for at least twelve months."

FY2025 Financial Results

EchoStar reported FY2025 revenue of $15.0 billion, down from $15.83 billion in FY2024. The net loss was $14.5 billion, driven primarily by non-cash impairments of approximately $17.6 billion on wireless and satellite assets. Basic and diluted loss per share from continuing operations was $50.41, compared to $0.44 in FY2024. Approximately $16 billion in cumulative charges have been taken to date for network decommissioning.

Q4 2025 revenue was $3.80 billion, down 4.3% year-over-year. The company reported Q4 loss per share of $1.03. Satellite services broadband subscribers decreased by approximately 44,000 in Q4, ending the quarter at 739,000 -- an improvement from the 59,000 lost in the year-ago quarter.

Collapse of the DirecTV Acquisition

On September 30, 2024, EchoStar announced a suite of transactions that included the sale of DISH TV and Sling TV to DirecTV. Under the terms, DirecTV would acquire EchoStar's video distribution businesses in exchange for the assumption of DISH DBS debt and $1 in cash. The combination would have created the largest U.S. pay-TV provider with approximately 18 million subscribers. At close, EchoStar estimated it would have reduced its consolidated debt (excluding financing leases and other notes payable) by approximately $11.7 billion and reduced its 2026 refinancing needs by approximately $6.7 billion.

The deal required DISH DBS bondholders to consent to an exchange offer: swapping their existing notes, with a face value of approximately $9.75 billion, for new notes issued by a combined DirecTV entity at a discount. The proposed exchange would have resulted in an estimated $1.5 billion loss on approximately $8.9 billion of bonds. As of October 28, 2024, only $376 million in aggregate principal had been validly tendered across all five note series -- a fraction of the total outstanding.

An ad hoc bondholder group that included BlackRock demanded that DirecTV reduce the proposed discount from approximately $1.6 billion to $300 million. TPG rejected the counter-proposal.

On November 22, 2024, DirecTV formally terminated the acquisition. CEO Bill Morrow stated that "the proposed exchange terms were necessary to protect DirecTV's balance sheet and our operational flexibility."

TPG subsequently completed its acquisition of the remaining 70% stake in DirecTV from AT&T on July 2, 2025, for approximately $7.6 billion, giving the private equity firm full ownership.

Bondholder Litigation

Litigation preceded the RSA. In April 2024, DISH DBS noteholders sued EchoStar over alleged asset transfers and breach of indenture provisions. U.S. Bank Trust Company, National Association, filed suit as trustee for the noteholders in the Southern District of New York.

The original complaint targeted a series of transactions in January 2024 in which DISH Network transferred unencumbered wireless spectrum licenses, part of a $4.7 billion intercompany receivable owed by DISH Network to DBS, approximately three million DISH TV subscribers, and Sling TV to either new parent EchoStar or unrestricted subsidiaries -- placing those assets beyond the noteholders' reach.

In July 2024, the trustee filed a second amended complaint adding allegations that DBS transferred approximately $976 million to DISH Network through non-ordinary-course advances in Q4 2023 and Q1 2024 without receiving any value in return.

The trustee alleged these transactions breached Section 4.07 of the DBS indentures, which prohibits DBS from transferring assets to entities not bound to repay the DBS notes, including unrestricted subsidiaries. EchoStar argued the January 2024 asset transfers were permitted under a builder basket provision allowing restricted payments so long as DBS maintained an 8:1 debt-to-cash-flow ratio. The trustee countered that proper calculations under the indenture provisions produced an excessive ratio and that the officers' certificate filed by the company was incorrect.

U.S. District Judge Jessica G.L. Clarke denied EchoStar's motion to dismiss the trustee's claims for breach of indenture and fraudulent transfer. The court found the trustee adequately pleaded both the breach of contract claims and the actual and constructive fraudulent transfer claims, except for claims related to the September 2024 transactions. Judge Clarke stated that the breach of contract claims "turn largely on factual disputes" that could not be resolved at the pleading stage.

S&P Global Ratings downgraded DISH DBS Corporation's debt ratings following the asset transfers.

RSA Terms and Settlement Structure

The RSA, disclosed via 8-K on March 19, 2026, was executed by EchoStar Corporation, DISH Network Corporation, DISH DBS Corporation, and certain subsidiaries. The counterparty is an ad hoc group representing more than 82% of holders of DISH DBS debt securities. Key terms include:

Prepayment of DBS SubscriberCo obligations. On March 16, 2026 -- three days before the RSA was signed -- DBS SubscriberCo prepaid without penalty its outstanding 11.25% term loan and 13.75% preferred membership interests, retiring approximately $1.6 billion of high-cost financing. The prepayment was made in full and ahead of schedule. This eliminated the structural subordination that the SubscriberCo financing layer created between the company's assets and the DISH DBS noteholders.

$75 million cash settlement. No later than three business days after the RSA effective date, DISH DBS must wire $75 million to supporting noteholders as a claim settlement payment. This resolves the pending litigation claims related to the asset transfer and indenture breach allegations.

Litigation dismissal. All pending litigation between the DISH DBS noteholders and the company -- including the U.S. Bank trustee action in the Southern District of New York -- will be dismissed with prejudice.

Enhanced noteholder protections. The RSA introduces new covenant protections for DISH DBS noteholders, addressing the indenture concerns raised in the litigation about asset transfers, restricted payments, and intercompany transactions. These protections constrain EchoStar's ability to move assets out of the DBS restricted group without noteholder consent.

M&A flexibility. In exchange for the enhanced protections and cash settlement, the agreement gives EchoStar increased flexibility to pursue mergers and acquisitions. The RSA term sheet provides a framework under which noteholders would consent to indenture amendments necessary to facilitate an M&A transaction, subject to the conditions outlined in the agreement.

Dual implementation path. The restructuring may be implemented either out of court or through a chapter 11 filing. The RSA term sheet includes a deadline by which the parties must elect one path or the other, giving the company a window to attempt consensual out-of-court implementation first. A chapter 11 filing would become necessary if certain indenture amendments cannot be achieved without court-supervised cramdown.

Advisory Roles

White & Case LLP advised DISH DBS Corporation on the RSA. The team was led by Financial Restructuring and Insolvency partners Thomas Lauria (Miami), Matthew Linder (Chicago), and Laura Baccash (Chicago), with support from Capital Markets, M&A, Debt Finance, Tax, and Litigation partners across the firm. Milbank LLP represented the ad hoc group of DISH DBS noteholders.

DirecTV Combination and Changed Conditions

The RSA does not mention DirecTV by name. Bloomberg reported that the restructuring paves the way to revive a possible DirecTV deal.

The failed November 2024 deal collapsed because bondholders refused to accept a $1.5 billion haircut on their notes. The March 2026 RSA takes a different approach: rather than asking bondholders to absorb losses, it provides a cash settlement, enhanced protections, and the elimination of the DBS SubscriberCo financing layer. In return, the noteholders grant EchoStar flexibility to pursue an M&A transaction.

Several conditions have changed since November 2024:

• Spectrum monetization. The AT&T and SpaceX spectrum sales, totaling approximately $42.6 billion across three transactions, would inject cash and SpaceX equity into the EchoStar structure if approved by the FCC. The AT&T deal is expected to close in mid-2026; the largest SpaceX deal around November 2027.

• Litigation resolved. The dismissal of the U.S. Bank trustee action and all related bondholder litigation under the RSA removes a source of uncertainty for any M&A due diligence. The Section 4.07 indenture breach claims and fraudulent transfer claims had survived the motion to dismiss stage.

• DBS SubscriberCo eliminated. The prepayment of the $1.6 billion in high-cost financing at 11.25% and 13.75% rates simplifies the DISH DBS capital structure and removes an intermediate claim on subscriber cash flows.

• DirecTV ownership transition. TPG completed its acquisition of the remaining 70% stake in DirecTV from AT&T on July 2, 2025, paying approximately $7.6 billion. TPG now has full control through its TPG Capital platform.

• Exchange offer history. The failed October 2024 exchange offer, which attracted only $376 million in tenders against $9.75 billion outstanding, demonstrated that bondholders would not accept a discount. The RSA's approach of providing cash and covenant improvements rather than seeking a haircut addresses that dynamic.

Implementation Path and Pending Conditions

With 82% of DISH DBS noteholders supporting the RSA, the parties have sufficient support to implement the deal consensually in most scenarios. An out-of-court implementation would be faster and less costly.

A chapter 11 filing remains available as a backstop. A prepackaged or prearranged bankruptcy could bind holdout creditors through a plan confirmation process or facilitate an M&A transaction through Section 363 sale authority. The RSA term sheet includes a specific election deadline for choosing between the out-of-court and in-court paths.

The choice between paths depends on several factors: the level of holdout opposition from the remaining approximately 18% of non-supporting noteholders, the timeline for any DirecTV transaction, the status of FCC approval for the spectrum sales, and the market environment for DISH DBS notes -- particularly the two 2026 maturities totaling approximately $4.75 billion.

Outstanding Risks and Next Steps

The immediate next steps include the $75 million settlement payment to noteholders, the formal dismissal of pending litigation, and the implementation of enhanced covenant protections.

The going-concern warning from KPMG remains in effect. The spectrum sales to AT&T and SpaceX represent the company's primary path to addressing its debt load, but they require FCC approval on timelines extending to late 2027.

The vendor protests from American Tower, Crown Castle, and other infrastructure companies add regulatory risk. These parties allege EchoStar is invoking force majeure provisions to avoid tower lease payments, and their filings could complicate FCC review of the spectrum transfers.

The two DISH DBS note series maturing in 2026 -- the 5.25% Senior Secured Notes ($2.75 billion) and 7.75% Senior Notes ($2.0 billion) -- present a near-term refinancing wall that could accelerate the timeline for either an out-of-court resolution or a chapter 11 filing. Whether the restructuring proceeds out of court or through chapter 11 will depend on execution, holdout dynamics, and the regulatory landscape.

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