“[T]his transaction was sponsored by EchoStar equity holder Charlie Ergen to impermissibly strip value from bondholders while funneling billions of dollars to himself,” the group states in the letter sent out to the full group of creditors. The letter continues, “This group has roundly and resolutely rejected the latest proposed exchange offer—this group represents more than 85% of the DBS bonds solicited for exchange and has agreed not to participate in the proposed exchange. And all parties to the Cooperation Agreement dated October 1, 2024, are reminded of their obligations not to accept any deal that is not supported by the requisite amount of DBS bondholders,” according to the letter (emphasis theirs).

DISH DBS debt had traded up on EchoStar’s amendment of the exchange offers for the subsidiary’s bonds announced in conjunction with the sale of the DISH pay-TV business to DIRECTV.

The revised terms disclosed late 28 October increased the consideration existing DBS unsecured noteholders would receive on the eventual exchange of their DBS notes into secured notes at DIRECTV upon the closing of the pay-TV business sale, while also extending the deadline to 12 November. The revised terms also reduced the required minimum discount capture from the exchange from $1.568bn to $1.499bn, and made certain other changes to the exchange offer memorandum, including discounts of between 7 cents and 34 cents on the dollar, depending on the maturity and seniority.

The ad hoc group has been focused on ways to tighten covenants of the DIRECTV bond indentures to ensure that the merged entity would pay down debt, in addition to having guardrails to prevent more value being transferred away from the creditors should the merger fall through.

According to details of the letter seen by 9fin, says that the group “was excluded” from the negotiations that led to this deal, and are “puzzled” why anyone thought they would accept it.

The exchange offer “…takes the unprecedented view that equity (Charlie Ergen) should receive a windfall of billions of dollars in an M&A context while bonds should be forced to incur discounts as high as 34%.“

The letters says the ad hoc group are getting “less than nothing” in the deal, making the DBS bondholders “the sole constituency to sacrifice value in this transaction. Why should bondholders accept a $1.5 billion haircut in the context of a multi-billion-dollar M&A transaction that will reward every other participant with billions of dollars in value?”

The letter references the complaint filed against DBS in April, stating the group remains “…highly confident in the merits of the litigation. In fact, if there is any silver lining to the most recent series of egregious liability management exercises sponsored by EchoStar and Charlie Ergen, it is that they further strengthen the already meritorious claims filed in April and provide additional support for the court to hold the defendants accountable to DBS bondholders.”

The letter concludes, “The fate of the DBS-DIRECTV merger now lies with Charlie Ergen. He stands to gain mightily if we can achieve a fully consensual merger transaction that respects bondholders’ rights, including major debt relief and improved financing flexibility for EchoStar. None of these benefits will be possible if he fails to re-engage with our group. It is ultimately his decision whether he wants to seek a negotiated solution that maximizes value for all stakeholders or continue to answer for his brazen conduct in court.”

DISH did not respond to a request for comment by press time.