DISH DBS, Wireless - Chapter 11 Case Summary

Business Description

Headquartered in Englewood, CO, DISH DBS Corporation ("DBS") and DISH Wireless L.L.C. ("DWLLC"), together with their Debtor and non-Debtor affiliates, are subsidiaries of EchoStar Corporation (NASDAQ: ECHO) ("EchoStar," and collectively with the Debtors and EchoStar's non-Debtor subsidiaries, the "Company"). The Company is a premier provider of technology, networking services, television entertainment, and connectivity, serving consumer, enterprise, operator, and government customers worldwide.

• The Company markets its solutions under a portfolio of brands that includes Boost Mobile, DISH, Gen Mobile, Sling TV, EchoStar, Hughes, HughesNet, HughesON, and JUPITER.
• As of the Petition Date, the Company employed approximately 10,400 people in the United States and served more than 6 million pay-TV subscribers, approximately 7 million wireless subscribers, and approximately 641,000 broadband subscribers.

The Debtors operate two of the Company's four business segments:

• Pay-TV: Operated by the DBS Debtors under the DISH and Sling TV brands. In 2025, the Pay-TV segment generated operating income of $2.4 billion on revenue of $9.7 billion, historically making it the Company's largest revenue driver.
• Other (Legacy 5G Network): Held by the DISH Wireless Debtors, led by DWLLC. From 2020 to 2025, these entities operated the Company's Wireless segment under the Boost Mobile and Gen Mobile brands and invested more than $13 billion—funded primarily by an intercompany loan from DNC—to build out a nationwide 5G mobile network.
  • EchoStar's non-Debtor subsidiaries invested an additional $3 billion in the buildout and, since 2008, have paid more than $30 billion to acquire spectrum licenses from the FCC and through secondary-market transactions (excluding $10 billion of capitalized interest).
  • In 2024, the last full year of 5G Network operations, the wireless business generated an operating loss of $477 million on revenue of $3.6 billion.

The Company's remaining two segments are not implicated by these Chapter 11 Cases: the Wireless segment now conducts its ongoing Hybrid MNO operations through non-Debtor BoostCo, and the Broadband and Satellite Services segment operates through EchoStar's wholly owned subsidiary Hughes Satellite Systems Corporation.

For the fiscal year ended 2025, the Company reported consolidated revenue of approximately $15.0 billion. As of December 31, 2025, the Company had total assets of approximately $43.0 billion (approximately $5.1 billion current and $37.9 billion non-current) and total liabilities of approximately $37.2 billion (approximately $12.4 billion current and $24.8 billion non-current).

DISH DBS Corporation, DISH Wireless L.L.C., and 16 affiliated Debtors filed prepackaged petitions for Chapter 11 protection (the "Petition Date") in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, requesting joint administration under lead Case No. 26-90627 (CML).

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Corporate History

The Company was founded in 1980 by Charlie Ergen, Candy Ergen, and James DeFranco as a C-band satellite distributor. Over the ensuing 46 years, it pioneered technological advancements that reshaped the telecommunications industry. Key milestones include:

• 1987–1992: Filed for a direct broadcast satellite license and, in 1992, was granted its first orbital slot: 119° west longitude.
• 1995–1996: Launched its first satellite, EchoStar I, and gained its first pay-TV customers in March 1996.
• Late 1990s–2000s: Continued deploying satellite assets, enabling DNC to grow rapidly while innovating the world's first DVR and voice remote.
• 2008: Completed a corporate restructuring that spun off DNC from EchoStar into a separate, publicly traded company—EchoStar focusing on satellite assets, technology, and infrastructure services, and DNC retaining the consumer-facing satellite television business. Beginning that same year, the Company spent more than $30 billion to acquire spectrum licenses.
• 2015: Launched Sling TV, the first live, over-the-top domestic television service, introducing a more affordable and flexible model of entertainment.
• 2020: Acquired Boost Mobile to preserve a fourth facilities-based carrier following T-Mobile's acquisition of Sprint, and subsequently deployed a 5G Network built on a cloud-native, open radio access network architecture—the first of its kind at nationwide scale in the United States.
• December 31, 2023: Merged DNC back into EchoStar, reuniting the companies after more than a decade of separate operations and combining Satellite and Broadband Communications, Pay-TV, and Wireless assets under a single corporate structure.
• March 2026: Successfully launched the EchoStar XXV satellite, a high-power Ku-band satellite delivering direct-to-home television broadcasting for DISH Network across North America, into a geosynchronous transfer orbit.

The 5G Buildout and FCC-Directed Spectrum Sales

• In 2020, DNC acquired Sprint Corporation's Boost Mobile business for $1.4 billion, subject to working-capital adjustments, to satisfy antitrust conditions to T-Mobile's acquisition of Sprint. DWLLC then built out its 5G Network under a complex set of terms negotiated with the FCC.
• By May 5, 2025, DWLLC had deployed more than 144,000 radios across over 24,000 tower sites nationwide, providing coverage to more than 80% of the U.S. population. The FCC certified the Company's compliance with its buildout commitments on September 29, 2023, and again confirmed all obligations had been met as of September 8, 2025.
• In August and September 2025, EchoStar and certain non-Debtor affiliates entered into definitive agreements to sell a material portion of their spectrum licenses—including those necessary to operate the 5G Network—to AT&T and SpaceX. Following these transactions, DWLLC discontinued its 5G deployment in August 2025 after meeting the FCC's interim and final buildout requirements and began decommissioning the network.

Corporate Structure

EchoStar is the ultimate parent of each of the Debtors.

• EchoStar maintains two classes of voting common equity. Its Class A shares trade on NASDAQ under the symbol "ECHO" and carry one vote per share, while its Class B shares are not publicly traded, carry ten votes per share, and are convertible into an equal number of Class A shares.
• Chairman and CEO Charlie Ergen beneficially owns approximately 51.0% of EchoStar's equity securities and approximately 90.3% of the total voting power of all classes of shares.
• EchoStar's direct subsidiary, DNC, is the indirect parent of DBS, which—together with its subsidiaries—operates the Pay-TV segment. DBS is also the direct parent of Neyland Networks L.L.C., the sole member of DWLLC; DWLLC and its subsidiaries comprise the Other segment.

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Operations Overview

The Company operates through four primary business segments—Pay-TV, Wireless, Broadband and Satellite Services, and Other. These Chapter 11 Cases implicate only the Pay-TV segment (operated by the DBS Debtors) and the Other segment (the legacy 5G Network held by the DISH Wireless Debtors).

Pay-TV

The DBS Debtors offer pay-TV services under the DISH and Sling TV brands, handling the sale, billing, and servicing of subscriptions, managing customer relationships, and holding the FCC licenses for direct broadcast satellite and fixed satellite service spectrum used to deliver programming.

• For fiscal year 2025, Pay-TV accounted for approximately 65% (approximately $9.7 billion) of consolidated revenue and produced operating income of approximately $2.4 billion.
• As of March 31, 2026, DBS had approximately 6.6 million U.S. pay-TV subscribers, comprising approximately 4.8 million DISH TV subscribers and approximately 1.8 million Sling TV subscribers.

DISH. The Company's vertically integrated, direct-to-home satellite television business operates under the DISH brand. Unlike cable, which relies on terrestrial hybrid fiber-coax networks, DISH transmits linear multichannel video via satellites in fixed orbital slots.

• The DBS Debtors rely on a fleet of eight satellites orbiting roughly 22,300 miles above the equator—seven owned and one leased from a third party. Programming from national cable networks, local broadcast affiliates, and premium programmers is aggregated at centralized broadcast centers, where it is encoded, compressed, encrypted, and transmitted to the satellites for retransmission across the continental United States, Alaska, Hawaii, and Puerto Rico.
• Subscribers pay monthly fees structured around tiered channel bundles and often commit to two-year service agreements. Additional revenue streams include premium movie networks, sports add-ons, international programming tiers, pay-per-view events, video-on-demand rentals, equipment lease fees, installation charges, and protection plans.

Sling. Debtor Sling TV L.L.C. operates the Company's multichannel, live-linear and on-demand streaming service, targeting customers who forgo traditional satellite or cable pay-TV, seek a lower-cost alternative, or watch primarily on mobile devices.

• Sling ingests live feeds at centralized facilities, transcodes them into streaming formats, and distributes them across smart TVs, streaming devices, mobile platforms, gaming consoles, and web browsers. Because delivery occurs over the internet, no dish installation, technician visit, or proprietary receiver is required—subscribers simply download an app and activate service.
• The service was designed to disrupt large cable bundles through smaller, modular "skinny bundles." Its core offerings, Sling Orange and Sling Blue, organize channels into thematic clusters and can be combined or supplemented with optional mini-bundles, with daily, weekly, or month-to-month pricing and no long-term contracts.
• Sling's user interface emphasizes personalization, integrated search, curated recommendations, and cross-device continuity, requiring ongoing software development and cloud infrastructure investment rather than satellite capital expenditure.

Wireless

Wireless is the Company's newest segment, offering nationwide services under the Boost Mobile and Gen Mobile brands along with a portfolio of wireless devices. Its ongoing Hybrid MNO operations, implemented following EchoStar's agreements to sell spectrum to AT&T and SpaceX, are conducted through non-Debtor BoostCo and are not implicated by these cases.

• As of the Petition Date, the Company had approximately 7 million wireless subscribers. For fiscal year 2025, the segment accounted for approximately 25% (approximately $3.8 billion) of consolidated revenue and recorded net losses of approximately $495 million, having incurred operating losses in every fiscal year since 2022.
• Boost Mobile represents the largest portion of the wireless subscriber base, targeting price-sensitive consumers with predominantly prepaid, no-contract plans emphasizing unlimited talk and text with tiered data. It offers premium devices—including the latest iPhones, Samsung, and Motorola models—through a hybrid distribution model spanning branded retail stores, third-party retailers such as Amazon and Walmart, and digital channels.
• Gen Mobile serves a narrower, strategically distinct segment focused on low-income consumers and participants in federal support programs such as Lifeline and, previously, the Affordable Connectivity Program, offering ultra-low-cost plans centered on essential connectivity.

Other (Legacy 5G Network)

The Other segment consists primarily of the Company's legacy 5G Network and related deployment operations that are not utilized in the Wireless segment's Hybrid MNO operations. Following the August and September 2025 spectrum sales to AT&T and SpaceX, DWLLC discontinued deployment and began decommissioning the network. As of November 15, 2025, the Company had no customer traffic on the 5G Network.

Legal and Regulatory Framework

The Debtors' operations are subject to a complex and highly technical regulatory structure, with FCC oversight at its core.

• For Pay-TV, the FCC regulates spectrum licensing, orbital slot assignments, satellite construction milestones, signal carriage rules, and public interest obligations. The Company must also secure retransmission consent from local broadcast stations and negotiate multiyear content licensing agreements, and it is subject to consumer protection, advertising, and privacy statutes. Compliance costs are significant, and legislative changes can influence the economics of the Pay-TV model.
• For Wireless, the Company cannot operate its facilities without FCC spectrum licenses, which carry buildout milestones and conditions whose breach can result in license termination. Licensees must maintain control of their licenses and facilities, avoid harmful interference, coordinate with other spectrum users, and pay annual regulatory and filing fees. Any reorganization is treated as a transfer of control requiring FCC approval, which the Company intends to request in these cases.

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Prepetition Obligations

As of the Petition Date, the DBS Debtors carry approximately $9.75 billion in aggregate principal amount of funded debt, consisting entirely of the DBS Notes—approximately $5.25 billion of which is secured by substantially all of the DBS Debtors’ assets, with the remaining approximately $4.5 billion unsecured. The DBS Debtors report sufficient cash, cash equivalents, and accounts receivable to fund ordinary course operations and pay restructuring expenses, and do not anticipate the need for debtor-in-possession financing. The Company’s prepetition capital structure is summarized below:

DBS Debtors — Secured Funded Debt

• DBS issued two series of senior secured notes—together, the “DBS Senior Secured Notes”—totaling $5.25 billion in aggregate principal:
  • 5.250% Senior Secured Notes due December 1, 2026: $2.75 billion.
  • 5.750% Senior Secured Notes due December 1, 2028: $2.5 billion.
• The notes are secured by substantially all of DBS’s assets—subject to exclusions including the DNC 2021 Intercompany Loan—and are guaranteed by each of the other DBS Debtors. The full principal amount remains outstanding as of the Petition Date.

DBS Debtors — Unsecured Funded Debt

• DBS also issued three series of unsecured senior notes—together, the “DBS Senior Notes”—totaling $4.5 billion in aggregate principal:
  • 7.750% Senior Notes due July 1, 2026: $2.0 billion.
  • 7.375% Senior Notes due July 1, 2028: $1.0 billion.
  • 5.125% Senior Notes due June 1, 2029: $1.5 billion.
• The notes are guaranteed by each of the other DBS Debtors, and the full principal amount remains outstanding as of the Petition Date.
• The 2026 Senior Notes mature on July 1, 2026. As of the Petition Date, DBS lacks sufficient liquidity to both repay the 2026 Senior Notes and satisfy its ordinary course obligations.
  • Upon the AT&T closing, DNC will pay amounts that DBS will use to, among other things, repay and retire the 2026 Senior Notes in full. Owing to unforeseen delays in obtaining the requisite regulatory approvals, however, the AT&T Transactions have not yet closed.

DBS Debtors — Intercompany Loans

• Beyond their funded debt, the DBS Debtors are party to intercompany loans with affiliates, including the DISH Wireless Debtors and DNC (excluding the June and September 2024 loans of $1.711 billion and $535 million that DBS made to DNC, which DNC repaid concurrently with execution of the RSA).
• DBS Secured Loan: In April 2026, DBS, as lender, extended a $75 million term loan to DWLLC, as borrower, for general corporate purposes, supported by a May 2026 guarantee and security agreement from DW Leasing.
  • The loan matures on April 21, 2027 and bears interest at 5.50% per annum, payable in cash on the first day of each month, with an additional 2.0% per annum accruing at DBS’s option upon a default or after acceleration.
  • It is prepayable in full or in part at any time without premium or penalty, and is secured by a lien on substantially all of DWLLC’s and DW Leasing’s assets and guaranteed by DW Leasing.
  • As of the Petition Date, $75 million remains outstanding, to be repaid in full upon the closing of the DISH Wireless Debtors’ sale of substantially all of their assets, subject to Bankruptcy Court approval.
• DNC 2021 Intercompany Loan: In November 2021, DBS, as lender, extended a loan to DNC, as borrower, to finance the purchase of wireless spectrum licenses and for general corporate purposes, including 5G Network deployment.
  • The loan matures in two tranches: an approximately $4.8 billion 2026 Tranche due December 1, 2026, and an approximately $2.8 billion 2028 Tranche due December 1, 2028.
  • It was initially secured by interests in the Company’s 3.45–3.55 GHz Licenses; during the first quarter of 2025, certain of those licenses were substituted for other previously unencumbered spectrum licenses of equal or greater value.
  • Interest accrues and is payable semiannually in cash. As of the Petition Date, approximately $7.6 billion remains outstanding, plus accrued interest.

DISH Wireless Debtors — Funded Debt and Intercompany Obligations

• As of the Petition Date, the DISH Wireless Debtors’ obligations comprise (a) DWLLC’s and DW Leasing’s guarantee of DNC’s $3.5 billion DNC Senior Secured Notes; (b) DWLLC’s approximately $8.8 billion DWLLC Intercompany Loan (principal and accrued interest); and (c) DWLLC’s $75 million DBS Secured Loan. Prior to the Petition Date, in accordance with the RSA, a November 2024 loan agreement carrying a $4.50 billion borrowing principal from EchoStar Financing L.L.C. to DWLLC was extinguished in the amount of $3.89 billion.
• DNC Senior Secured Notes Guarantee: DWLLC and DW Leasing guarantee DNC’s 11.75% senior secured notes due 2027, issued in an aggregate principal amount of $3.5 billion.
  • The notes are secured by the Company’s 600 MHz spectrum licenses, which EchoStar has agreed to sell to AT&T under the AT&T License Purchase Agreement.
  • At least ten days before closing, EchoStar must deliver evidence to AT&T that it has issued a notice of redemption of all outstanding notes. The notes will be redeemed in full substantially concurrently with the AT&T closing using transaction proceeds, discharging the indebtedness in full. Accordingly, the Plan provides that the notes will be redeemed in full on the AT&T closing date, with no distributions made on their account.
• DWLLC Intercompany Loan: Beginning in 2020, DNC extended intercompany loans to DWLLC—primarily to build out the 5G Network—later memorialized under an August 2025 loan agreement.
  • As of June 28, 2026, the aggregate balance was $8,856,507,760.88, including principal and accrued interest, and reflecting $5.0 billion of loan forgiveness as consideration for contributions related to the Hybrid MNO transaction.
  • The loan matures on November 30, 2030 and accrues interest at 11.50% per annum, payable monthly in kind (and, after the second anniversary of the effective date, in cash or in kind).
• DBS Secured Loan: As noted above, DWLLC is also the borrower under the $75 million DBS Secured Loan, which is contemplated to be repaid in full upon the closing of the DISH Wireless Debtors’ asset sale, subject to Bankruptcy Court approval.

DISH Wireless Debtors — Lease Obligations

• DWLLC is party to long-term real property leases—including communications towers, data centers, office space, warehouses, and distribution centers—as well as operating and finance leases for vehicles and equipment, a significant portion of which were entered in connection with the 5G Network deployment.
  • In 2025, rent under the tower leases totaled approximately $567.8 million.
  • DWLLC has asserted that the FCC’s 2025 actions excused its performance obligations under the tower leases as of the dates it notified counterparties that those actions constituted force-majeure events or otherwise excused performance, prompting it to discontinue 5G Network deployment. Following the Company’s transition to Hybrid MNO operations, it no longer has business operations that can make use of these communications tower leases.

Shared Services Obligations

• In the ordinary course of business, the Debtors rely on non-Debtor affiliates EchoStar, DNC, DISH Purchasing Corporation, and Echosphere (the “Shared Services Providers”) for operational, administrative, technological, and other corporate services critical to their operations.
  • Echosphere serves as the Company’s employer of record and supplies the employees needed to run the Debtors’ businesses. On the Debtors’ behalf, DNC funds employee compensation and benefits—including wages, health and welfare benefits, incentive programs, severance, 401(k) contributions, paid leave, workers’ compensation, fringe benefits, non-employee director compensation, and payroll processing—with the Debtors incurring corresponding intercompany obligations to DNC.
  • The Debtors also benefit from third-party services arranged by the Shared Services Providers, such as tax, insurance and surety bond, utilities, customer programs, and other vendor services. DNC pays the providers directly, and the Debtors reimburse DNC through intercompany obligations rather than paying the third parties themselves.
• As of the Petition Date, the DISH Wireless Debtors owe approximately $3.7 million and the DBS Debtors owe approximately $2.2 billion to the Shared Services Providers. The Debtors have filed a motion to continue performing under the shared services agreement with their non-Debtor affiliates.

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Events Leading to Bankruptcy

Company Overview and Business Segments

• Founded in 1980, EchoStar Corporation (NASDAQ: ECHO) provides pay-TV, wireless, and internet services to millions of customers. As of the Petition Date, the Company employed approximately 10,400 people in the United States and served more than 6 million pay-TV subscribers, roughly 7 million wireless subscribers, and approximately 641,000 broadband subscribers.
• The Debtors comprise two of the Company's business segments, each facing distinct pressures that converged in these prepackaged Chapter 11 Cases:
  • Pay-TV (DBS Debtors): Operating the DISH®- and Sling TV®-branded services, the segment generated operating income of $2.4 billion on revenue of $9.7 billion in 2025.
  • Wireless (DISH Wireless Debtors): Led by DWLLC, the segment operated the Boost Mobile® and Gen Mobile® brands from 2020 to 2025. The DISH Wireless Debtors invested more than $13 billion—funded primarily by an intercompany loan from DNC—to build out a nationwide 5G network. In 2024, its last full year of operations, the wireless business posted an operating loss of $477 million on revenue of $3.6 billion.

DBS Debtors: Structural Decline in Pay-TV

• Although the DBS Debtors continue to generate significant revenue and cash flow, their operations have been steadily eroded by industry-wide cord-cutting, rising programming costs, and intensifying competition from streaming platforms.
  • After peaking at more than 14 million subscribers in 2014, the Pay-TV segment recorded its first full-year net subscriber loss in 2015 and has since declined every year—shedding roughly 7.3 million net subscribers—as consumers migrated to on-demand streaming and broadband-delivered content.
  • While Sling TV has offset some losses by appealing to cord-cutters, its month-to-month model carries higher churn than the satellite business, demanding constant marketing and acquisition spend to sustain subscriber levels.
• In response, the DBS Debtors pivoted from chasing gross subscriber counts to maximizing profitability per remaining subscriber—deploying targeted retention credits, selective bill reductions and contract extensions for high-value customers, disciplined Sling TV marketing spend, more aggressive programming negotiations (including temporary channel takedowns), tiered placement of high-cost channels, and broad cost cuts across corporate staff, fleets, field and warehouse operations, and call centers.

The January 2024 Transactions and Bondholder Litigation

• Following EchoStar's all-stock acquisition of DNC (including DBS), which closed December 31, 2023, the combined company pursued a series of integration transactions designed to unlock financial and operational flexibility:
  • The January 2024 Transactions assigned approximately three million pay-TV subscribers from DBS to a newly designated unrestricted subsidiary, DBS SubscriberCo; assigned a DNC intercompany loan receivable to an EchoStar subsidiary; and designated the Sling TV business as unrestricted subsidiaries.
  • In September 2024, DBS SubscriberCo secured approximately $2.3 billion in secured debt and $200 million in preferred equity, the proceeds of which were loaned to DBS primarily to repay roughly $2.0 billion of senior notes maturing in November 2024.
• In April 2024, the indenture trustee for two series of DBS Notes commenced the Bondholder Lawsuit, later removed to the Southern District of New York, alleging breach of the indentures and actual and constructive fraudulent transfer under the Colorado Uniform Fraudulent Transfer Act.
  • On August 21, 2025, the court dismissed the fraud claims tied to the September 2024 transactions without prejudice as speculative, but allowed the remaining, fact-intensive claims to proceed. The litigation was ultimately dismissed on March 20, 2026 in connection with the RSA.

The Failed DirecTV Transaction

• To address the structural mismatch between declining pay-TV revenue and high fixed debt-service obligations, the Company entered into an Equity Purchase Agreement with DirecTV on September 29, 2024. The deal would have transferred all of the Company's equity in DBS to DirecTV and, if consummated, reduced consolidated Pay-TV debt by an estimated $11.7 billion while easing near-term refinancing needs.
• The transaction was contingent on a companion debt-exchange offer to DBS Noteholders. When holders rejected the exchange, DirecTV terminated the agreement on November 22, 2024.

DISH Wireless: The 5G Network Buildout and Spectrum Investment

• Beginning in 2008, the Company assembled a nationwide spectrum portfolio through FCC auctions and strategic acquisitions (including the DBSD North America and TerreStar bankruptcies). In July 2020, it stepped in as the fourth facilities-based carrier required by regulators to preserve competition in the T-Mobile/Sprint merger, acquiring Boost Mobile from Sprint for $1.4 billion and commencing its own 5G buildout.
• As a condition of that approval, the FCC imposed a complex set of deployment commitments and milestones, with failure risking license forfeiture and fines of up to $2.2 billion. Despite a global pandemic, supply chain disruptions, and inflation, the Company timely met every milestone.
  • In total, the Company invested more than $46 billion in its 5G network—over $30 billion to acquire spectrum licenses (excluding $10 billion of capitalized interest) and more than $16 billion to construct infrastructure, including over 144,000 radios across more than 24,000 cell sites nationwide.
  • The buildout also marked the Company's transition from a mobile virtual network operator (MVNO), reliant on third-party carriers, toward a mobile network operator (MNO) delivering service over its own licensed spectrum and infrastructure.

The 2024 Extension and Accelerated Buildout Commitments

• In September 2024, the Company asked the FCC to conditionally extend certain final buildout deadlines so it could densify its network in the most populous markets. In exchange, it committed to seven accelerated and expanded milestones (Commitments 1–7)—among them, covering more than 80% of the U.S. population by year-end 2024, deploying 24,000 sites by June 2025, upgrading to a next-generation 5G standard, and offering a nationwide affordable 5G plan.
• The FCC Wireless Bureau approved the request on September 20, 2024. The Company then fulfilled Commitments 1–4 by December 31, 2024 and certified the remaining commitments through mid-2025, thereby extending the final buildout milestones for 1,173 spectrum licenses from June 2025 out to December 2026 and, ultimately, to June 2028.

The May 2025 FCC Letter and Regulatory Uncertainty

• On May 9, 2025—despite the Company's certified compliance—the FCC Chairman sent a letter directing staff to investigate the Company's 5G buildout compliance and its mobile satellite service utilization in the 2 GHz Band, and questioning the very extension the Wireless Bureau had granted just eight months earlier. Two public notices followed on May 12, 2025.
  • The inquiry cast, in the Company's words, a "dark cloud of uncertainty" over its spectrum rights. A reversal of the 2024 Extension Grant could have terminated hundreds of licenses—posing an existential threat to the entire $46 billion wireless investment.
  • Given the uncertainty, EchoStar and DBS elected in late May, June, and July 2025 not to make certain scheduled interest payments, entering applicable grace periods to preserve flexibility. In each instance, they cured before any event of default, including interest on the deferred amounts.
• The Company retained White & Case LLP and FTI Consulting, Inc. as legal and financial advisors and began preparing for a potential Chapter 11 filing while working with the FCC toward a resolution. In June 2025, following meetings with FCC representatives—and after Chairman Charlie Ergen met with President Trump, who encouraged an amicable outcome—the FCC made clear its position that the Company's spectrum was underutilized and directed EchoStar to sell a substantial portion of its licenses on an expedited timeframe or face significant forfeitures.

The FCC-Directed Spectrum Sales

• Under the time pressure imposed by an unprecedented FCC directive, EchoStar and certain non-Debtor affiliates negotiated definitive agreements to sell a material portion of their terrestrial and satellite spectrum:
  • AT&T (August 25, 2025): A sale of the Company's 3.45 GHz and 600 MHz licenses—50 MHz of nationwide spectrum—for approximately $23 billion in cash, subject to adjustment (with a floor of $18.6 billion), plus a 99-year lease extension for spectrum in Hawaii.
  • SpaceX (September 7, 2025): A sale of the AWS-4 and H-Block licenses for approximately $17 billion, comprised of up to $8.5 billion in cash and up to $8.5 billion in SpaceX stock. An amended agreement on November 5, 2025 added the unpaired AWS-3 licenses for an additional $2.6 billion in stock, lifting total SpaceX consideration to roughly $19 billion.
• On September 8, 2025—one day after the SpaceX announcement—the FCC Chairman confirmed that the Company's buildout and related obligations had been satisfied and directed staff to bring the investigation to a close, an outcome the Company itself characterized as unusual.

Transition to a Hybrid MNO and 5G Network Decommissioning

• Because the sales conveyed the very spectrum needed to run the 5G network, DWLLC can no longer operate it. Notably, neither DWLLC nor its subsidiaries ever owned the licenses being sold, and the DISH Wireless Debtors are not entitled to any sale proceeds.
• To protect customers, in August 2025 DWLLC contributed core network assets, vendor contracts, and liabilities to Boost SubscriberCo L.L.C. ("BoostCo") in exchange for $5.0 billion of debt forgiveness under the DWLLC Intercompany Loan. The wireless business thereby split into two segments:
  • The go-forward Hybrid MNO operations under BoostCo, which remain fully operational—processing calls, texts, and data through the Company's cloud-native 5G core while AT&T's physical network carries the traffic.
  • The non-core 5G network assets retained by the DISH Wireless Debtors, which are to be transitioned under the Plan.
• With the spectrum gone, DWLLC began decommissioning the portions of its legacy 5G network not used in Hybrid MNO operations—removing software, turning down circuits, and clearing equipment from former sites.

Tower Lease Litigation and Force Majeure Disputes

• In building out the network, DWLLC had entered into thousands of tower leases and vendor agreements, relying on the longstanding principle that it could safely invest so long as it remained compliant with its FCC milestones. The FCC's sell-or-forfeit directive—issued despite full compliance—upended those expectations.
  • Beginning in September 2025, DWLLC notified thousands of counterparties that the FCC's actions constituted force majeure events that frustrated the purpose of the agreements and rendered its performance commercially impracticable, while expressing willingness to negotiate. It has since settled with hundreds of claimants.
  • Many others disputed those defenses. More than 170 lawsuits have been filed nationwide, seeking breach-of-contract damages ranging from the single-digit thousands to several billion dollars—often for rent extending more than a decade into the future—with aggregate asserted damages exceeding $6 billion, far beyond DWLLC's ability to pay. Six suits also name EchoStar for tortious interference.

The FCC Trust

• On May 12, 2026, the FCC Wireless Bureau approved the AT&T and SpaceX sales, conditioned on EchoStar depositing a $2.4 billion Contribution into a trust for the benefit of creditors holding claims tied to the 5G network. The Bank of New York Mellon was appointed trustee, and EchoStar established the FCC Trust on June 26, 2026.
  • The Trust is designed to pay final judgments, arbitration awards, and settlements on qualifying "Covered Claims," distributed through a priority waterfall across three claim categories—Type A ($100,000 or less), Type B-1, and Type B-2.
  • A segregated $200 million Type A Claims Reserve—over which DWLLC holds a first-priority perfected security interest—sits at the top of the structure, backstopping distributions to holders of smaller claims.

Corporate Governance and Negotiations Toward the RSA

• To manage conflicts inherent in a related-party restructuring, on February 26, 2026 the Company appointed Gerard Uzzi and Vikram Jindal as Independent Managers of DWLLC, and on March 3, 2026 established a DWLLC Special Committee with exclusive authority over conflict matters and independent investigation of potential claims against EchoStar. The committee retained Dentons US LLP as counsel and FTI Capital Advisors, LLC to market the DISH Wireless Debtors' assets.
• In October 2025, the Company opened discussions with an ad hoc group holding the DBS Debtors' $9.75 billion in funded debt (represented by Milbank LLP and Lazard), aiming for a global resolution that would dismiss the Bondholder Lawsuit and deleverage the balance sheet. Following months of negotiations under nondisclosure agreements:
  • On March 19, 2026, the DBS Debtors and holders of 82% of the DBS Notes entered into the Restructuring Support Agreement (RSA)—support since rising to more than 88%—which reduces the DBS Debtors' funded debt from $9.75 billion to $5.0 billion.
  • On June 29, 2026, the DBS Debtors made the Chapter 11 Election under the RSA, and the DWLLC Special Committee separately elected to commence jointly administered cases.

Path Forward: The Plan, Stalking Horse Sale, and DIP Financing

• The Debtors commenced these prepackaged Chapter 11 Cases to pursue two linked objectives: implementing the RSA to restructure the DBS Debtors' balance sheet, and establishing a centralized, court-supervised process for the DISH Wireless Debtors to sell their assets and resolve the flood of 5G network claims.
  • Under the Plan, the DBS Notes will be exchanged for amended notes or repaid at par—with the 2026 Senior Notes paid in cash—without any make-whole, premium, or penalty.
  • The DISH Wireless Debtors intend to sell substantially all of their assets under section 363, with EchoStar serving as the Stalking Horse Bidder under an APA negotiated and authorized by the Special Committee. A bid deadline of August 10, 2026, an auction on August 12, 2026, and a combined confirmation and sale hearing on August 17, 2026 are proposed.
  • To fund operations, the DISH Wireless Debtors negotiated a junior, multi-draw DIP facility of up to $85 million from EchoStar as lender. Having received approximately $56.0 million of unencumbered cash from a released restricted account, the Debtors currently hold sufficient liquidity and are not seeking emergency DIP approval.