Merger of DIRECTV and DISH is officially dead after bondholders stand firm

There’ll be a new entry in the corporate obituary pages today. The merger between DIRECTV and DISH is officially dead, scuttled thanks to the intransigence of a group of DISH investors. The deal cancels a transaction that would have created the largest pay-TV company in the United States and ends a flirtation between DIRECTV and DISH that has been carried on for decades without ever being officiallyconsummated.

Key Details:

• The merger deal has been terminated thanks to a refusal of DISH bondholders to take less for their investment.
• A combined DISH/DIRECTV would have had almost 20 million customers.
• The merger would have placed DISH’s satellite service and the streamer Sling TV under DIRECTV’s control.

The deal was first announced in September, and analysts were immediately buzzing at the possibilities a merger would unlock. Combining DISH and DIRECTV would have created a pay-TV company with almost 20 million customers, around 5 million more than the next-largest competitor.

A consummated merger would have seen DIRECTV acquire DISH’s pay-TV segment for a nominal fee of $1, as well as almost $10 billion of DISH’s debt. The transaction would have given DIRECTV control of the DISH satellite service, as well as its live TV streaming platform Sling TV.

The transaction hit a snag in late October when a group of DISH investors informed the two companies that they would not accept a proposed bond swap that would have forced them to take a “haircut” of around $1.57 billion off their investment.

DIRECTV sweetened the offer to this group of bondholders, but they still refused to budge. Things continued to escalate behind the scenes, with DIRECTV threatening to walk away from the deal if it and DISH could not resolve the situation with these investors quickly.

That possibility has now come to pass. DIRECTV has officially backed out of the merger, leaving serious questions about the future of DISH’s business.

“We have terminated the transaction because the proposed exchange terms were necessary to protect DIRECTV’s balance sheet and our operational flexibility,” DIRECTV CEO Bill Morrow said in a statement Thursday.

Now, DISH is faced with a future of declining customers and revenues. The company is desperately trying to build a nationwide 5G broadband network, but without the DIRECTV merger, it may be too little, too late for the company. DIRECTV clearly felt it had to protect its own bottom line before it was dragged too deeply into a messy merger with DISH, and the deal is now finished.