Greetings. Welcome to the EchoStar Corporation Investor Call. At this time, all participants are in listen-only mode. A question and answer session will follow today's formal presentation. If anyone should require operator assistance during the conference, please press star zero from your telephone keypad. Please note that today's conference is being recorded. At this time, I'll now turn the conference over to Mr. Paul Orban. Mr. Orban, you may begin.
Good morning, everyone. Thank you for joining us. Before we start, I need to remind you of our safe harbors. During this call, we may make forward-looking statements, which are subject to risks, uncertainties, and other factors that could cause our actual results to differ from historical results or from our forecast. We assume no responsibility for updating forward-looking statements. For more information on factors that may affect future results, please refer to our SEC filings. With that, I'll turn it over to Hamid.
Thank you, Paul. Good morning, everyone, and thank you for joining our call. This is a very happy day for us, happy for our shareholders, bondholders, partners, customers, employees, and we only have good news to deliver today. We are about to describe to you a set of transaction, a suite of transactions that, in our view, is one of the largest and most comprehensive, simultaneous out-of-court M&A and balance sheet restructuring to date. We are proud of the accomplishment in this regard, and I want to walk you through it. I think you will be able to see the slides. I will refer to the slides by number, and you will have to click yourself to align with my words.
On slide three, number three, you will see that we have four different transactions. These transactions are independent of each other, and I'll describe them. So the first transaction at the Pay- TV level, and our Pay- TV is the DDBS entity, so that's DISH DBS or DISH Direct Broadcast Satellite entity. At that level, Pay- TV level, we have a $2.5 billion standalone financing that was funded today, so that funding has been achieved. That funding will be adequate to pay all of our obligations in 2024 maturity that comes up in November, in addition to other payments, interest payments, and other corporate needs, and pushes us into 2025. That's a standalone, already funded facility.
In addition to that, we are announcing a sale of our Pay- TV business, DISH TV business, to DIRECTV, and that sale is conditioned on an exchange offer for the existing bondholders in that facility, in that entity, so it's conditioned on that. We'll be more. We elaborate more on that as we go through the presentation. That's a very large transaction, and ultimately it also requires a regulatory approval, and we'll talk about that as well, so that is the second independent action, transaction, and then we come at the parent level, above DDBS, at SATS level, we have raised additional capital and extended maturities of existing convertible bonds we have had in 2025.
So the way to think about it is that we have two sets of convertible bonds, one set maturing in 2025, one set maturing in 2026. Those two will add up roughly about $5 billion. Those bonds, those converts will push their maturities out and actually split into convertibles and straight notes. They go to 2025 and 2026. We'll describe all of this again further. And then the same group offers additional $5.1 billion of a spectrum-backed financing. So that transaction is about $10 billion transaction in combination of pushing maturities out of the existing converts, in addition to $5.1 billion of additional capital, additional notes.
Then the fourth segment is a $400 million Class A common stock PIPE that is also spoken for and will further enhance our cash position. So really independent transactions in a massive way changing our capital structure and focusing our business going forward. So the next slide, slide four, really captures the highlights of what we try to achieve here to position ourselves for long-term success. First, we have refocused our portfolio on a growth of you know our wireless and satellite connectivity markets. If you think about it, our stock till now had been you know a mixed combination of growth, which is our mobile business and our satellite business, and then a declining significantly cash generating, but declining business on our Pay- TV business.
Now, by the fact that we are breaking the two, the remaining business of EchoStar becomes a growth profile and more attractive to, you know, growth investors. If we look at the second bullet on the list here, we've raised $5.5 billion of capital to invest in our mobile business and continue to build and enhance our nationwide 5G Open RAN network, and we also can use the same, some of the funds for general corporate purposes.
This will address all of our near-term maturity and, in fact, reduces any financing needs for the next 24-36 months, and even then, we can address those financing needs at the end of those windows, at the end of that window, with additional firepower from collateral that we have used to raise the $5.5 billion. Once this transaction is completed, the DBS transaction is completed, it also eliminates all of the remaining intercompany obligations, which includes a $2.8 billion spectrum-backed obligation that had encumbered our 3.45 GHz of spectrum, or C-band of spectrum. That spectrum now becomes unencumbered and can be used for its strategic or financing purposes.
As part of this deal, we also get access to approximately $1.5 billion of cash flows all the way through September of 2025. While we are waiting for regulatory approval, expecting to be waiting for the regulatory approval of the transaction, the parent can receive about $1.5 billion of additional cash coming out of the Pay- TV business. Moving to slide five, this is the details of the three transactions or four transactions we talked about. It significantly delevers our company and provides capital for us to strengthen our position as the number four U.S. facilities-based carrier and become a much stronger competitor in the market.
Let me walk you through the transaction, which is the sale of our DBS to DTV and our financing for the $2.5 billion. On the left side of the page, we have the financing of $2.5 billion is purely centered based on the cash flows and subscribers that are within the DBS business. That's a $2.5 billion financing provided by TPG's Angelo Gordon arm, and is at a rate of blended rate of 11% for the first 12 months and 11.5% after. This would be earmarked for paying the $2 billion of senior notes that are due in November of 2024, an additional $500 million for other corporate purposes, as I mentioned.
Now, once the transaction closes, that $2 billion will be obviously ported to the new company, the new DTV combination, so that relieves EchoStar capital structure, and the $500 million of the $2.5 billion will be amortized through end of September 30th, 2025, which is the, or, close to the timeline that we hope and expect a regulatory approval would be offered or given, granted, for the combination. So that's a fast amortization of the $500 million, but the $2 billion would remain and port to the new company. Now, the terms of the sale of our Pay- TV to DIRECTV are such that we are, DIRECTV is acquiring our Pay- TV business for a headline price of $1 and assumes all of the DISH DBS net debt at close.
We, as I mentioned, in this period between signing and closing, DISH DBS is entitled to transfer about $1.5 billion additional cash to the DISH parent. And intercompany receivables will be eliminated. There are footnotes here that explain exactly what those receivables are. But I mentioned already that that's $2.8 billion of receivables based on a tranche B of a lien on our 3.45 GHz of spectrum, and in addition to $1.5 billion of receivables from parent from the DNC, which is the parent of DDBS, it will be eliminated. All of this is conditioned on the exchange producing at least $1.568 billion of reduction in DDBS bonds and also regulatory approval.
Now, that exchange offer that will produce that $1.5 billion, approximately $1.5 billion of discount, is structured such that, all of the DBS note holders can, participate, except for the, obviously, the 24s, which we are paying in full, and there are two steps in the exchange process. The first step is that it has to reach a 66 2/3% acceptance or participation. And once that level is reached, the participating, note holders will receive almost identical notes as interim notes. They will trade their notes that they have now to an almost identical in terms of maturity and coupon, but will be more senior. They will be senior to the non-participating notes.
That is the only benefit at this stage, if we only reach 66 2/3% , but not reach the total amount expected in terms of reduction of $1.5 billion, then the participating holders will, at that point, become more senior to non-participating going forward, but no transaction will take place in terms of M&A. If the second step is reached, which is beyond the participation of 66 2/3 , we also achieve $1.5 billion, approximately $1.568 billion, of principal reduction. Then the papers will have the automatic conversion right to the new DIRECTV notes. At that point, the M&A will take place. Now, moving to the right side of the page, let me talk about the transactions with the converts.
Again, the left side, we spoke about what happens with the pay TV business and our legacy business as part of M&A and exchange. Now, completely independent of that, we move into the right side of the page and talk about the DISH Network, additional new money coming on, on our balance sheet. This also includes an exchange, but it's a large portion of our convertible note holders have already participated and provided their consent greater than 85%. We do require 90% at our discretion and our to for that exchange to take place, but 85% have already spoken for. This is combination of 2025 and 2026 convertible note holders, and they're committed to exchanging to a reduced face value and extending their maturities, as I mentioned.
If 100% participation is achieved, $4.9 billion of convertibles would be exchanged. Now, in that exchange, they would exchange for $2 billion of new converts and $2.4 billion of notes issued by EchoStar, and those will be dated five and six years out in maturity. All of this is based on using our AWS-3 and AWS-4 spectrum licenses. So these are secured by two of our most valuable spectrum pieces. I mean, that is the exchange part of the existing DNC convert. Now, we also get, for the same collateral, we raise additional $5.1 billion of financing and based on senior secured notes with five-year maturity.
In addition, there is a Class A common stock pipe of $400 million based on closing price of Friday, September 27th, 2024, just this past Friday. This is conditional on closing DNC exchange offers and a new EchoStar spectrum senior secured notes. All in all, when you look at it, about $7 billion is reduced from the total consolidated debt. In the presentation later, we'll walk you through how that number comes down from 21 to a 14 level.
In terms of refinancing needs all the way through end of 2026, from what we have today, $11.6 billion of consolidated refinancing needs will be addressed, that we would be looking at today, if these transactions did not take place, and our cash on balance sheet will be improved by $5.5 billion as a result of the new increases that I just mentioned. Now, moving to the more picture of a strategic picture of the business on slide six. As I mentioned it earlier, this focuses our business on our growth-oriented part of our business, which would be our wireless business both terrestrial and space and our satellite business. We have the nation's only and first Open RAN 5G broadband network.
We sell our product, services under the Boost Mobile brand. We have blended, merged, postpaid and prepaid offers into one brand, the first company in the U.S. that is heading in that direction is doing that. Our network is a state-of-the-art, and it is virtualized. No legacy. I think this is some of the advantages we have. We are already providing coverage for greater than 250 million POPs, population for broadband connectivity and greater than 200 million for voice services in more than 100 markets. We have significantly larger than 20,000 sites in commercial service, about 5 million subscribers today on one mobile side. And we provide nationwide coverage, beyond our using LTE service, 4G service from roaming partners.
So AT&T and T-Mobile, as roaming partners, we do have nationwide coverage that gives us 99% coverage. One could argue, the best coverage in the nation, given our roaming partner relationships. We do have significant strategic spectrum assets. We have it in low, mid, and high band, for terrestrial purposes as well. We have global rights to S-band spectrum, and this spectrum is highly desirable for use in directed satellite connectivity. So NTN, 5G NTN, standard, as it's called. NTN stands for Non-Terrestrial Network, and 5G, as of Release 17 and now Release 18, is supporting connectivity of mobile devices directly to the satellite on a 5G type of air interface. Essentially eliminating the distinction between connectivity to a tower that is next to you or a satellite that is above you.
We do have global coverage for that through our own spectrum ownership over the United States, as well as rights to the same spectrum around the world, the only company that can make that claim, and so we do intend to use that strategic asset to its fullest. To this day, we have spent greater than $30 billion in spectrum assets. We have 40 MHz of U.S. S-band spectrum and 30 MHz of S-band rights around the world, being well positioned to take advantage of that strategic position. We are also a global leader in enterprise managed services on our Hughes satellite side of the business. We have been recognized by Gartner as a leader in the leader quadrant. We serve more than 570,000 commercial sites through our VSAT connections.
We are in 43 countries in terms of our product and services, managed services, and in we have we serve more than 1 million broadband subscribers today. We are recognized as a [fort] in terms of our ability to deliver products that are unique in the space, in the satellite industry. We provide the ground structure, the ground stations and software for OneWeb, one of the largest LEO systems in the world today, as well as many other satellite providers and technologies and networks around the world. And so we continue to develop that business in the enterprise side and international satellite services. Moving to slide seven, let me speak a bit about what is our network, the Boost network.
We are the world's first 5G Open RAN cloud native network. Everything runs on a cloud. The advantages are vast, and I will not take the time to describe that today here. But not having any legacy, being software-based, being able to move within, you know, a matter of hours from one radio provider to the next, or optimizing the network just simply because everything runs on a cloud native network, it has tremendous advantages that we have yet to take advantage of in the marketplace. We have brought together in, you know, post-paid and prepaid. We don't believe form of payment is a product.
We believe form of payment is a preference, and we will make this much more friendly and visible and addressable to the consumers in the market who do not want to be divided into a binary categorization, regardless of their credit rating or their preference of payment. We have now a competitive device portfolio. Every device that we have introduced this year, has been, is compatible with our network, and we have devices from Apple, Samsung, Motorola, and our own in-house brand, Celero, for every price point and every preference of the customers. We do have digital presence, a strong digital presence. We have branded retail and national retail distribution.
You could find our products anywhere from Amazon to Best Buy to Target and other branded national retail distribution, as well as our own thousands of shops and our own digital presence online at boostmobile.com. We recently launched our product within the Apple's retail stores, retail presence in the market, as one of the only four brands that appear there next to T-Mobile, Verizon, and AT&T, which aligns us much more in the future with them in terms of our market positioning and strengthens our relationship with Apple, which is already incredibly strong. We are the only carrier that offers integrated device offers on Amazon.com today, and we continue to develop that further.
We do have modern IT systems underneath, supporting the operation today, which we think is a significant advantage as the market continues to focus on innovation, and we can lead that trend using our agility and the systems that are designed for that type of environment. Moving to slide eight, the composition of our portfolio now, once the transaction completes, if the transaction completes for sale of our Pay- TV to DIRECTV, you could see that we step significantly down on the total volume of our revenues, but we become a much more growth-oriented revenue profile, and we'll have a much more growth profile in our revenue base.
Primarily, our revenues will come from our mobile business, but we certainly have, as I mentioned, a big portion coming from our broadband and satellite services, all of it focused on fast growth and value creation. Moving to slide nine, we try to paint for you a picture that is, shows how would our cash and debt position change once, and if the transaction completes for a sale of our pay TV business. You could see that on the pro forma side, transaction on the right side, significant additional liquidity of about $6 billion all in cash and balance sheet. The consolidated debt will drop $7 billion from $21.6 billion to $14.6 billion. I will walk through that calculation on the next slide in a minute.
And then our maturity profile, that would be to end of 2026, will come down by $11.6 billion from a whopping $13.1 billion, down to $1.5 billion. And then the debt, including intercompany obligations from the DNC level, will go from $17.5 billion to $8.3 billion. There's a significant amount of intercompany obligations that we've removed, which unencumbers our assets and also allows us to independently move forward on the growth side of the business. Slide 10 will show you how the maturity, how the debt profile will be impacted, reducing our debt obligations by $7 billion.
I won't necessarily need to go through every step, but quickly, we had the $21.6 billion to start. We, you know, obviously, the DBS notes will leave us. The $4.9 billion of obligation for converts of 2025 and 2026 will also be refinanced, and that will just move on to $2 billion of new spectrum secured exchange convertibles. Then we have spectrum-secured exchange notes, $5.1 billion of additional new capital. And then we obviously have PIC interest that has to be added. And then, so that gets us to a $14.6 billion. Very quick walk through to show the $7 billion of debt leaving our cap structure after the transaction closes. The new maturity profile now shows, is shown on slide 11.
The 2026 is a Hughes. There's actually two tranches of Hughes that comes due in 2026 to the tune of $1.5 billion. We do intend to refinance that when we get the use in Hughes within the same daughter company. So that will just be refinanced using the cash flows of that business, which is healthy and growing. The 2027 maturities of $3.5 billion, we can certainly overcome using the same collateral that we have used. There's plenty of headroom, and there's some details here that shows we have access to, and permissions and rights to increase leverage, if need be, at that time, to refinance the 2027 maturities.
And then obviously, then we are pretty much towards the end of the decade before our maturities become significant. In summary, on slide 12, I just want to repeat that this refocuses. This has been a tremendous amount of work to put ourselves in position to win and create value through growth. We are refocusing our portfolio on the growth part of our business. We will have access to significant additional capital to develop our Boost Mobile nationwide 5G O-RAN network, a very competitive network that has tremendous technological advantages that we have not yet put to use, and we are intending to do that. Our maturity profile becomes much lighter and gives us the runway of at least 24- 36 months. And much of our inter...
In fact, all of our intercompany obligations between the DISH Network and the parent company and the parent entities will be eliminated, unencumbering, our spectrum, our C-band spectrum at 3.45 GHz, and we also have access to approximately $1.5 billion of additional cash that will be passed to the parent between now and September of 2025, which should be close to the time window that we expect to receive regulatory approval. At this point, I'll stop presenting the slides and open it for Q&A.
Thank you. We'll now be conducting the question and answer session. If you'd like to ask a question today, please press star one on your telephone keypad, and a confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to withdraw your question from the queue. For participants that are using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please, while we poll for questions. Thank you. And our first question today will come from the line of Walter Piecyk with LightShed. Please proceed with your questions. Mr. Piecyk, your line is open for questions. Your line may be muted.
Sorry about that. I didn't unmute. When you talk about the 24-36 months, that seems to foot to kind of what a lot of people were looking for anyway, in terms of the burn. Does that imply that you're not planning on stepping up either CapEx? I know you have the deal with the FCC, but even on marketing, to try and, you know, get more subscribers on the network, or is there some increased aggression implied in there? And then just in terms of financial terms, I think the way I'm looking at it, I guess if it's AWS-3 and AWS-4, and you're using it for the convert and the new money, that's $10 billion, $0.50 per MHz- POP. That's pretty close, I guess, to your cost basis of $0.67.
I'm just kind of curious if you can talk about the implied kind of loan- to- value metrics on that. Is there-- Because I think in your prepared comments, you talked about the fact that there was more capacity under AWS-3 and AWS-4. Maybe I misheard that, you were just referring to the three, four, three, five stuff, but if you could give us a sense of kind of the debt holders, you know, implied value, that they're willing to, you know, allow you to borrow $0.50 a MHz- POP off of that bucket. Thanks.
Okay. I'll try to unpack that into a couple of questions. If I miss part of it, please reiterate your question, Walter. So, look, the 24-36 is just a rough guideline we put in here. Much of the information I'm presenting to you has been work in progress and has recently come together, plus the fact that we have had excellent news from FCC in terms of supporting us becoming a better competitor, a stronger competitor in the marketplace. All of this has come together very recently. We have not done a complete business redoing of our business plan based on the additional new resources we have, and so that's something that we now can put our focus on and be much more precise about what we are going to do.
But we are playing to win in the wireless business. There's no doubt about it. You asked me, your question was whether we are going to be aggressive. The answer is yes. Are we playing to win? Yes. May that require additional financing and funding? It might. We're not at the point that we can disclose exactly what our roadmap for investment and spending will be, but we clearly are expecting and hoping to work towards a, you know, healthy cash generating business in as fast a window as we can. You know, you've got to balance that in terms of how much of the money goes towards developing the market, how much goes toward capturing. And, so there's still work to be done there, but we definitively are playing to win in the mobile business.
In terms of loan-to-value, I think that, you know, the way to think about it is that, our spectrum, in terms of what we paid for it, is not really relevant. What matters is that what the market values it as a fair market value, and we have a methodology to calculate that. And in fact, we do already know what the current rate that we have valuation of that spectrum is as we went through our recent evaluation. Because of our merger of EchoStar and Dish, we have a very good understanding of the value of that business. So do our convert holders. They understand that. And based on the value that our spectrum, we also have a 37.5% loan-to-value, you know, opportunity.
We are nowhere near that at the moment, so there is a very significant amount. In fact, $13 billion would be accessible to us today through the agreement we have made, and that can even go to $15 billion or in the next couple of years based on another assessment of the value that is spectrum. And, you know, the spectrum value goes up every day. There's no, there has never been a case that it comes down. It's a very limited resource. We have access to excellent spectrum, and so therefore, I think we have plenty of headroom. We're not planning to misuse that or use any headroom that is not necessary.
But if we discover that growing and developing our business to its fullest potential requires additional capital, we have no restrictions on not being able to access it.
Got it. So, just to understand this clearly, excuse me. You're using 10 of what today you think is 13 available, or 13 to 15, that can theoretically go up as spectrum value goes up. And then in addition to that, you also have the 3.5?... which we can theoretically, you know, if this is implying $1.50, $2, whatever, make our own assumptions on 3.5, right? Do I have that general math right?
Generally correct, yes. And as I said, you know, that we have plenty of dry powder still, and we only focused on what we think we need at the moment.
Yep.
And I believe, you know, we're gonna use that very prudently, very effectively, much more efficiently than the other providers, operators may be using their capital. We are focused on wireless. At the moment, we're not focused on other infrastructure, fiber, anything else. We do have national roaming, and the FCC recent ruling that helps us focus our build as opposed to spread our money in areas where it does not help the consumer, does not help the market, provides multiple coverage, overlapping coverage in areas where no one benefits, and allows us to kind of focus in where we can win and reduce the market price and become a more effective challenger. So all of this is in play.
Long way of saying, we have access to it, but we're gonna be very prudent users of capital and making sure that the return on that capital is very healthy.
Hey, Hamid, I would just-
Thank you. Yep, go ahead.
I would add, this is Paul. We do have the ability to go up to 60% LTV using junior debt on that spectrum, too.
Okay.
Yes, thank you.
Okay, got it. That's even better.
Thank you.
Could I just sneak one last one in? Are you-- I mean, this gives you, again, now it sounds like more than three years if you tap all that stuff. Are you done with looking for strategic transaction? Because there's certainly opportunities, I would think, particularly if the administration changes with network sharing, spectrum monetization, things like that. Is this, you consider yourself done at the moment, or are there more things that you're exploring?
The first thing I have to do, Walter, is get two hours of sleep before I can start thinking about the future. This has been by some accounts, and you know, I'm not an expert, but if I listen to some experts that we have that have been in our circle, this is potentially the largest M&A restructuring and new debt raise in the history that they can remember, or stock market history that they can account for. We kind of think of it, I think of it as landing two or three 747s on the same runway at the same time without crashing.
It's taken all of our energy to get here, but we're not, I'm not expecting, as management team and with leadership from, you know, Charlie's vision and Charlie's insight, who's been driver of all of this, and he's been creating this opportunity for all of us, with that vision and our drive, I don't expect us to sit here and do nothing. However, there is nothing that I can report today. I just want us to position ourselves. We have worked very hard to position ourselves to win, and now is our job to go try to execute. I think, executing on a organic basis is our priority number one, obviously. But, you know, we are always looking for how we can deliver additional value to our shareholders and bondholders and employees and, customers.
I think we are well positioned to take advantage of many opportunities, one of them being in this direct-to-satellite. I think the direct-to-satellite to us is very dear to our hearts. I came from, I started my career working at NASA for a few years, and that was an S-band satellite project, Voyager 2. I was a telemetry engineer there, and the passion is there. Charlie made the satellite business what it is today, and we both have a strong passion for that, and we have the spectrum rights and opportunity to make direct-to-device a global business. That's not necessarily organic at all.
And so we, for instance, I just highlighted for you one vector that is not in service today or part of our operating business today, but we are best positioned in the world to go take advantage of.
Thank you.
Our next question is from the line of John Hodulik with UBS. Please proceed with your questions.
Great. Thanks for all the detail, Hamid, and I just have a few questions, follow-up questions on Walt's questions. First of all, and you alluded to some of this, but any change in strategy we can think about now that with all the new liquidity you have, either from a network deployment standpoint or a sort of go-to-market strategy? And then, second, just following up on the spectrum comments, obviously you have a great portfolio of spectrum. Does it change your view on the value or the need for the 800 MH z spectrum that is potentially still available and held by T-Mobile? Thanks.
Right. The first part of your question related to any change of a strategy for us in terms of market deployment. Look, we first of all, I want to say that we will meet, given the profile of liquidity that we have today, we will meet every obligation to FCC in every obligation that comes with our spectrum ownership going forward. We do not intend to miss any obligations or any deadlines, immediately or longer term. This is a very reassuring statement, I think, that, you know, protects our assets. Now, beyond that, I think our mindset is, what is the best use of our next dollar? Is it better for us to go be above and beyond in terms of coverage?...
putting that dollar into building infrastructure in order to have owner economics on net, or is it better to put that next dollar in terms of marketing, acquisition of customers, whether it be marketing, whether it be providing subsidy, devices, all of that then becomes a judgment call and based on what is the best return on that dollar. So I can't tell you that today, that we you know, we definitively are going to spend more on the network or definitively more on customer acquisition. I think there's a right balance. There's nothing good comes out if you have the greatest network on earth that covers every corner of every neighborhood, but you don't have enough money to, you know, get great customers. The inverse is also true.
You cannot get great customers if you don't have fantastic coverage, which we have today. So the good news is that we do have the ability to roam, you know, nationwide roam on a couple other networks, and that takes some pressure off of us in terms of allocating our capital to infrastructure versus, you know, go to market. We'll take advantage of that to the best of our abilities to judge which will return better value. I won't comment on the 900 MHz or our position towards the spectrum. I mean, those are things that I think we will discuss when, if and when we have any plans to take advantage of any situation. But right now, that's not something I can comment on.
Great. Thanks, Hamid.
Our next question is from the line of David Barden with Bank of America. Please proceed with your question.
Hey, guys. First, congrats on getting this amazingly complicated transaction pulled together. I guess, Hamid, maybe could you synthesize for us, you know, the slides, especially slide eight, where we kind of now see, you know, in greater black and white, the mix of businesses that you will have on a pro forma basis, and the kind of new balance sheet, and how this all boils down to the cash flow run rate that the company... that we should expect the company to have in 2026 after the close? That'd be appreciated. Thank you.
Yeah. Look, I mean, the chart is relatively self-explanatory. It obviously talks about revenue. It does not - we're not showing the, you know, cash flows here. The chart is meant to show that, you know, if you look on the right side, we definitively are now, will be post-transaction, if the transaction actually closes, post-exchange, successful completion, we will become a growth company and a growth stock for most part. Everything on the right side of the page speaks to opportunities to expand our revenue base, and over time, obviously expand our cash flows. In a short term, we obviously will not be cash flow positive for some time. I think I'll reiterate some of the answers that I gave earlier.
We've not done a complete replanning of everything today, based on the new information we have in terms of how much we were able to achieve on, you know, exchanges, in terms of, the level of participation we had for our issues, that we talked about in terms of, you know, the new capital. And also the news that we have from FCC, you know, gives us a little bit of new parameters and flexibility to play with our the capital that is available to us. So I am not in position today to paint a picture for you as to how the profile of our, you know, cash flows will be and how soon we'll get to the point that the cash flows actually break even. That is something that we're gonna focus on.
But the only thing I committed is that we're gonna be very prudent, you know, users of capital. We understand just the fact that, you know, we just dealt with a significant amount of, you know, cash flow issues that we were facing. You know, we understand, you know, the value of getting our business to the point that is self-sustainable from an operating perspective, but there's a balance. You know, you can't go there very quickly because then you lose all the possibility of growing your business and capturing you know value for all the constituents in this picture. There's a balance. Give us some time.
We need to work on that, and then over time, we'll disclose additional information when we have it solidified.
Thank you so much for that, Hamid. If I could follow up with just one more question. You made it very clear that the convertible noteholders are 85% on board, and that looks like it's moving in the right direction. Could you elaborate a little bit more on how your relationship with the DBS noteholders is right now, and how this transaction kind of comports with the kind of back and forth lawsuits that you've got going on with that set of investors?
Right. Look, there has been off and on discussions and interactions that I and we understand the position they had, which we believe, first of all, that that was not based on any actual legal restrictions or in our case, we don't believe that anything that took place was done without complete legal rights to do. So, we are very comfortable with the situation, obviously, as you see with the level of participation that we have had in all of these transaction. I think the market speaks to the fact that we have had the right to do what we did, and in fact, it was the right thing to do as we are now everyone benefiting, including the bondholders who brought those claims.
I'll speak to that in a minute. I think our bondholders, our shareholders, our employees and consumers more than all will benefit from this transaction. So this is we believe we have created what is win, win, win. There's no constituents in this picture that is negatively impacted. Let me specifically focus on the DBS bondholders. Again, the DBS bondholders now are looking at a very pleasant situation where they have the opportunity to move on to something that is much more secure in terms of cash flows in a combined business. The combined business of, you know, existing DIRECTV and future DBS coming together, you know, it'll be about two times levered and falling.
It will have a very attractive, you know, bond rating, and, I think that the bondholders were looking at a much, you know, rosier picture going forward. Plus, the fact that if the exchange takes place, they get to step up on their coupons much sooner than the maturities. I mean, you know, some of these coupons, if you look at, you know, some of them are going further out. Anyways, I don't wanna skip. I don't wanna talk about all the benefits of the exchange. That's all highlighted in the exchange memorandum, and we let the bondholders decide for themselves. But, clearly, I think we are offering something that, in our view, is highly attractive and hope, I hope they recognize it and see it.
They do have an opportunity to, you know, work through the exchange period and get themselves comfortable with it. I'll stop right there. I can't speak much more to it simply because that's a legal offering and very specific, very detailed specific memorandum will be available for them to go through and judge it. You obviously will have access to that as well.
Thank you for those comments.
Mm-hmm. Thank you.
Our next questions are from the line of Jonathan Chaplin with New Street Research. Please proceed with your questions.
Thanks, guys. I'll add my congratulations for getting this month transaction across the goal line. Two questions for you, Hamid. First, wondering what's happening to the 12 GH z licenses in this transaction. Are they all traveling with the DBS assets, and going to TPG DIRECTV? Or do you keep access to a portion of that spectrum? And then, sort of relatedly, it seems like the direct-to-device opportunity is sort of a big part of your thinking. Is any part of the new capital that you guys have raised directed at launching a direct-to-device fleet?
Or is, you know, is the direct-to-device opportunity globally something you think that you would pursue on your own, or does it make more sense to do that in conjunction with perhaps Starlink or Amazon, who have fleets in the air, but no global spectrum to use with them? Thanks.
Okay, great. So first part is no spectrum assets are leaving our business with the DBS transaction. All the spectrum assets will remain within the EchoStar, at EchoStar level. Now, certain uplink spectrum for the satellite operation, not any other spectrum, that's necessary for just operating the satellites we have. That spectrum will go to DIRECTV and come back to us after their use of it is finished. So net, no spectrum leaves our asset base as part of the transaction, including the 12 GH z. When it comes to direct-to-device, that this is a very large undertaking in terms of magnitude of technology and investment magnitude.
We think it's one of the greatest, if not the single greatest opportunity left in the space right now in terms of impact on consumers and global relevance and also financial return. So we're very focused on it. It is expensive to start, you know, in terms of I mean, satellite businesses, there's nothing cheap about the satellite business. So it is capital intensive. So as a result of that, we do expect to work with partners. We will have enough, you know, if we wanna do it all on our own, it's something that we can, given what we just discussed in terms of you know available capital to us.
But I do believe we do believe that it's better for us to work with partners, not necessarily simply because of the capital availability, which is very important, but also from a perspective, this is a global offering, and you would like to have more participants in there in order to advance its chance of success in deployment. In due time, we'll talk more about that. We are very excited about it. We think we're uniquely positioned for it, but that doesn't mean we are going to uniquely try to own all of it. We will certainly work with people who can help us, not just from a capital perspective, from a strategic perspective, help us make this a reality as soon as possible...
I think, we need to, at this point, bring it to one last question just to make sure we are before 9:30 A.M. close of this call on East Coast.
Yes, thank you. That question will come from the line of Brian Kraft with Deutsche Bank. Please proceed with your question.
Thanks. Good morning, and I also congratulate you on this transaction. Incredibly complex, enormous undertaking. Two things, Hamid. First, how do you see today's announcements at a high level impacting the business plan in terms of focusing on consumer versus enterprise? Do you still have to prioritize consumer, or do you think you can pursue both at this point? And then the second one is, just how should we think about dyssynergies from the sale of the Pay- TV business? How much G&A and corporate costs are in the DBS segment currently that will, you know, have to stay with the company and continue to run it on the corporate side? Thanks.
Look, we'll definitively focus both on consumer and enterprise. Enterprise is a fast-growing part of our business in terms of opportunity, and we have, you know, at least a billion or two of backlog in terms of enterprise business that is coming our way. You know, just our entry to Aero, you know, segment has been massive and, you know, groundbreaking for us, and we have much more enterprise and opportunities that are being worked at this week. Private 5G is something that over time is gonna be very, very large in our estimation. Again, over time. This is not something that is developed yet, but we see it coming on the horizon. We are well positioned, best positioned for that enterprise business because of our O-RAN infrastructure.
If we are, you know, we can network slice, we can offer unique, enterprise-grade, products that our IT systems can support, that the others can't. So we are best positioned for the enterprise, but that market needs to develop, so it's taking time. We are number one on Gartner's leader quadrant participant today on the enterprise side of the world. So, we are very bullish on the enterprise. Consumer, obviously, is also our bread and butter. We already have seven million subscribers there, in a nationwide network. We will play both of those, going forward. In terms of M&A, Paul, would you like to mention, you know, say something about our corporate profile on M&A going forward and synergies there or dyssynergies?
Yeah, sure. Thanks, Hamid. You know, today, if you look at our Pay- TV segments and all of our segments, we allocate out our corporate overhead to all of them. So the vast majority of those costs, obviously, that you see in Pay- TV will go there. There will be some dis-synergies. I don't believe they're gonna be very material, but there will be some going forward.
Okay. Thank you.
Great. With that, I wanna thank everyone who has been supporting us or being patient with us. I know it took a long time. I wanna say that I wanna thank also Charlie Ergen, Cantey Ergen , and the rest of my board for being incredibly supportive in and helping us drive these transactions. We all owe a lot to them in terms of having created this over forty years of you know work to create a great business that we've been proud of, and we're gonna try to put it in the best hand going forward, the best hand we can, bringing the two together, creating a very competitive provider in the video space.
You know, propelling their, the legacy they have created into a winning position, continuing, you know, that, and then also creating the opportunity on the... and the vision to create the opportunity for all of us, shareholders, bondholders, and, you know, employees, customers on the wireless side of the business, creating a very, very, attractive number four position in the United States. I wanna thank, the, for their support and all of you who have joined us, and hopefully, we'll continue to deliver good news for you going forward. Thank you very much for your participation today.
This will conclude today's conference. You may disconnect your lines at this time. Thank you for your participation.