DirecTV and Dish Network, longtime satellite TV adversaries, are set to merge. DirecTV announced a deal Monday with Dish parent company EchoStar to acquire Dish in a deal valued at nearly $10 billion — which would create the U.S.’s largest pay-TV provider.
Under the terms of the purchase agreement, DirecTV will acquire EchoStar’s video distribution business, including Dish TV and Sling TV, in exchange for a “nominal consideration” of $1 (yes, one dollar) — plus the assumption of the Dish unit’s net debt with a total face value of approximately $9.75 billion. The companies expect the deal to close in the fourth quarter of 2025.
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In addition, AT&T said it will sell its 70% stake in DirecTV to TPG, the private-equity firm that owns 30% of the operator, for $7.6 billion. That deal is expected to close in the second half of 2025; AT&T and TPG said that transaction isn’t contingent on the completion of the DirecTV-Dish tie-up.
The deal requires U.S. regulatory approvals, including antitrust clearance. Analysts have said they expect a DirecTV-Dish combination to win approval by regulators, given the dramatic decline in the traditional pay-TV biz as consumers have cut the cord and flocked to streaming services. DirecTV CEO Bill Morrow told Wall Street analysts on a call Monday that third-party data shows there would be “no loss of competition” through the merger, even in rural areas of the U.S. He added that DirecTV’s planned acquisition of Dish should “come as no surprise” to the FTC and Justice Department.
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Together, DirecTV and Dish would have around 18 million customers — a total that is down 63% from their peak levels in 2016, the companies said. On Monday, DirecTV said it has about 10 million pay-TV subscribers (inclusive of DirecTV Stream and U-verse TV), compared with a peak of 25.5 million at the end of 2016. Dish, which once had more than 14 million customers, ended the second quarter of 2024 with 8.07 million pay-TV subscribers (including 6.07 million for Dish TV and 2.0 million for Sling TV). At the end of Q2, Charter had 13.3 million total video customers across America and Comcast clocked in at 13.2 million.
Upon closing of the Dish acquisition, DirecTV will continue to be led by Morrow and CFO Ray Carpenter. The combined company’s headquarters will be El Segundo, Calif. (where DirecTV is based currently).
Morrow, in announcing the deal, said, “With greater scale, we expect a combined DirecTV and Dish will be better able to work with programmers to realize our vision for the future of TV, which is to aggregate, curate and distribute content tailored to customers’ interests, and to be better positioned to realize operating efficiencies while creating value for customers through additional investment.”
The deal eliminates the prospect that EchoStar, facing a looming debt payment, would be forced to consider filing for bankruptcy. As part of the transaction, TPG Angelo Gordon (TPG’s investment unit focused on credit and real estate investing) and some of its co-investors, along with DirecTV, provided $2.5 billion of financing to “fully refinance” the Dish TV business’ November 2024 debt maturity of $2 billion. The remaining $500 million to EchoStar will be amortized through the expected close of DirecTV-Dish in late 2025. Also, under the DirecTV acquisition, EchoStar will be able to access up to $1.5 billion in cash from the Dish pay-TV unit “subject to operating covenants.”
DirecTV launched in 1994 and Dish followed in 1996, and the two satellite TV companies provided robust competition to incumbent cable TV operators. But in the past decade, both have seen their subscribers rolls shrink by the millions (as has traditional cable TV) with the rise of streaming prompting a consumer exodus from the sector. DirecTV and Dish have launched internet-delivered pay-TV packages, but those have not offset losses on the satellite side.
Past overtures between DirecTV and Dish, dating back to 2001, have faced regulatory hurdles. But today, “It’s hard to imagine that regulators would block a deal,” MoffettNathanson principal analyst Craig Moffett wrote in a Sept. 16 note to clients. “Better to have one [satellite TV operator] than none.”
EchoStar said the deal will “alleviate a material portion of EchoStar’s financial constraints” and therefore let it focus on further deploying its 5G wireless network and bolstering its Boost Mobile brand as “the fourth facilities-based carrier in the U.S.”
“We are planning to win in the wireless business,” EchoStar CEO Hamid Akhavan told analysts on a call Monday.
DirecTV said it estimates that the combination with Dish has the potential to generate cost savings of at least $1 billion annually (in the third year after the merger) — suggesting layoffs will be part of the integration plan. According to Moffett, operational synergies between DirecTV and Dish would “likely be much more limited than you might imagine” and he said a merger of the two would have limited impact on the industry’s overall trajectory. For example, the two companies have no synergies in the satellite fleet because they use different conditional access (video scrambling) technology.
By joining forces, DirecTV and Dish will be able to gain some leverage in programming distribution talks. This month, after Disney and DirecTV failed to reach an renewal, Disney networks including ESPN and ABC went dark on the pay-TV provider’s lineups for 13 days; the two sides came to terms on Sept. 14 on a deal that encompasses new Disney streaming service bundling options for DirecTV.
“It’s hard to argue that a merger shouldn’t happen; it clearly should,” Moffett wrote in the Sept. 16 note. “Consolidation during a period of secular decline is always to be expected. But it would be a mistake to overestimate its importance. Adding a year or so to the expected life of satellite TV isn’t going to change the narrative for programmers, distributors, or even for satellite TV.”
AT&T, which bought DirecTV in 2014, three years ago spun off the satellite TV operator, retaining a 70% stake and private-equity firm TPG Capital holding the remaining 30%.
Two years ago, DirecTV suffered a blow when it lost its exclusive deal with the NFL for the Sunday Ticket premium games package, which it had offered since 1994. Google inked a seven-year deal with the NFL to sell the package via YouTube, starting with the 2023-24 season; currently, Sunday Ticket includes all out-of-market Sunday regular-season NFL games that are broadcast on Fox and CBS.
