TPG to Acquire AT&T’s 70% Stake in DIRECTV for $7.6 Billion and DIRECTV to Acquire DISH TV and Sling TV

Ropes & Gray advised TPG and DIRECTV in two acquisitions announced on Sept. 30:

• DIRECTV and EchoStar have entered into a definitive agreement under which DIRECTV will acquire EchoStar's video distribution business DISH, including DISH TV and Sling TV, through a debt exchange transaction. The deal was announced in a press release.

  DIRECTV will acquire EchoStar's video distribution business for $1 plus the assumption of DISH DBS net debt. DISH DBS and DIRECTV have commenced the Exchange Offer for five different series of DISH DBS notes with a total face value of approximately $9.75 billion.

  DIRECTV has been a leader in sports and entertainment for 30 years and provides customers content with or without a satellite.

  The Ropes & Gray team included private equity partners Chau Le, James C. Davis and Jay Freedman, finance partners Sam Badawi, Milap Patel, Alex Zeltser and Stefanie Birkmann, IP transactions counsel Emily Karlberg, tax partners Benjamin Rogers, Tristan Evans-Wilent and Adam Greenwood, litigation & enforcement partners Timothy Farrell, Dan McCaughey and Maria Calvet, business restructuring partners Ryan Dahl, Andrew Devore and Matt Roose, IP litigation partner Andrew Radsch, data, privacy & cybersecurity partner Fran Faircloth, capital markets partners Tom Fraser, IP transactions partner Megan Baca, executive compensation & employee benefits partner Matt Jones, employment partner Stephanie Bruce, and private equity associate Jeremy Zucker.

• TPG reached an agreement to acquire from AT&T the remaining 70% stake in DIRECTV that it does not already own. TPG will invest in DIRECTV through TPG Capital, the firm’s U.S. and European private equity platform. The transaction was announced in a press release.

  Under the terms of the transaction, TPG will make an initial payment of $2.0 billion, subject to certain deductions, to AT&T during 2025 and additional payments to AT&T totaling $500 million in 2029. AT&T expects to receive approximately $7.6 billion in cash payments from DIRECTV through 2029.

  TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $229 billion of assets under management and investment and operational teams around the world.

  The Ropes & Gray team included private equity partners Jay Freedman, Chau Le, and James C. Davis, tax partners Adam Greenwood, Benjamin Rogers and Tristan Evans-Wilent, finance partner Alex Zeltser, antitrust partner Jonathan Klarfeld and counsel Joseph Rafferty, private equity associate Hannah Hwang, strategic transactions associate Giancarlo Lee, and tax associate Zhen Zhang.