Unpacking the DISH Wireless ‘Prepack’: How Intercompany Loans and Transfers Were Used to Engineer the Proposed Plan (and How They Might Be Challenged)

Credit Research: Anton Gorbounov, CFA Legal Analysis: Karen Leung Relevant Documents: DISH Wireless Transfer Map (PDF) Disclosure Statement / Org Chart First Day Declaration Crown Castle Motion to Adjourn / Lumen Joinder Crown Castle Supplemental Objection   Key Takeaways   The recently filed “prepackaged” chapter 11 cases of DISH DBS included both a straightforward and light-touch restructuring of the DISH DBS bond debt, pursuant to a long-disclosed RSA, and a de facto liquidation of DWLLC, the primary operating entity for the company’s fledgling wireless effort before last year’s spectrum sales. The most unusual, and controversial, feature of the plan, in our view, is the proposed impaired accepting class at the Wireless debtors, which is dominated by an intercompany claim that has been assigned to a newly created trust for the benefit of the DBS bondholders who are party to the RSA.   The proposed plan structure is based on multiple steps the company has taken over the last several years, including (1) the prepetition transfer of the go-forward Boost Mobile business to a nondebtor affiliate in August 2025, (2) the transfer of DWLLC from a separate DNC subsidiary to DBS in March 2025, and (3) the prepetition assignment of an[...]