Bondholder standoff

TPG's satellite ambitions threatened

PRESENTED BY 10 EAST

Transacted

October 23, 2024

Happy Wednesday. Here’s what we’ve got today…

  • A look at TPG’s standoff with Dish Network bondholders

  • Plus, Wendel Group acquires a majority stake in Monroe Capital

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Bondholder standoff:

TPG Capital's attempt to consolidate America's satellite television industry has hit a roadblock as negotiations with Dish Network bondholders threaten to derail what would be one of the year's largest sponsor-backed restructurings.

The firm wants to combine existing portfolio company DirecTV with rival Dish and has already agreed terms with Dish parent company EchoStar—a nominal $1 in equity value plus assumption of debt.

The deal rests on a debt exchange offering Dish bondholders roughly $8 billion in new paper for existing notes with $9.75 billion in face value. But, as first reported by The Financial Times, a creditor group representing around 80 percent of the outstanding bonds has pushed back.

The ad hoc group, which includes BlackRock, is demanding that DirecTV reduce the proposed $1.6 billion discount to just $300 million. TPG has firmly rejected the ask.

Two-thirds of bondholders by value are required to approve the offer, which is set to expire on October 29. Should it fail, DirecTV has the right to terminate the Dish transaction.

DirecTV counsel Ropes & Gray responded to the demands in a letter sent Sunday to Lazard and Milbank, advisers to the Dish bondholders: "The group's expectations, as reflected by the proposal, do not represent terms that DirecTV will accept and further DirecTV has no intention of restructuring terms that were negotiated at length between the parties."

The standoff is made more interesting by DirecTV's allegations that certain bondholders hold credit default swaps, creating what the company views as conflicts of interest from potential windfall payouts should Dish enter bankruptcy following a failed merger.

The fight threatens an early end for TPG's larger vision of a satellite television giant that can rival streaming providers like Netflix and Hulu.

Separately, and not contingent on the Dish acquisition, TPG has agreed to acquire AT&T's remaining 70 percent stake in DirecTV for $7.6 billion, to be paid in multiple installments through 2029. This would consolidate TPG's ownership of the DirecTV platform, which it first invested in at a $16.2 billion valuation in 2021 — a fraction of AT&T's original $48.5 billion purchase price.

A combined Dish-DirecTV entity would serve around 18 million paid subscribers, and the added scale would better position the business in negotiations with content providers—often a zero-sum fight against streaming services.

The thesis also assumes at least $1 billion in annual cost synergies by year three, despite limited operational overlap between the two satellite fleets. Per Moffett Nathanson, clear network synergies are "likely to be much more limited than you might imagine." The upshot is that most of the cost savings is likely to come from cuts to duplicative corporate overhead.

But that scale can't paper over the industry's more fundamental challenges. Deterioration of the traditional pay-TV market has driven a nearly decade-long stretch of subscriber losses for both DirecTV and Dish Network. Their combined customer base is now down 63 percent from its 2016 peak.

Even so, cash generation is a bright spot. TPG has already recouped its initial 2021 DirecTV investment through dividend payouts and plans to use post-deal cash flow to fund a pivot to streaming.

Even if the legacy satellite providers can’t find a second wind in streaming, a long tail of subscription revenue might hand TPG a positive outcome all on its own.

EchoStar's positioning is less enviable.

The company faces a $2 billion debt maturity in November but has just $500 million in cash on the balance sheet. To avert immediate liquidity issues, TPG Angelo Gordon has said it will proceed with a $2.5 billion loan to Dish regardless of the merger's status.

But, if the larger deal falls through, EchoStar will still be on the hook for nearly $7 billion in additional maturities over the next two years.

Should TPG find a way through the bondholder impasse, the next hurdle is antitrust. The regulatory pathway may be clearer than past attempts—including a blocked merger in 2002—but the current antitrust climate can be unforgiving.

As evidenced by the FTC's blockage of near-bankrupt Spirit Airlines’ sale to JetBlue, financial distress isn't always enough to secure approval.

DEALS, DEALS, DEALS

• Ontario Teachers' Pension Plan and PSP Investments have hired Bank of America and CIBC to launch a sale process for Cubico Sustainable Investments, a London-based renewable energy operator that could be worth around €7 billion, per Bloomberg.

Triton is considering a sale of IFCO, a foodservice plastic container manufacturer, which could be valued at around €5 billion, per Bloomberg.

Stonepeak acquired a 50 percent non-controlling stake in Coastal Virginia Offshore Wind, an under-construction project off Virginia Beach, for $2.6 billion from Dominion Energy (NYSE: D).

Sverica invested in Electronics Source Co., an aerospace and defense manufacturing company.

Apave Group, backed by PAI Partners, acquired IRISNDT, a provider of non-destructive testing and inspection services, from First Reserve.

• TPG's talent management company Initial Group acquired literary representation firm Grandview.

Mubadala is nearing a deal to acquire a minority stake in Bain and Parthenon-owned healthcare IT business Zelis at a valuation of around $17 billion, per Bloomberg.

Hightower, backed by THL, agreed to acquire a majority stake in NEPC, a Boston-based institutional investment consultancy.

Merck & Co. (NYSE: MRK) acquired Modifi Biosciences, a Yale University spinout developing DNA modification-enabled cancer therapeutics, for $30 million upfront plus up to $1.3 billion in milestone payments.

Wendel Group agreed to acquire 75 percent of Chicago-based private credit firm Monroe Capital for $1.13 billion.

Genstar Capital now holds a majority position in Likewize, a mobile device warranty and repair provider, after purchasing an additional stake from Brightstar Capital Partners.

Texas Permanent School Fund agreed to acquire a minority stake in Velocity Capital Management and committed $200 million as anchor investor in Velocity's debut sports and media fund.

Nutra-Med, a portfolio company of GenNx360 Capital Partners, acquired Legacy Pharma Solutions, a St. Louis-based provider of oral solid dose packaging.

Sophos, owned by Thoma Bravo, agreed to acquire cybersecurity provider Secureworks for $859 million from Dell Technologies.

Sage Sustainable Electronics, a portfolio company of Closed Loop Partners, acquired Relectro, an electronics repair provider.

Frontier Airlines is reportedly in renewed merger discussions with low-cost carrier Spirit Airlines, which is actively exploring restructuring options, per The Wall Street Journal.

Hefner Capital, led by Hugh Hefner’s son Cooper, submitted a $100 million all-cash offer for the brand assets and intellectual property of Playboy from PLBY Group (Nasdaq: PLBY).

Branford Castle Partners acquired Hoffman Engineering, a manufacturer of night vision test equipment, from Trident Maritime Systems.

Blue Marlin Partners and Trive Capital acquired a majority stake in Hawaiian fast-casual chain Mo' Bettahs from Savory Fund.

Stripe agreed to acquire Bridge, a stablecoin infrastructure platform that enables businesses to accept cross-border payments, for $1.1 billion.

• A lender group led by Alden Global Capital and Stonehill Capital agreed to take over Tupperware Brands rather than proceed with a bankruptcy-led sale process.

• The Glagau family is working with Houlihan Lokey to explore the sale of Orthomol, a German supplements maker, in a deal that could be worth €1 billion and has drawn interest from CVC Capital Partners, L Catterton, Advent International, Blackstone, and PAI Partners, per Bloomberg.

Altair Engineering (Nasdaq: ALTR), trading at a market value above $8.5 billion, has hired bankers to explore a sale after receiving inbound interest, per Reuters.

Saxo Bank shareholders Geely Group and Mandatum are exploring a sale of the Danish trading platform, drawing interest from Interactive Brokers and a consortium of Altor Equity Partners and Centerbridge Partners, per Bloomberg.

WestView Capital Partners invested in CardFlight, a New York-based SaaS payments provider.

Artivo Surfaces, a portfolio company of Transom Capital, acquired Tom Duffy Company, a tile and flooring products distributor.

Morgan Stanley Infrastructure Partners invested in data center operator Flexential, joining existing investor GI Partners as co-control shareholder.

Carlyle Group withdrew from bidding for Thyssenkrupp Marine Systems, the naval shipbuilding unit valued at around €1.6 billion.

Panopto, backed by K1 Investment Management, acquired AI text-to-video platform Elai.

GardaWorld Security, backed by BC Partners, agreed to acquire Stealth Monitoring, a commercial video monitoring provider.

VENTURE & EARLY-STAGE

Tech, Vertical SaaS, & Misc. Enterprise

Zip, a procurement orchestration platform, raised $190 million in Series D funding led by BOND, with participation from DST Global, Adams Street, Alkeon, YC, and CRV.

Socket, a software supply chain security platform, raised $40 million in Series B funding led by Abstract Ventures, with participation from Andreessen Horowitz.

Genmo AI, an AI video generation startup, raised $28.4 million in Series A funding led by NEA, with participation from The House Fund, Gold House Ventures, WndrCo, Eastlink Capital Partners, and Essence VC.

Pantheon AI, an architectural platform for property developers, raised $25 million in new funding led by Andreessen Horowitz, with participation from Felicis and 8VC.

CrewAI, a developer of multi-agent workflow automation software, raised $18 million in seed and Series A funding co-led by Boldstart Ventures and Insight Partners, with participation from Blitzscaling Ventures, Craft Ventures, and Earl Grey Capital.

Attention, a sales conversation analysis platform, raised $14 million in Series A funding led by Alven, with participation from Eniac, 645 Ventures, Aglae, Frst, and Liquid2.

Oxla, an analytical database startup, raised $11 million in seed funding from TQ Ventures, Lead Ventures, Warsaw Equity Group, and 4growth VC.

Paccurate, a packing intelligence platform for parcel shippers, raised $8.1 million in Series A funding led by High Alpha, with participation from Tech Square Ventures, Grand Ventures, Hyde Park Angels, Las Olas Venture Capital, Springtime Ventures, and Royal Street Ventures.

Fintech

Valon, a digital mortgage servicing platform, raised $100 million in Series C funding led by WestCap, with participation from Andreessen Horowitz, Amgen Ventures, Regeneron Ventures, Bregua Corporation, Pappas Capital, and Alexandria Venture Investments.

Moneybox, a UK digital wealth management platform, raised £70 million in new funding from Apis Global Growth Fund III and Amundi, with participation from Fidelity International Strategic Ventures, Oxford Capital, Breega, Burda, and CNP.

Obligo, a rental security deposit fintech, raised $35 million in new funding co-led by 83North and True Global Ventures, with participation from 10D, Entrée Capital, HighSage Ventures, MUFG Innovation Partners, and Viola Credit.

Authologic, a digital identity verification platform for KYC/AML, raised $8.2 million in Series A funding led by OpenOcean, with participation from YCombinator, Peak Capital, and SMOK VC.

Healthcare

AvenCell Therapeutics, a cell therapy biotech developing autologous and allogeneic switchable CAR-T therapies, raised $112 million in Series B funding led by Novo Holdings, with participation from F-Prime Capital, Eight Roads Ventures Japan, Piper Heartland Healthcare Capital, NYBC Ventures, and Blackstone Life Sciences.

Tennr, a healthcare workflow automation platform, raised $37 million in Series B funding led by Lightspeed Ventures, with participation from a16z and Foundation Capital.

OneStep, a digital physical therapy startup, raised $36 million in Series B funding co-led by Team8 and Vintage Investment Partners, with participation from LionBird, Aleph, and 10D.

Passkey Therapeutics, a developer of multi-target therapeutics for complex diseases, raised $20 million in seed funding led by Breakout Ventures, with participation from Innovation Endeavors, Bison Ventures, Wireframe Ventures, Alexandria Venture Investments, and GRIDS Capital.

HealthEx, a patient consent platform, raised $14 million in Seed and Series A funding led by General Catalyst, with participation from Electric Capital.

Consumer & Media 

Ozlo Sleep, a sleep tech startup developing smart earbuds, raised $12 million in new funding led by LifeArc Ventures, with participation from Drive by DraftKings, Wise Ventures, Scrum Ventures, Wheelhouse 360, Modi Ventures, Niremia Collective, and 5Point Venture Partners.

Industrials, Greentech, & Other

Adden Energy, a Harvard spinout developing fast-charging EV batteries, raised $15 million in Series A funding led by At One Ventures, with participation from Primavera Capital Group, Rhapsody Venture Partners, and MassVentures.

Dunia Innovations, a Berlin-based materials discovery startup, raised $11.5 million in new funding co-led by Elaia and redalpine, with participation from EIC, Pace Ventures, Kindred Capital, Deep Science Ventures, and Anglo American.

Conflux Technology, a Melbourne-based manufacturer of 3D-printed heat exchangers, raised $11 million in Series B funding led by Breakthrough Victoria, with participation from AM Ventures and Acorn Capital.

FUNDRAISING

EnCap Investments raised $5.25 billion for its twelfth oil and gas fund, exceeding its initial target and hitting its hard cap.

Mubadala Capital, the alternative asset management arm of Abu Dhabi's Mubadala Investment Company, raised $3.1 billion for its fourth buyout fund.

Morgan Stanley Investment Management raised $2 billion for its second North Haven Tactical Value Fund, which will make credit, hybrid, and non-control equity investments.

Trivest Partners raised $730 million for its third growth fund, focusing on non-control investments in founder and family-owned businesses with EBITDA above $4 million.

Acrew Capital raised $700 million across multiple funds focused on Data and Security, Fintech, and Health sectors.

L2Point Management raised $312 million for its inaugural structured equity fund.

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