EchoStar Corp (SATS) is a highly leveraged satellite, Dish TV, and wireless spectrum provider. SATS has agreed to sell its key spectrum assets to AT&T (cash) and SpaceX (primarily SpaceX stock), making SATS shares trade as a highly liquid proxy for SpaceX. This sum-of-the-parts (SOTP) model details the SpaceX re-rate upside against the hidden drags: corporate cash taxes on the spectrum transfer, regulatory closing timelines, and credit/default distress overlays. Inputs default to S-1 deal terms and filings; modify them below to test your own thesis.
How this works in 30 seconds
The core asset is the contractual 261.8M shares of SpaceX (post-split) delivered upon closing the spectrum sale (estimated November 30, 2027).
We apply haircuts: a liquidity discount for private stock block size, and a closing probability × time-value-of-money haircut for the 2027 lockup.
We add other parts: the value of remaining spectrum, operating assets (Dish, Boost, Hughes), and pro-forma cash.
We subtract liabilities: the heavy corporate C-corp tax on the $42.25B spectrum sale gain, and credit default haircuts if SATS misses debt covenants.
We compare the final NAV against SATS's current stock price to find the implied proxy discount and effective price paid for SpaceX.
⚠️ Charlie Ergen Key-Man & Governance Risk
Charlie Ergen (73, controlling shareholder) holds super-voting shares, giving him total control of SATS. He recently skipped the Q1 earnings call, sparking retail governance concerns. All deals, restructuring steps, and cash distributions are dependent on Ergen.
🕒 Multi-Year Closing Delay (Nov 2027)
The SpaceX equity block is not delivered until closing, expected ~November 30, 2027. SATS is highly exposed to macro downturns, credit defaults, or SpaceX re-rates in the intervening 1.5+ years before SATS actually holds the liquid stock.
📉 Proxy-Unwind Demand Drop
SATS trades at a proxy discount because SpaceX is private. If SpaceX's direct stock (SPCX) starts trading actively in liquid public markets or list lockups expire, investors will buy SPCX directly, leading to an unwind of SATS's proxy premium.
○ DEFAULT
Diluted includes bond conversion dilution risk noted by Barron's.
Preset Scenarios
VISUAL 01
SATS SOTP Bridge ($ / Share)
🔍 Click to enlarge
VISUAL 02
NAV Sensitivity Matrix
🔍 Click to enlarge
SPCX / Tax
0%
10%
15%
20%
25%
28%
👉 $135 (IPO)
$113
-12%
$103
-20%
$98
-24%
$93
-28%
$88
-32%
$85
-34%
$155
$121
-5%
$111
-13%
$106
-17%
$101
-21%
$96
-25%
$93
-27%
$175
$130
+2%
$120
-6%
$115
-10%
$110
-14%
$105
-18%
$102
-20%
$195
$139
+8%
$129
+1%
$124
-3%
$119
-7%
$114
-11%
$111
-13%
$215
$148
+15%
$138
+7%
$133
+4%
$128
-0%
$123
-4%
$120
-7%
$235
$156
+22%
$146
+14%
$141
+10%
$136
+6%
$131
+3%
$128
+0%
$255
$165
+29%
$155
+21%
$150
+17%
$145
+13%
$140
+9%
$137
+7%
*Shaded by upside (green) or downside (red) vs. today's SATS price of $128.13. Selected active model cell highlighted with orange border.
Reconcile your model's outputs against reported Wall Street targets. Both Cowen and Barron's apply a tax haircut to the spectrum gain, but their cash and operating stub assumptions vary:
Anchor Target Source
SPCX Price
SpaceX Stake
SATS Target NAV
Model Variance
TD Cowen (Greg Williams, May 2026)
~$118 (implied)
$31.0B
$155.00
-67.47
Barron's Sanity Case (6/12/26 Article)
~$175
$45.8B
$185.00 - $190.00
-99.97 vs mid
Your Risk-Adjusted Model (Active)
$135
$21.47B
$87.53
—
*Note: To align with Barron's target of ~$185-190/sh, check the **Diluted** share count toggle (modeling convertibles), set SPCX price to **$175**, and select the **Bull Preset** (which sets a conservative 15% effective tax rate and 20% liquidity discount).
01
SpaceX Equity Stake (The Swing Factor)
Edit discount sliders to haircut the private block
Asset component
Shares / Price
Value ($B)
$/SATS Share
Tag
Gross SpaceX Consideration
Fixed block of post-split Class A SpaceX shares. (S-1 Note F-26)
261.8M @ $135
$35.34B
$121.96
[VERIFIED]
Block Size & Illiquidity Discount
Haircut for private stock block size relative to public float.
20%
—
-$7.07B
-$24.39
[ESTIMATE]
Closing Probability & Timing Haircut
Stake delivers ~Nov 30, 2027. Discount for close probability (FCC approved, DOJ pending) + time-value-of-money.
Close Prob85%
Discount Rate8%
0.85x prob · 1.46 yr PV
-$6.81B
-$23.48
[ESTIMATE]
Net Risk-Adjusted SpaceX Stake
$21.47B
$74.08
02
Other SOTP Parts (Spectrum & Operations)
Adjust assets that back SATS operating stub
Asset component
Filing baseline
Model Value ($B)
$/SATS Share
Tag
Remaining Spectrum Holdings
Spectrum licenses not included in SpaceX/AT&T transaction (AWS-3, etc.)
$11.0B
$11.0B
$11.00B
$37.96
[ESTIMATE]
Pro-Forma Net Cash
Contested baseline net cash position after AT&T and SpaceX transaction cash.
$4.7B
$4.7B / $2.0B / $10.7B
$4.70B
$16.22
[ESTIMATE]
Operating Stub (DISH, Hughes, Boost)
Aggregate valuation of underlying satellite TV, retail wireless, and broadband units.
$6.0B
$6.0B
$6.00B
$20.70
[ESTIMATE]
Pre-Tax NAV (Discounted SpaceX + Others)
$43.17B
$148.96
03
Risk Deductions (Tax & Credit Default Overlay)
Model the heavy drags Wall Street ignores
⚠️ CREDIT DEFAULT ALERT: EchoStar missed its June 1 interest payment on the DISH DBS Senior Notes. The stock is currently subject to a 30-day cure period. If default is not cured, restructuring or distress haircuts could discount asset recoveries significantly. We apply the Distress Haircut to your model.
Deduction component
Inputs
Deduction ($B)
$/SATS Share
Tag
Corporate C-Corp Tax on Spectrum Gain
SATS will realize a massive taxable gain on the $42.25B transfer of spectrum licenses to SpaceX + AT&T.
Spectrum Tax Basis$B
Available NOLs$B
Effective Tax Rate25%
Taxable Gain: $36.25B
-$9.06B
-$31.27
[ESTIMATE]
Tower Lease Termination Costs
EchoStar must terminate or reassign long-term tower site leases as part of the spectrum transaction wind-down. Estimated liability per Barron's.
Tower Lease Liability$2.40B
Lease breakage costs
-$2.40B
-$8.28
[ ESTIMATE]
Credit Distress Haircut / Default overlay
Distress haircut applied if DBS missed interest default is not cured.
20%
Missed payment default
-$6.34B
-21.88
[REPORTED]
Simulate Deal Break (Pre-deal Distress Net Debt)
Check this box to simulate the scenario where the transaction breaks, SATS receives no SpaceX equity, and remains saddled with its pre-deal Net Debt of -$27.7B.
Pro-forma deal active
—
[DISTRESS]
04
SATS SOTP Outputs & Implied SpaceX Price
Compare Pre-tax vs. Risk-Adjusted values
PRE-TAX SOTP VALUE
$43,169,393,827
$148.96/ SATS share
Upside vs SATS Price:16%
Premium/Discount to NAV:-14%
Effective SPCX Price Paid:$68.11
*Pre-tax SOTP NAV ignores corporate taxes on the spectrum transfer gain, tower lease termination costs, and DBS default distress overlays.
RISK-ADJUSTED SOTP VALUE
$25,365,515,062
$87.53/ SATS share
Upside vs SATS Price:-32%
Premium/Discount to NAV:46%
Effective SPCX Price Paid:$102.73
*Risk-adjusted SOTP NAV includes C-corp tax drag on gain, tower lease termination costs, and credit distress default adjustments.
ⓘ
About SATS share count
The default SATS basic share count of 289.8M is an estimate of Class A + B outstanding. The authoritative share count changes quarterly and can be verified against EchoStar's latest Form 10-Q / 10-K. To evaluate convertible bond dilution risk noted by Barron's and Cowen, toggle on the **Diluted** share count button (which models conversion to **304.4M** shares).
ⓘ
About the spectrum tax
Bulls frequently mark SATS's spectrum sale gross of tax, but C-corp stock-for-asset exchanges are taxable at the corporate level. We model cash taxes on the spectrum transfer proceeds ($42.25B) less tax basis (default $5.0B) and SATS's available NOLs (default $1.0B) at a 25% federal + state rate. If SATS can defer tax via the "Spectrum Business Trust 2025-1" structure, the effective tax rate will be lower (preset Moon is 0%).
Changelog:
• June 15, 2026 — Added visual upgrades for the SATS bridge and sensitivity matrix, including cleaner chart header spacing, a compact heatmap layout, top-aligned input controls, and a non-overlapping SATS price annotation. Added real-time SATS and SPCX price fetching for the live price inputs and base scenario defaults. • June 12, 2026 — Reconciled calculator targets against Barron's strategic analysis ("EchoStar Is Falling as SpaceX Surges. Why the Stock Looks Cheap.") and TD Cowen targets ($155 NAV). Added convertible bond dilution toggle (basic 289.8M vs diluted 304.4M). Added "Takeout" preset scenario for Oppenheimer buyout optionality (SpaceX acquires SATS/Boost in tax-free stock swap, $8.0B stub). Added Wall Street targets reconciliation card. Added qualitative callouts (Ergen key-man risk, multi-year closing delays, proxy-unwind decay). • May 12, 2026 — Updated S-1 regulatory track: FCC officially approved the SATS spectrum transfer application (FCC Order Granting SpaceX-EchoStar Applications, 5/12/26). DOJ antitrust review and closing conditions remain pending. Updated default SATS close probability to 85%. • March 3, 2026 — Initial SOTP model built on terms from SpaceX's S-1 Note F-26 (accession `000162828026036936`): 261.8M post-split shares of SPCX, $42.25B spectrum transfer proceeds, and SpaceX junior lien funding of SATS debt service.
Sources:
• SpaceX Form S-1 Note F-26 "Spectrum Transactions" (Deal Terms): SEC EDGAR
This site is for informational and educational purposes only. It does not constitute investment advice, an offer to buy or sell securities, or a recommendation of any kind. The author makes no warranty as to the accuracy of any figures shown. SATS values are modeled estimates based on publicly available filings. The author may hold positions in SATS or other securities mentioned. Do your own work.