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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2024 (January 12, 2024)
ECHOSTAR CORPORATION
(Exact name of registrant as specified in its charter)
001-33807
(Commission File Number)
| Nevada |
26-1232727 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 100 Inverness Terrace East |
|
| Englewood, Colorado |
80112 |
| (Address of principal executive offices) |
(Zip code) |
(303) 706-4000
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
|
Title
of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A common stock, $0.01 par value |
|
SATS |
|
The Nasdaq Stock Market L.L.C. |
DISH NETWORK CORPORATION
(Exact name of registrant as specified in its charter)
001-39144
(Commission File Number)
| Nevada |
88-0336997 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 9601 South Meridian Boulevard |
|
| Englewood, Colorado |
80112 |
| (Address of principal executive offices) |
(Zip code) |
(303) 723-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act: None
DISH DBS CORPORATION
(Exact name of registrant as specified in its charter)
333-31929
(Commission File Number)
| Colorado |
84-1328967 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 9601 South Meridian Boulevard |
|
| Englewood, Colorado |
80112 |
| (Address of principal executive offices) |
(Zip code) |
(303) 723-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act: None
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
|
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK |
0001001082 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2024-01-12 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
| Co-Registrant CIK |
0001042642 |
| Co-Registrant Amendment Flag |
false |
| Co-Registrant Form Type |
8-K |
| Co-Registrant DocumentPeriodEndDate |
2024-01-12 |
| Co-Registrant Written Communications |
false |
| Co-Registrant Solicitating Materials |
false |
| Co-Registrant PreCommencement Tender Offer |
false |
| Co-Registrant PreCommencement Issuer Tender Offer |
false |
| Co-Registrant Emerging growth company |
false |
Item 8.01 Other.
On January 12, 2024, EchoStar Corporation (“EchoStar”)
issued a press release, announcing that it commenced exchange offers and consent solicitations with respect to the
0% Convertible Notes due 2025 and the 3.375% Convertible Notes due 2026 issued by its subsidiary DISH Network Corporation (“DISH”),
furnished herewith as Exhibit 99.1.
On January 16, 2024, EchoStar issued a press release, announcing that,
DISH DBS Issuer LLC, an indirect subsidiary of both EchoStar and DISH DBS Corporation, EchoStar’s indirect subsidiary (“DBS”),
had commenced exchange offers and consent solicitations with respect to the 5.875% Senior Notes
due 2024, the 7.75% Senior Notes due 2026, the 7.375% Senior Notes due 2028 and the 5.125% Senior Notes due 2029 issued by DBS, furnished
herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
Forward-looking Statements
Certain
statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, in particular,
statements about plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future
results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal
proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such
as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,”
“estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,”
“may,” and similar terms. These forward-looking statements are based on information available to us as of the date hereof
and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events
or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual
performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number
of factors. Additional information concerning these risk factors is contained in each of
EchoStar’s, DISH’s and DBS’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form
10-Q, and in EchoStar’s, DISH’s and DBS’s subsequent Current Reports on Form 8-K, and other SEC filings. All cautionary
statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should
consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements.
The forward-looking statements speak only as of the date made. We do not undertake, and specifically disclaim, any obligation to publicly
release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Should one or more of the risks or uncertainties described herein or in any documents
we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from
those expressed in any forward-looking statements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto
duly authorized.
| |
|
ECHOSTAR CORPORATION
DISH NETWORK CORPORATION
DISH DBS CORPORATION |
| |
|
| Date: January 16, 2024 |
By: |
/s/ Dean A. Manson |
| |
|
Dean A. Manson
Chief Legal Officer and Secretary, EchoStar Corporation |
Exhibit 99.1
EchoStar Corporation
Announces Exchange Offers and Consent Solicitations
for
0% Convertible Senior Notes due 2025 and
3.375% Convertible Senior Notes due 2026
Issued by DISH Network Corporation
Exchange Offers Intended to Reduce Aggregate
Indebtedness and Materially Extend Debt Maturity Profile Providing Significant Runway for Continued Strategic Investment and Opportunity
to Combine DISH Network’s satellite technology, streaming services and nationwide 5G network
with EchoStar's premier satellite communications solutions, creating a global leader in terrestrial and non-terrestrial wireless connectivity
Englewood, Colo., Jan. 12, 2024 —EchoStar Corporation (Nasdaq:
SATS) (“EchoStar”), a global, fully integrated communication and content delivery leader and provider of technology,
spectrum, engineering, manufacturing, networking services, television entertainment and connectivity bolstered by its merger with DISH
Network Corporation (“DISH”), today announced that it has commenced offers to exchange (i) any and all of the
0% Convertible Notes due 2025 (the “DISH Network 2025 Notes”) issued by its subsidiary DISH and (ii) any and all
of the 3.375% Convertible Notes due 2026 issued by DISH (the “DISH Network 2026 Notes,” and together with the DISH
Network 2025 Notes, the “Existing DISH Notes”), each for 10.00% Senior Secured Notes due 2030 to be issued by EchoStar
Corporation (the “EchoStar Notes”), in each case, pursuant to the terms described in a preliminary prospectus and consent
solicitation statement, dated January 12, 2024 (the “Preliminary Exchange Offer Prospectus”).
Today’s announcement further advances EchoStar’s objective
of realizing on the synergistic opportunities of the combined business to utilize its valuable portfolio of spectrum and other assets
to optimize its capital structure to position the business to execute on its strategic goal of becoming
the premier provider of terrestrial mobile, satellite connectivity, and content services.
The following table describes certain terms of the exchange offers:
| Title of Existing DISH Notes | |
CUSIP/ISIN Number(1) | |
Principal Amount
Outstanding(2) | | |
Exchange Consideration(3) | |
| 0% Convertible Notes due 2025 | |
25470MAF6/US2547MAF68 | |
$ | 1,957,197,000 | | |
$ | 610 | |
| 3.375% Convertible Notes due 2026 | |
25470MAB5/US2547MAB54 | |
$ | 2,908,801,000 | | |
$ | 510 | |
| (1) | No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in this press release or printed on
the Existing DISH Notes. They are provided solely for convenience. |
| (2) | Net of $42,803,000 and $91,199,000 of 0% Convertible Notes due 2025 and 3.375% Convertible Notes due 2026, respectively, that are
held by DISH and not deemed outstanding. |
| (3) | Consideration in the form of principal amount of EchoStar Notes per $1,000 principal amount of Existing DISH Notes that are validly
tendered and accepted for exchange, subject to any rounding as described herein. Excludes accrued interest, which will be paid in cash
in addition to the Exchange Consideration, as applicable. |
The EchoStar Notes will be guaranteed on a senior secured basis by
EchoStar’s indirect subsidiary, DBSD Corporation (“DBSD”), and secured by first priority liens on the 20 MHz
of AWS-4 spectrum (consisting of 10 MHz of N70 and 10 MHz of N66) held by DBSD (the “Spectrum Collateral”), and EchoStar’s
indirect subsidiary, DBSD Services Limited, which will provide a security interest consisting of a first priority pledge of the equity
interests of DBSD (in each case as described in the Preliminary Exchange Offer Prospectus). EchoStar currently estimates the fair market
value of the Spectrum Collateral that will secure the EchoStar Notes to be approximately $9 billion. The EchoStar Notes will not have
recourse to any assets of any other subsidiary of EchoStar other than as set forth above.
Concurrently with the exchange offers, EchoStar is soliciting consents
from holders of each series of the Existing DISH Notes to amend the terms of the applicable series of Existing DISH Notes and the indentures
governing such Existing DISH Notes to, among other things, eliminate certain events of default (including any cross-defaults related to
any payment, bankruptcy or other defaults of any DISH subsidiary) and substantially all of the restrictive covenants in each such indenture
and the Existing DISH Notes of the applicable series, including, but not limited to, the merger covenant, the reporting covenant and to
make certain conforming changes to each such indenture and the Existing DISH Notes of the applicable series to reflect the proposed amendments
(the “Proposed Amendments”). Holders may not consent to the Proposed Amendments without tendering the applicable Existing
DISH Notes in the relevant exchange offer, and holders may not tender Existing DISH Notes of any series for exchange without consenting
to the Proposed Amendments for such series.
Each exchange offer and consent solicitation is a separate offer and/or
solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law,
at any time in the EchoStar’s sole discretion, and without amending, extending, terminating or withdrawing any other exchange offer
or consent solicitation. Additionally, notwithstanding any other provision of the exchange offers, EchoStar’s obligations to accept
and exchange any of the Existing DISH Notes validly tendered pursuant to an exchange offer is subject to the satisfaction or waiver of
certain conditions, as described in the Registration Statement, and EchoStar expressly reserves its right, subject to applicable law,
to terminate any exchange offer and/or consent solicitation at any time.
The exchange offers and consent solicitations will expire at 11:59
p.m., New York City time, on February 9, 2024, or any other date and time to which EchoStar extends such period for such exchange
offer or consent solicitation in its sole discretion (such date and time for such exchange offer or consent solicitation, as it may be
extended, the “Expiration Date”). To be eligible to receive the applicable exchange consideration in the applicable
exchange offer and consent solicitation, holders must validly tender and not validly withdraw their Existing DISH Notes and validly deliver
and not revoke their consents at or prior to the Expiration Date. Holders may withdraw tendered Existing DISH Notes at any time prior
to the Expiration Date. Any Existing DISH Notes withdrawn pursuant to the terms of the applicable exchange offer and consent solicitation
shall not thereafter be considered tendered for any purpose unless and until such notes are again tendered pursuant to the applicable
exchange offer and consent solicitation. Existing DISH Notes not exchanged in the exchange offers and consent solicitations will be returned
to the tendering holder at EchoStar’s expense promptly after the expiration or termination of the exchange offers and consent solicitations.
A registration statement on Form S-4 relating to the EchoStar
Notes (the “Registration Statement”) has been filed with the Securities and Exchange Commission (the “SEC”)
but has not yet become effective. The consummation of each exchange offer and consent solicitation is subject to, and conditional upon,
the satisfaction or, where permitted, waiver of certain conditions including, among other things, the effectiveness of the Registration
Statement, and at least a majority of the outstanding principal amount of the applicable series of Existing DISH Notes being validly tendered
and not properly withdrawn prior to the Expiration Date (the “Minimum Tender Condition”). All conditions to each exchange
offer and consent solicitation must be satisfied or, where permitted, waived, on or prior to the Expiration Date. For the avoidance of
doubt, EchoStar reserves the right to waive in its sole and absolute discretion the Minimum Tender Condition and accept any and all Existing
DISH Notes validly tendered and not validly withdrawn at or prior to the expiration date.
EchoStar is conducting the exchange offers and consent solicitations
in order to, among other things, reduce its consolidated indebtedness, address certain of its nearer term debt maturities and resultantly
materially extend its debt maturity profile, which will provide significant runway for continued strategic investment in its business
and further enhance EchoStar’s unique opportunity to combine DISH Network’s satellite technology, streaming services and nationwide
5G network with EchoStar's premier satellite communications solutions, creating a global leader in terrestrial and non-terrestrial wireless
connectivity.
White & Case LLP is acting as legal advisor to EchoStar and
D.F. King & Co., Inc. is acting as exchange agent and information agent for the exchange offers and consent solicitations.
This press release does not constitute an offer to sell or exchange
or the solicitation of an offer to buy or exchange any securities, nor shall there be any exchange of the EchoStar Notes for Existing
DISH Notes pursuant to the exchange offers and consent solicitations in any jurisdiction in which such exchanges would be unlawful prior
to registration or qualification under the laws of such jurisdiction.
About EchoStar Corporation
EchoStar Corporation (Nasdaq: SATS) is a premier provider of technology,
networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide
under its EchoStar®, Boost Mobile®, Boost Infinite, Sling TV, DISH TV, Hughes®, HughesNet®, HughesON™, and JUPITER™
brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates as EchoStar Global
Australia. For more information, visit www.echostar.com and follow EchoStar on X (Twitter) and LinkedIn.
Where You Can Find Additional Information
As noted above, further details regarding the terms and conditions
of the exchange offers and consent solicitations, including descriptions of the EchoStar Notes and the material differences between the
EchoStar Notes and the Existing DISH Notes, can be found in the registration statement that has been filed with the SEC but has not yet
become effective, and in a tender offer statement on Schedule TO that has been filed with the SEC. The securities subject to the registration
statement may not be issued and sold prior to the time the registration statement becomes effective. ANY INVESTOR HOLDING EXISTING DISH
NOTES IS URGED TO READ THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS ECHOSTAR HAS FILED OR WILL FILE WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ISSUER AND THE OFFERING.
The registration statement, the tender offer statement and other related
documents, when filed, can be obtained for free from the SEC’s website at www.sec.gov. Documents are also available for
free upon oral request made to EchoStar at (303) 706-4000 or written request made to EchoStar Corporation, Attention: Investor Relations,
100 Inverness Terrace East, Englewood, Colorado 80112 and from EchoStar’s website at www.echostar.com.
Holders can also request copies of the offering materials by contacting
D.F. King & Co., Inc. by sending an email to DISH@dfking.com or by calling (800) 967-5084 (U.S. toll-free) or (212)
269-5550 (banks and brokers).
Forward-looking Statements
This document contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and
Section 21E of the Exchange Act, including, in particular, statements about plans, objectives and strategies, growth opportunities
in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements,
estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements
are not historical facts and may be identified by words such as "future," "anticipate," "intend," "plan,"
"goal," "seek," "believe," "estimate," "expect," "predict," "will,"
"would," "could," "can," "may," and similar terms. These forward-looking statements are based
on information available to us as of the date hereof and represent management's current views and assumptions. Forward-looking statements
are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which
may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied
in the forward-looking statements due to a number of factors. Additional information concerning
these risk factors is contained in each of EchoStar's and DISH Network's most recently filed Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q, and in EchoStar's subsequent Current Reports on Form 8-K, and other SEC filings. All cautionary
statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should
consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements.
The forward-looking statements speak only as of the date made. We do not undertake, and specifically disclaim, any obligation to publicly
release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Should one or more of the risks or uncertainties described herein or in any documents
we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from
those expressed in any forward-looking statements.
Exhibit 99.2
EchoStar Corporation
Announces Exchange Offers and Consent Solicitations
by
DISH DBS Issuer LLC for
Certain Existing Senior Notes
Issued by DISH DBS Corporation
Englewood,
Colo., Jan. 16, 2024 —EchoStar Corporation (Nasdaq: SATS) (“EchoStar”) today announced that its newly formed
subsidiary DISH DBS Issuer LLC (“DBS Issuer”) (also known as DBS Subscriber Subsidiary) has commenced offers (the “Exchange
Offers”) to Eligible Holders (as defined below) to exchange (x) up to $1,000,000,000 aggregate principal amount
of the 5.875% Senior Notes due 2024 (the “DBS 2024 Notes”) issued by DISH DBS Corporation (“DBS”),
a subsidiary of EchoStar, for Series 2024-1 Class A-1 10.00% Senior Secured Notes due 2030 (the “DBS Issuer Class A-1
Notes”) and (y) up to an aggregate principal amount described below of (i) the 7.75% Senior Notes due 2026 issued
by DBS (the “DBS 2026 Notes”), (ii) the 7.375% Senior Notes due 2028 (the “DBS 2028 Notes”)
and (iii) the 5.125% Senior Notes due 2029 (the “DBS 2029 Notes,” and together with the DBS 2024 Notes, the DBS
2026 Notes and the DBS 2028 Notes, the “Existing DBS Notes”), each for 2024-1 Class A-2 10.00% Senior Secured
Notes due 2034 (the “DBS Issuer Class A-2 Notes” and, together with DBS Issuer Class A-1 Notes, the “DBS
Issuer Notes”). The DBS Issuer Notes are to be issued by DBS Issuer, in each case, pursuant to the terms described in an exchange
offer memorandum and consent solicitation statement, dated January 16, 2024 (the “Exchange Offer Memorandum”).
The DBS Issuer Notes will be secured by the assets of DBS Issuer, which include approximately
3.0 million DISH TV subscribers.
The maximum aggregate principal amount of DBS
Issuer Notes that will be issued to eligible holders of Existing DBS Notes pursuant to the Exchange Offers is $3,000,000,000, subject
to adjustment as described below:
| (1) | no more than $1,000,000,000 aggregate principal amount of the DBS 2024 Notes (the “2024 Notes
Tender Cap”); and |
| (2) | the maximum aggregate principal amount of (i) DBS Issuer Class A-1 Notes that will be issued
is $1,000,000,000 (the “Maximum Offered Class A-1 Notes Amount”) and (ii) DBS Issuer Class A-2 Notes
that will be issued is $3,000,000,000 less the aggregate principal amount of any DBS Issuer Class A-1 Notes issued (the “Maximum
Offered Class A-2 Notes Amount”). |
DBS
Issuer reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the 2024 Notes Tender Cap, the Maximum
Offered Class A-1 Notes Amount, the Maximum Offered Class A-2 Notes Amount and/or the Maximum Offered Notes Amount, but there
can be no assurance that DBS Issuer will do so. This could result in DBS Issuer purchasing a greater or lesser aggregate principal
amount of Existing DBS Notes in the Offers and issuing a greater or lesser aggregate principal amount of DBS Issuer Notes.
Existing DBS Notes accepted for exchange into
DBS Issuer Class A-2 Notes on any settlement date will be accepted in accordance with the priority levels (the “Acceptance
Priority Levels”) set forth below (with “1” being the highest Acceptance Priority Level and “3” being
the lowest Acceptance Priority Level). Only the Existing DBS Notes being exchanged for DBS Issuer Class A-2 Notes will be subject
to the Acceptance Priority Levels.
The following table describes certain terms of the exchange offers:
Title
of Existing
DBS Notes | |
CUSIP
Number(1) (Rule 144A/Reg
S) | |
ISIN(1) (Rule 144A/Reg
S) | |
Tender
Cap | | |
Principal
Amount
Outstanding | | |
Acceptance
Priority
Level | | |
DBS
Issuer
Notes | |
Exchange
Consideration(4) | | |
Early
Exchange
Premium(4)(5) | | |
Total
Consideration(4)(6) | |
| 5.875% Senior Notes
due 2024 | |
25470XAW5 / U25486AL2 | |
US25470XAW56 /
USU25486AL24 | |
$ | 1,000,000,000 | (2) | |
$ | 1,982,544,000 | (3) | |
N/A | | |
Class A-1 Notes | |
$ | 950.00 | | |
$ | 50.00 | | |
$ | 1,000.00 | |
| 7.75% Senior Notes due 2026 | |
25470XAY1 / U25486AM0 | |
US25470XAY13 / USU25486AM07 | |
| N/A | | |
$ | 2,000,000,000 | | |
1 | | |
Class A-2 Notes | |
$ | 610.00 | | |
$ | 50.00 | | |
$ | 660.00 | |
| 7.375% Senior Notes due 2028 | |
25470XBB0 / U25486AN8 | |
US25470XBB01 / USU25486AN89 | |
| N/A | | |
$ | 1,000,000,000 | | |
2 | | |
Class A-2 Notes | |
$ | 450.00 | | |
$ | 50.00 | | |
$ | 500.00 | |
| 5.125% Senior Notes due 2029 | |
25470XBD6 / U25486AP3 | |
US25470XBD66 / USU25486AP38 | |
| N/A | | |
$ | 1,500,000,000 | | |
3 | | |
Class A-2 Notes | |
$ | 380.00 | | |
$ | 50.00 | | |
$ | 430.00 | |
| (1) | No
representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed
in this press release or printed on the Existing DBS Notes. They are provided solely for
convenience. |
| (2) | No
more than the 2024 Notes Tender Cap of 5.875% Senior Notes due 2024 (as it may be increased
or decreased by DBS Issuer in its sole discretion) will be purchased in the Exchange Offers. |
| (3) | Net
of $17,456,000 of 5.875% Senior Notes due 2024 that are held by DISH Network Corporation
and not deemed outstanding. |
| (4) | Consideration
in the form of principal amount of DBS Issuer Notes per $1,000 principal amount of Existing
DBS Notes that are validly tendered and accepted for exchange, subject to any rounding as
described in the Exchange Offer Memorandum. Excludes accrued interest, which will be paid
in cash in addition to the Exchange Consideration or the Total Consideration, as applicable. |
| (5) | The
Early Exchange Premium will be payable to Eligible Holders who validly tender Existing DBS
Notes at or prior to the Early Tender Time. |
| (6) | Includes
the Early Exchange Premium for Existing DBS Notes validly tendered at or prior to the Early
Tender Time. |
The DBS Issuer Notes will be secured by all of
DBS Issuer’s interests in its subscription and equipment agreements (as described in the Exchange Offer Memorandum). The DBS Issuer
Notes will not have recourse to any assets of EchoStar or any of its other subsidiaries.
Concurrently with the Exchange Offers, DBS Issuer
is soliciting consents (the “Consent Solicitations” and together with the Exchange Offers, the “Offers”)
from holders of each series of the Existing DBS Notes to amend the terms of the applicable series of Existing DBS Notes and the indentures
governing such Existing DBS Notes (the “Existing Indentures”) to, among other things, eliminate certain events of default
(including any defaults related to any payment default or acceleration of certain indebtedness and defaults related to the bankruptcy
of DBS) and substantially all of the covenants in each such indenture and the Existing DBS Notes of the applicable series, including,
but not limited to, limitations on restricted payments, dividend restrictions, indebtedness, liens, asset sales, affiliate transactions,
reporting and mergers, and to make certain conforming changes to each such indenture and the Existing DBS Notes of the applicable series
to reflect the proposed amendments (the “Proposed Amendments”). Holders may not consent to the Proposed Amendments
without tendering the applicable Existing DBS Notes in the relevant Exchange Offer, and holders may not tender Existing DBS Notes of any
series for exchange without consenting to the Proposed Amendments for such series.
Each Exchange Offer and Consent Solicitation will
expire immediately after 11:59 p.m., New York City time, on February 12, 2024, or any other date and time to which DBS Issuer extends
such period for such Exchange Offer and Consent Solicitation in its sole discretion (such date and time, as it may be extended, the “Expiration
Time”), unless earlier terminated.
To be eligible to receive the applicable total
consideration (the “Total Consideration”) in the applicable Offer, Eligible Holders must validly tender and not validly
withdraw their Existing DBS Notes and validly deliver and not revoke their consents at or prior to 5:00 p.m., New York City time, on January 29,
2024, or any other date and time to which DBS Issuer extends such period in its sole discretion (such date and time for such Offer, as
it may be extended, the “Early Tender Time”). Eligible Holders validly tendering their Existing DBS Notes after the
applicable Early Tender Time for an Offer and at or prior to the Expiration Time for such Offer will only be eligible to receive the applicable
exchange consideration set forth in the table above (the “Exchange Consideration”), which equals the applicable Total
Consideration less the applicable Early Exchange Premium set forth in the table above.
Validly tendered Existing DBS Notes may be withdrawn
and related consents revoked, with respect to an Exchange Offer and Consent Solicitation for any series of Existing DBS Notes at or prior
to, and not thereafter (subject to applicable law), in the case of any series of Existing DBS Notes, the earliest of (i) the time
of execution of the Supplemental Indenture (as defined below) relating to such series of Existing DBS Notes (which is expected to occur
promptly after receipt of the Requisite Consents (as defined below) for such series), (ii) 5:00 p.m., New York City time, on January 29,
2024, unless extended by DBS Issuer in its sole discretion and (iii) the termination of the Consent Solicitation with respect to
such series of Existing DBS Notes. The occurrence of such event with respect to a series of Existing DBS Notes is referred to as the “Withdrawal
Deadline” for such series of Existing DBS Notes.
The 2024 Notes Tender Cap limits the maximum aggregate
principal amount of the DBS 2024 Notes that may be exchanged in the applicable Offer to $1,000,000,000. Accordingly, acceptance for tenders
of DBS 2024 Notes may be subject to proration if the aggregate principal amount DBS 2024 Notes validly tendered would result in the aggregate
principal amount of DBS 2024 Notes exchanged exceeding the 2024 Notes Tender Cap.
DBS Issuer will exchange any Existing DBS Notes
that have been validly tendered at or prior to the Expiration Time and that it chooses to accept for exchange, subject to all conditions
to such Exchange Offer and Consent Solicitation having been either satisfied or waived by DBS Issuer, within three business days following
the Expiration Time or as promptly as practicable thereafter (the settlement date of such exchange with respect to an Exchange Offer and
Consent Solicitation being referred to as the “Settlement Date”), subject to the 2024 Notes Tender Cap, the Maximum
Offered Class A-1 Notes Amount, the Maximum Offered Class A-2 Notes Amount, the Acceptance Priority Level and proration.
Subject to the Maximum Offered Class A-2
Notes Amount, the Acceptance Priority Level and proration, all Existing DBS Notes subject to the Acceptance Priority Levels (the “Acceptance
Priority Notes”) of a series validly tendered at or before the Expiration Time having a higher Acceptance Priority Level will
be accepted before any Acceptance Priority Notes of another series tendered at or before the Expiration Time having a lower Acceptance
Priority Level are accepted, even if the Acceptance Priority Notes having a lower Acceptance Priority Level were tendered prior to the
applicable Early Tender Time and the Existing DBS Notes having a higher Acceptance Priority Level were tendered after the Early Tender
Time but on or prior to the Expiration Time. Accordingly, even if the Offers are fully subscribed such that the aggregate Exchange Consideration
issuable in respect of Acceptance Priority Notes validly tendered equals at least the Maximum Offered Class A-2 Notes Amount as of
the applicable Early Tender Time, Acceptance Priority Notes validly tendered at or before the applicable Early Tender Time may be subject
to proration if DBS Issuer accepts Acceptance Priority Notes tendered after the applicable Early Tender Time but on or prior to the Expiration
Time that have a higher Acceptance Priority Level than such Existing DBS Notes. In such a scenario, DBS Issuer will (assuming satisfaction
or waiver of the conditions set forth in the Exchange Offer Memorandum with respect to the Offers) accept all validly tendered Existing
DBS Notes and related consents on or prior to the Expiration Time on a prorated basis based on the Acceptance Priority Level such that
the aggregate Exchange Consideration for the Acceptance Priority Notes equals the Maximum Offered Class A-2 Amount (subject to rounding
down to the nearest $1,000). A Consent Solicitation with respect to a series of Existing DBS Notes will be terminated if the consents
of holders of a majority in aggregate principal amount of such series of Existing DBS Notes outstanding, or in the case of certain amendments,
66 2/3%, (excluding any DBS Senior Notes held by the Company or its affiliates) (with respect to each series of Existing DBS Notes, the
“Requisite Consents”) for such series are not obtained and, in such case, the applicable Proposed Amendments for such
series of Existing DBS Notes will not become effective.
All
Existing DBS Notes not accepted as a result of proration will be rejected from the applicable Offer and will be promptly returned to the
tendering Eligible Holder.
Existing DBS Notes may be tendered and accepted
for exchange only in principal amounts equal to minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, provided
that the DBS Issuer Notes will be issued with minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. If proration
causes DBS to return less than the minimum denomination of a series of Existing DBS Notes to an Eligible Holder, then DBS Issuer will
either accept all or reject all of the Existing DBS Notes of such series tendered by such Eligible Holder. The amount of DBS Issuer Notes
to be issued to any Eligible Holder will be rounded down to the nearest $1,000. Any fractional portion of DBS Issuer Notes not received
as a result of rounding down will be paid in cash.
If the Requisite Consents to the applicable Proposed
Amendments are received and not revoked with respect to a series of Existing DBS Notes, DBS and the trustee under the Existing Indenture
governing such series of Existing DBS Notes are expected to execute a supplemental indenture to such Existing Indenture providing for
the Proposed Amendments (with respect to any such series of Existing DBS Notes, a “Supplemental Indenture”), promptly
after receipt of such Requisite Consents. The Supplemental Indenture will effect the Proposed Amendments only with respect to such series
of Existing DBS Notes for which the applicable Requisite Consents were received and not revoked. The adoption of the Proposed Amendments
with respect to any series of Existing DBS Notes is not conditioned upon the consummation of any other Consent Solicitation or adoption
of the Proposed Amendments in respect of any other series of Existing DBS Notes or obtaining any Requisite Consent with respect to any
other series of Existing DBS Notes. The failure to obtain the Requisite Consents with respect to any series of Existing DBS Notes will
not affect the ability of DBS to enter into the Supplemental Indenture and cause the Proposed Amendments to become effective for any other
series of Existing DBS Notes. If an Exchange Offer or the related Consent Solicitation with respect to a series of Existing DBS Notes
is terminated or withdrawn, the Existing Indenture governing such series of Existing DBS Notes will remain in effect in its present form
with respect to such series of Existing DBS Notes. However, if the Proposed Amendments for a series of Existing DBS Notes become operative,
holders of such series of Existing DBS Notes who do not tender Existing DBS Notes will be bound by the applicable Proposed Amendments,
meaning that their Existing DBS Notes will be governed by an Existing Indenture as amended by the applicable Supplemental Indenture.
Each
Exchange Offer and Consent Solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated
or withdrawn, subject to certain conditions and applicable law, at any time in DBS Issuer’s sole discretion, and without amending,
extending, terminating or withdrawing any other Exchange Offer or Consent Solicitation. No Offer is conditioned upon any minimum principal
amount of Existing DBS Notes of any series being tendered nor the consummation of any other Offer or Consent Solicitation. Additionally,
notwithstanding any other provision of the Offers, DBS Issuer’s obligations to accept and exchange any of the Existing DBS Notes
validly tendered pursuant to an Offer is subject to the satisfaction or waiver of certain conditions, as described in the Exchange Offer
Memorandum, and DBS Issuer expressly reserves its right, subject to applicable law, to terminate any Offer and/or Consent Solicitation
at any time.
The
Offers are being made, and the applicable series of DBS Issuer Notes are being offered, only to holders of the Existing DBS Notes who
are either (a) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A
under the Securities Act to whom the DBS Issuer Notes are offered in the United States in a transaction not involving a public offering,
pursuant to Section 4(a)(2) of the Securities Act or (b) persons other than “U.S. persons” as defined in Regulation
S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), who agree to purchase the DBS Issuer Notes
outside of the United States and who are otherwise in compliance with the requirements of Regulation S. The holders of Existing DBS Notes
who have certified to DBS Issuer that they are eligible to participate in the Offers and Consent Solicitations pursuant to at least one
of the foregoing conditions are referred to as “Eligible Holders.” Eligible Holders may go to www.dfking.com/dish
to confirm their eligibility.
Full details of the terms and conditions of the
Exchange Offers and the Consent Solicitations are described in the Exchange Offer Memorandum. The Exchange Offers and the Consent Solicitations
are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Exchange
Offer Memorandum, which is being sent by DBS Issuer to Eligible Holders of the Existing DBS Notes. Eligible Holders of the Existing DBS
Notes are encouraged to read these documents, as they contain important information regarding the Exchange Offers and the Consent Solicitations.
None of EchoStar, DBS, DBS Issuer, any of their
respective subsidiaries or affiliates, or any of their respective officers, boards of directors or directors, the dealer manager and solicitation
agent, the exchange agent and information agent or any trustee is making any recommendation as to whether Eligible Holders should tender
any Existing DBS Notes in response to the Exchange Offers or deliver any consents pursuant to the Consent Solicitations and no one has
been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender their
Existing DBS Notes and deliver consents, and, if so, the principal amount of Existing DBS Notes as to which action is to be taken.
The Exchange Offers and the Consent Solicitations
are not being made to Eligible Holders of Existing DBS Notes in any jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Exchange Offers and the
Consent Solicitations are required to be made by a licensed broker or dealer, the Exchange Offers and the Consent Solicitations will be
deemed to be made on behalf of DBS and DBS Issuer, as applicable, by the dealer manager and solicitation agent, or one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.
The DBS Issuer Notes have not been and will not
be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities
laws. The DBS Issuer Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities
laws and, accordingly, any issuance of DBS Issuer Notes in Canada will be made on a basis which is exempt from the prospectus requirements
of such securities laws.
This press release shall not constitute an offer
to sell or exchange or a solicitation of an offer to buy or exchange any securities, nor shall there be any sale or exchange of the DBS
Issuer Notes in any jurisdiction where such offering or sale or exchange would be unlawful. There shall not be any sale of the DBS Issuer
Notes in any jurisdiction in which such offer, solicitation, exchange or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
D.F. King & Co., Inc. is acting
as exchange agent and information agent for the exchange offers and consent solicitations.
About EchoStar Corporation
EchoStar Corporation (Nasdaq: SATS) is a premier
provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government
solutions worldwide under its EchoStar®, Boost Mobile®, Boost Infinite, Sling TV, DISH TV, Hughes®, HughesNet®, HughesON™,
and JUPITER™ brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates
as EchoStar Global Australia. For more information, visit www.echostar.com and follow EchoStar on X (Twitter) and LinkedIn.
Where You Can Find Additional Information
As noted above, further details regarding the
terms and conditions of the Offers can be found in the Exchange Offer Memorandum. ANY INVESTOR HOLDING EXISTING DBS NOTES IS URGED TO
READ THE EXCHANGE OFFER MEMORANDUM THAT HAS BEEN MADE AVAILABLE TO THEM BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ISSUER AND
THE OFFERING.
Requests for the Exchange Offer Memorandum and
other documents relating to the Offers may be directed to D.F. King & Co., Inc., the exchange agent and information agent
for the Offers, by sending an email to DISH@dfking.com or by calling (800) 967-5084 (U.S. toll-free) or (212) 269-5550 (banks and brokers).
Forward-looking Statements
This
document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act, and Section 21E of the Exchange Act, including, in particular, statements about plans, objectives and strategies,
growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital
requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking
statements are not historical facts and may be identified by words such as "future," "anticipate," "intend,"
"plan," "goal," "seek," "believe," "estimate," "expect," "predict,"
"will," "would," "could," "can," "may," and similar terms. These forward-looking statements
are based on information available to us as of the date hereof and represent management's current views and assumptions. Forward-looking
statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors,
which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied
in the forward-looking statements due to a number of factors. Additional information concerning
these risk factors is contained in each of EchoStar's, DISH Network's and DBS’s most recently filed Annual Report on Form 10-K
and subsequent Quarterly Reports on Form 10-Q, and in EchoStar's and DBS’s subsequent Current Reports on Form 8-K, and
other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements
wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance
on any forward-looking statements. The forward-looking statements speak only as of the date made. We do not undertake, and specifically
disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required by law. Should one or more of the risks or uncertainties
described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results
and plans could differ materially from those expressed in any forward-looking statements.
v3.23.4
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