EchoStar Corporation, a global leader in communication and content delivery, has initiated exchange offers for two series of Convertible Senior Notes issued by its subsidiary, DISH Network Corporation. The exchange offers include (i) all 0% Convertible Notes due 2025 (the “DISH Network 2025 Notes”) and (ii) all 3.375% Convertible Notes due 2026 (the “DISH Network 2026 Notes”). In exchange, holders can receive either 6.75% Senior Secured Notes due 2030 or 3.875% Convertible Secured Notes due 2030, known collectively as the “EchoStar Notes.”
As part of this process, EchoStar has secured commitments from holders representing over 90% of the outstanding principal amount of the Existing DISH Notes, who have agreed to participate in the exchange offers. This collaboration is outlined in a Transaction Support Agreement with eligible holders, which will satisfy the Minimum Tender Condition for the exchange offers.
The EchoStar Notes will be guaranteed by certain subsidiaries of EchoStar, secured by a first-priority lien on licenses and spectrum assets, and will not have recourse to other subsidiary assets.
Concurrently, EchoStar is soliciting consents from holders of the Existing DISH Notes to amend the terms governing those notes, including eliminating specific events of default and restrictive covenants.
The exchange offers and consent solicitations will expire at 11:59 p.m. New York City time on November 7, 2024. To qualify for the exchange consideration, holders must validly tender their Existing DISH Notes and deliver their consents by the expiration date.
D.F. King & Co., Inc. serves as the exchange and information agent for the offers. This announcement does not constitute an offer to sell or exchange any securities in jurisdictions where such offers would be illegal without proper registration.
Where to Find Additional Information
For further details on the terms and conditions of the exchange offers and consent solicitations, including information about the EchoStar Notes and the key differences between the EchoStar Notes and the Existing DISH Notes, please refer to the registration statement filed with the SEC, which is not yet effective, and the tender offer statement on Schedule TO. The securities discussed in the registration statement cannot be issued or sold until it becomes effective. All investors holding Existing DISH Notes are strongly encouraged to review the registration statement, tender offer statement, and any related documents filed by EchoStar with the SEC, as they contain important information about the issuer and the offering.
The registration statement, tender offer statement, and other related documents will be available for free on the SEC’s website at www.sec.gov. Additionally, these documents can be requested at no cost by calling EchoStar at (303) 706-4000 or by sending a written request to EchoStar Corporation, Attention: Investor Relations, 100 Inverness Terrace East, Englewood, Colorado 80112. More information can also be found on EchoStar’s website at www.echostar.com.
Holders can obtain copies of the offering materials by contacting D.F. King & Co., Inc. via email at [email protected] or by calling (866) 340-7108 (U.S. toll-free) or (212) 269-5550 (for banks and brokers).
Forward-Looking Statements
This document includes “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. These statements address plans, objectives, strategies, growth opportunities, and expectations regarding future results, financial condition, and other trends. Forward-looking statements may use terms like “anticipate,” “intend,” “plan,” “expect,” and similar phrases.
Such statements reflect management’s current views and are based on available information as of the date of this document. However, they are not guarantees of future performance and involve risks, uncertainties, and factors that may be beyond our control. Actual results may differ materially from those expressed in the forward-looking statements due to various factors. More details on these risk factors can be found in the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other SEC filings of EchoStar and DISH Network. All cautionary statements apply to forward-looking statements made in this document.
The forward-looking statements are valid only as of their respective dates, and EchoStar disclaims any obligation to publicly update them, except as required by law. If any risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results and plans may differ significantly from those projected in the forward-looking statements.
