EchoStar Corporation (Nasdaq: SATS), a prominent global player in communication and content delivery, enriched by its merger with DISH Network Corporation (“DISH”), has officially announced the conclusion and cessation of its previously declared exchange offers. These offers involved the exchange of (i) all the 0% Convertible Notes due 2025 (referred to as the “DISH Network 2025 Notes”) issued by its subsidiary DISH, and (ii) all the 3.375% Convertible Notes due 2026 issued by DISH (known as the “DISH Network 2026 Notes,” collectively with the DISH Network 2025 Notes referred to as the “Existing Notes”). The exchange was for 10.00% Senior Secured Notes due 2030 to be issued by EchoStar Corporation, identified as the “EchoStar Notes.” Simultaneously, EchoStar disclosed the expiration of the associated consent solicitations, all in accordance with the terms outlined in a preliminary prospectus and consent solicitation statement dated January 12, 2024.
The success of each exchange offer and consent solicitation was contingent on various factors, including the valid tender of at least a majority of the outstanding principal amount of the relevant series of Existing Notes, meeting the “Minimum Tender Condition.” Unfortunately, as of the Expiration Date, set at 11:59 p.m., Eastern Time, on February 9, 2024, holders of the Existing Notes did not submit a sufficient quantity to satisfy the Minimum Tender Condition for either exchange offer. Consequently, EchoStar has officially terminated the exchange offers and consent solicitations post the Expiration Date.
Given the non-fulfillment of the Minimum Tender Condition by the Expiration Date, EchoStar will not be accepting any Existing Notes tendered for exchange. All Existing Notes tendered in response to the exchange offers will be promptly returned to their respective holders. Importantly, no consideration will be provided or become payable to those holders who tendered their Existing Notes in the exchange offers.
It’s crucial to note that this press release serves solely for informational purposes and does not constitute an offer to sell or a solicitation to buy any securities within the United States. Furthermore, it does not represent an offer, solicitation, or sale of any securities in any jurisdiction where such an offering or sale would be deemed unlawful.
