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DISH Network Corp. – ‘8-K’ for 10/2/23

On:  Tuesday, 10/3/23, at 8:42am ET   ·   For:  10/2/23   ·   Accession #:  1104659-23-106153   ·   File #:  1-39144

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/03/23  DISH Network Corp.                8-K:1,5,8,910/02/23   12:1.1M                                   Toppan Merrill/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     61K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    650K 
                Liquidation or Succession                                        
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 7: R1          Cover                                               HTML     46K 
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 9: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 5: EX-101.LAB  XBRL Labels -- dish-20231002_lab                     XML     96K 
 6: EX-101.PRE  XBRL Presentations -- dish-20231002_pre              XML     64K 
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11: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
12: ZIP         XBRL Zipped Folder -- 0001104659-23-106153-xbrl      Zip    184K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

 

 

FORM  i 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):   i October 2, 2023

 

 i DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

 

 i Nevada
(State or other jurisdiction of
incorporation)
   i 001-39144
(Commission
File Number)
   i 88-0336997
(I.R.S Employer
Identification Number)

 

 i 9601 South Meridian Boulevard,  i Englewood,  i Colorado  i 80112

(Address of principal executive offices) (Zip Code)

 

( i 303)  i 723-1000
(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report) 

 

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:

 

 i x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
 i Class A Common Stock, $0.01 par value    i DISH    i The NASDAQ Stock Market L.L.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  i ¨

 

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. ¨

 

 

 

 

 

 

Item 1.01          Entry into a Material Definitive Agreement.

 

As previously disclosed, on August 8, 2023, DISH Network Corporation, a Nevada corporation (“DISH”), entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with EchoStar Corporation, a Nevada corporation (“EchoStar”), and Eagle Sub Corp, a Nevada corporation and a wholly owned subsidiary of DISH (“Eagle Sub”), providing for the merger of Eagle Sub with and into EchoStar, with EchoStar surviving the merger as a wholly owned subsidiary of DISH. On October 2, 2023, DISH entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”) with EchoStar and EAV Corp., a Nevada corporation and a wholly owned subsidiary of EchoStar (“Merger Sub”). The board of directors of DISH (the “DISH Board”), acting upon the unanimous recommendation of a special transaction committee of independent directors of the DISH Board, has unanimously approved, adopted and declared advisable the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement. The Amended Merger Agreement revises the structure of the merger of DISH and EchoStar. The Amended Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into DISH (the “Merger”), with DISH surviving the Merger as a wholly owned subsidiary of EchoStar. The expected proportional ownership of existing EchoStar stockholders and DISH stockholders in the combined company upon the consummation of the Merger remains the same as the expected proportional ownership contemplated by the Original Merger Agreement.

 

The determination to revise the structure was made in part to increase the financial and operational flexibility of the combined company. Among other things, the revised structure is expected to enhance shareholder value by enabling more efficient capital allocation and better facilitating potential future strategic transactions.

 

Merger Consideration

 

On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of DISH Class A Common Stock, par value $0.01 per share (“DISH Class A Common Stock”) and DISH Class C Common Stock, par value $0.01 per share (“DISH Class C Common Stock”), outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A Common Stock, par value $0.001 per share (“EchoStar Class A Common Stock”), equal to 0.350877 (the “Exchange Ratio”). On the terms and subject to the conditions set forth in the Amended Merger Agreement, at the Effective Time, each share of DISH Class B Common Stock, par value $0.01 per share (“DISH Class B Common Stock”), outstanding immediately prior to the Effective Time will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B Common Stock, par value $0.001 per share (the “EchoStar Class B Common Stock” and, together with the EchoStar Class A Common Stock, the “EchoStar Common Stock”), equal to the Exchange Ratio. Any shares of DISH Class A Common Stock, DISH Class B Common Stock and DISH Class C Common Stock (collectively, “DISH Common Stock”) that are held in DISH’s treasury or held directly by EchoStar or Merger Sub immediately prior to the Effective Time will be cancelled and cease to exist and no consideration shall be paid or payable in respect thereof. The Ergen Stockholders (as defined below) have agreed, pursuant to the Amended Support Agreement (as defined below), to not vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them, other than with respect of any matter presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger. The EchoStar Common Stock to be issued to the Ergen DISH Stockholders (as defined below) as part of the Merger consideration will be issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the Amended Support Agreement, EchoStar and the Ergen Stockholders will enter into a registration rights agreement reasonably acceptable to the parties prior to the closing of the Merger providing for the registration of such stockholders’ shares of EchoStar Class A Common Stock or EchoStar Class B Common Stock received as part of the Merger consideration and/or shares of EchoStar Class B Common Stock held by such stockholders immediately prior to the closing of the Merger, upon request of the Ergen Stockholders at EchoStar’s sole cost and expense.

 

 

 

 

On the terms and subject to the conditions set forth in the Amended Merger Agreement, prior to or at the Effective Time, DISH and EchoStar will cooperate and take all actions required to amend the terms and conditions of the DISH Convertible Notes and the DISH Hedging Instruments (each, as defined in the Amended Merger Agreement) to cause each DISH Convertible Note that is issued and outstanding immediately prior to the Effective Time to remain issued and outstanding but to represent a right, on substantially the same terms and conditions as applied to the corresponding DISH Convertible Note immediately prior to the Effective Time, to convert into shares of EchoStar Class A Common Stock, at a conversion rate equal to the product of (A) the conversion rate underlying each such right to convert into shares of DISH Class A Common Stock immediately prior to the Effective Time and (B) the Exchange Ratio. On the terms and subject to the conditions set forth in the Amended Merger Agreement, prior to or at the Effective Time, DISH and EchoStar will cooperate and take all actions required to amend the terms and conditions of the DISH Warrants (as defined in the Amended Merger Agreement) to cause each DISH Warrant that is issued and unexercised immediately prior to the Effective Time to remain issued and unexercised but to be converted into a right, on substantially the same terms and conditions as applied to the corresponding DISH Warrant immediately prior to the Effective Time, to acquire shares of EchoStar Class A Common Stock. The number of shares of EchoStar Class A Common Stock subject to each such DISH Warrant will be equal to the product of (A) the number of shares of DISH Class A Common Stock subject to the corresponding DISH Warrant immediately prior to the Effective Time and (B) the Exchange Ratio, and the per share exercise price for the shares of EchoStar Class A Common Stock issuable upon exercise of each such DISH Warrant will be determined by dividing (A) the per share exercise price for the shares of DISH Class A Common Stock otherwise purchasable pursuant to the corresponding DISH Warrant immediately prior to the Effective Time by (B) the Exchange Ratio, subject, in each case, to any adjustments to the terms of the DISH Warrants required or permitted pursuant to the terms of the DISH Warrant Agreements (as defined in the Amended Merger Agreement).

 

Conditions to Closing

 

The respective obligations of DISH and EchoStar to consummate the transactions contemplated by the Amended Merger Agreement are subject to the satisfaction or waiver of a number of conditions, including: (a) the adoption and approval of the Amended Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of DISH Common Stock entitled to vote thereon, which condition was satisfied following the execution and delivery of the Amended Merger Agreement through the execution and delivery of a written consent by the Ergen DISH Stockholders (the “Ergen DISH Written Consent”); (b) the affirmative vote of a majority of the votes cast by the holders of EchoStar Common Stock entitled to vote thereon with respect to the issuance of shares of EchoStar Common Stock in connection with the Merger, which condition was satisfied following the execution and delivery of the Amended Merger Agreement through the execution and delivery of a written consent by the Ergen EchoStar Stockholders (as defined below) (the “Ergen EchoStar Written Consent”); (c) the effectiveness of a registration statement on Form S-4 to register the issuance of EchoStar Class A Common Stock in connection with the Merger; (d) the expiration of a 20-day period (or such longer period as required by the applicable U.S. Securities and Exchange Commission (“SEC”) rules and regulations) following the mailing of a joint information statement/prospectus to DISH’s and EchoStar’s stockholders; (e) no statute, rule or regulation that makes illegal the consummation of the Merger having been enacted, issued, enforced, promulgated or enacted and remaining in effect, and no order or injunction of a court of competent jurisdiction being in effect that prohibits the consummation of the Merger; (f) the notification requirement under Section XVI of the Final Judgment in U.S. and Plaintiff States v. Deutsche Telekom AG, et al. of April 1, 2020 (Case No. 1:19-cv-02232-TJK) having been satisfied; (g) the receipt of specified approvals required under domestic satellite and communication laws and regulations; (h) the shares of EchoStar Class A Common Stock to be issued pursuant to the Merger being approved for listing on the Nasdaq Global Select Market; (i) accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Amended Merger Agreement; (j) compliance with the other party’s obligations under the Amended Merger Agreement in all material respects; and (k) the absence of a material adverse effect on the other party since the date of the Amended Merger Agreement.

 

Termination

 

Either DISH or EchoStar may terminate the Amended Merger Agreement under certain circumstances, including if: (a) the Merger is not completed by April 2, 2024, which will automatically be extended for an additional three-month period in the event that the required satellite and communications approvals have not been obtained or a legal restraint (solely in respect of any antitrust law or satellite and communications law) is in effect; (b) a governmental entity of competent jurisdiction issues a final, non-appealable order or takes any other action that makes the Merger illegal or otherwise prohibited; (c) the other party has not provided the Ergen EchoStar Written Consent or Ergen DISH Written Consent, as applicable, by 11:59 p.m. New York City Time, one day after the date of the Amended Merger Agreement (provided, that this termination right is no longer available, as each of the Ergen EchoStar Written Consent and Ergen DISH Written Consent were delivered following entry into the Amended Merger Agreement); or (d) the other party breaches its representations, warranties or covenants in the Amended Merger Agreement in a way that would cause certain closing conditions not to be satisfied, subject to the right of the breaching party to cure the breach within 30 days.

 

 

 

 

Post-Closing Board of Directors

 

At the Effective Time, the board of directors of EchoStar (the “EchoStar Board”) will consist of eleven (11) directors, comprised of (i) seven (7) individuals who were members of the DISH Board as of immediately prior to the Effective Time, (ii) three (3) individuals who were independent directors on the EchoStar Board as of immediately prior to the Effective Time and (iii) the President and Chief Executive Officer of EchoStar. DISH and EchoStar will consult with each other in connection with selecting the independent directors of the existing EchoStar Board who will continue to serve on the EchoStar Board from and after the Effective Time.

 

Representations and Warranties; Covenants

 

The Amended Merger Agreement contains customary representations and warranties given by DISH and EchoStar for a transaction of this nature.  The Amended Merger Agreement also contains customary pre-closing covenants, including covenants by each of the parties relating to conduct of their respective businesses prior to the closing of the Merger.  In addition, the parties have agreed to use their respective reasonable best efforts to take all actions necessary, proper or advisable to complete the Merger and the other transactions contemplated by the Amended Merger Agreement as soon as reasonably practicable, including obtaining all regulatory approvals necessary to complete the Merger.

 

The Amended Merger Agreement also provides that each of DISH and EchoStar is prohibited from soliciting alternative acquisition proposals from third parties, providing information to third parties and engaging in discussions with third parties regarding alternative acquisition proposals. DISH’s restrictions with respect to alternative acquisition proposals only apply with respect to transactions which would reasonably be expected to prevent or materially delay closing of the transactions contemplated by the Amended Merger Agreement or would otherwise be prohibited by the pre-closing covenants applicable to DISH.

 

Additional Information

 

The foregoing description of the Merger and the Amended Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.  A copy of the Amended Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any factual information about DISH or EchoStar.

 

The Amended Merger Agreement contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of the dates specified therein.  The representations and warranties in the Amended Merger Agreement reflect negotiations between the parties to the Amended Merger Agreement. Such representations and warranties are not intended as statements of fact to be relied upon by DISH’s stockholders or EchoStar’s stockholders.  In particular, the representations, warranties, covenants and agreements in the Amended Merger Agreement may be subject to limitations agreed by the parties, including modifications or qualifications in certain confidential disclosures that were made between the parties in connection with the negotiation of the Amended Merger Agreement.  In addition, the parties may apply standards of materiality in a way that is different from what investors may view as material.  As such, the representations and warranties in the Amended Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time and investors should not rely on them as statements of fact.  Moreover, publicly available information relating to the subject matter of such representations and warranties may change after the date of the Amended Merger Agreement, and unless required by applicable law, DISH undertakes no obligation to update such information.

 

 

 

 

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As previously disclosed, in connection with DISH’s entry into the Initial Merger Agreement, the DISH Board had approved the appointment of Mr. Hamid Akhavan as President and Chief Executive Officer of DISH and a member of the DISH Board, effective as of the date on which the Effective Time occurs, and the DISH Board and its Compensation Committee had approved the terms of a letter agreement between DISH and Mr. Akhavan (the “Initial Akhavan Letter Agreement”) setting forth the terms of his anticipated employment with DISH. The Initial Akhavan Letter Agreement has been superseded in its entirety by the letter agreement entered into between EchoStar and Mr. Akhavan in connection with the Amended Merger Agreement, which is in substantially the same form as the Initial Akhavan Letter Agreement with appropriate adjustments to reflect the change in transaction structure contemplated by the Amended Merger Agreement.

 

As previously disclosed, in connection with DISH’s entry into the Initial Merger Agreement, the DISH Board and its Compensation Committee approved for Mr. John W. Swieringa, DISH’s President, Technology and Chief Operating Officer, effective as of the Effective Time, an annual base salary and a grant of DISH stock options and DISH restricted stock units (the “Initial Swieringa Compensation Terms”). The Initial Swieringa Compensation Terms were reflected in a letter agreement between DISH and Mr. Swieringa, which has been superseded in its entirety by letter agreements entered into between Mr. Swieringa and each of DISH and EchoStar, with substantially the same compensation terms as the Initial Swieringa Compensation Terms with appropriate adjustments to reflect the change in transaction structure contemplated by the Amended Merger Agreement.

 

Item 8.01          Other Events.

 

Support Agreement

 

Concurrently with the entry into the Amended Merger Agreement, Charles W. Ergen, Cantey M. Ergen, Ergen Two-Year March 2022 SATS GRAT, Ergen Two-Year June 2022 SATS GRAT, Ergen Two-Year December 2022 SATS GRAT, Ergen Two-Year June 2023 SATS GRAT and Telluray Holdings, LLC (the “Ergen EchoStar Stockholders”), Charles W. Ergen, Cantey M. Ergen, Ergen Two-Year December 2021 DISH GRAT, Ergen Two-Year December 2022 DISH GRAT, Ergen Two-Year May 2023 DISH GRAT, Ergen Two-Year June 2023 DISH GRAT and Telluray Holdings, LLC (the “Ergen DISH Stockholders” and together with the Ergen EchoStar Stockholders, the “Ergen Stockholders”), DISH and EchoStar entered into an amended and restated support agreement (the “Amended Support Agreement”), which amends and restates the Support Agreement, dated as of August 8, 2023, entered into among the Ergen Stockholders, DISH and EchoStar in connection with the Original Merger Agreement. Pursuant to the Amended Support Agreement, the Ergen Stockholders have agreed, among other things: (a) not to transfer shares of DISH Common Stock or EchoStar Common Stock prior to the earlier of the Effective Time and the termination of the Amended Merger Agreement in accordance with the terms thereof, subject to certain limited exceptions; (b) to comply with certain obligations of the parties contained in the Amended Merger Agreement; and (c) to not vote, or cause or direct to be voted, the shares of EchoStar Class A Common Stock owned by them as of the closing of the Merger, other than with respect of any matter on presented to the holders of EchoStar Class A Common Stock on which holders of EchoStar Class B Common Stock are not entitled to vote, for three years following the closing of the Merger. Such provision is conditioned on the consummation of the Merger and will not apply to shares acquired following the closing of the Merger, including on account of any conversion of EchoStar Class B Common Stock or any stock split, dividend or similar transaction.

 

The foregoing description of the Amended Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

 

 

 

Item 9.01          Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit
No.
  Description of Exhibit
2.1   Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023, by and among DISH, EchoStar and Merger Sub.*
     
10.1   Amended and Restated Support Agreement, dated as of October 2, 2023, by and among DISH, EchoStar and the Ergen Stockholders.*
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*  Schedules, annexes and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.  DISH hereby undertakes to furnish supplemental copies of any of the omitted schedules, annexes and/or exhibits upon request by the SEC; provided, that DISH may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for any schedules so furnished.

 

*          *          *

 

Forward-Looking Statements

 

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond DISH’s and EchoStar’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include the factors discussed under the section entitled “Risk Factors” of DISH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC, and under the section entitled “Risk Factors” of EchoStar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC. DISH and EchoStar undertake no obligation to update or supplement any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. These factors include, without limitation: the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended Merger Agreement between DISH and EchoStar; the effect of the announcement of the proposed transaction on the ability of DISH and EchoStar to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction; DISH’s and EchoStar’s ability to achieve the anticipated benefits from the proposed transaction; other risks related to the completion of the proposed transaction and actions related thereto; risk factors related to the current economic and business environment; significant transaction costs and/or unknown liabilities; risk factors related to pandemics or other health crises; risk factors related to funding strategies and capital structure; and risk factors related to the market price for DISH’s and EchoStar’s respective common stock.

 

These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 that will include as a prospectus a joint information statement of the type contemplated by Rule 14c-2 of the Exchange Act and be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and the joint information statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to DISH’s and EchoStar’s respective periodic reports and other filings with the SEC, including the risk factors identified in each of DISH’s and EchoStar’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this communication are made only as of the date hereof. Neither DISH nor EchoStar undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

 

 

 

 

No Offer or Solicitation

 

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Additional Information about the Transaction and Where to Find It

 

In connection with the proposed transaction, DISH and EchoStar intend to prepare a joint information statement for their respective stockholders containing the information with respect to the proposed transaction contemplated by Rule 14c-2 of the Exchange Act and describing the proposed transaction. EchoStar intends to file with the SEC a registration statement on Form S-4 that will include the joint information statement. Each of DISH and EchoStar may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the registration statement, the joint information statement or any other document that DISH or EchoStar may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT INFORMATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and the joint information statement (if and when available) and other documents containing important information about DISH, EchoStar and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by DISH will be available free of charge on its website at https://ir.dish.com/. Copies of the documents filed with the SEC by EchoStar will be available free of charge on its website at https://ir.echostar.com/.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DISH NETWORK CORPORATION
  (Registrant)
     
October 3, 2023 By: /s/ Timothy A. Messner 
    Timothy A. Messner
    Executive Vice President, General Counsel and Corporate Secretary

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/2/24
Filed on:10/3/23
For Period end:10/2/238-K
8/8/2310-Q,  425,  8-K,  SC 13D/A
12/31/2210-K,  ARS,  SD
4/1/204
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/02/24  DISH Network Corp.                8-K:1,2,3,512/29/23   18:667K                                   Toppan Merrill/FA
11/07/23  DISH Network Corp.                DEFM14C                1:3.4M                                   Toppan Merrill/FA
11/07/23  EchoStar Corp.                    424B3                  1:3.3M                                   Toppan Merrill/FA
11/06/23  DISH Network Corp.                10-Q        9/30/23   77:16M                                    Toppan Merrill Bridge/FA
11/06/23  EchoStar Corp.                    S-4/A                 18:4.2M                                   Toppan Merrill/FA
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