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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/01/20 DISH Network Corp 8-K:1,2,9 7/01/20 13:1.3M Toppan Merrill/FA Dish DBS Corp |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 51K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 486K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 96K 9: R1 Cover HTML 55K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2023759-1_8k_htm XML 23K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- dish-20200701_def XML 73K 6: EX-101.LAB XBRL Labels -- dish-20200701_lab XML 102K 7: EX-101.PRE XBRL Presentations -- dish-20200701_pre XML 70K 4: EX-101.SCH XBRL Schema -- dish-20200701 XSD 14K 12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 13: ZIP XBRL Zipped Folder -- 0001104659-20-079790-xbrl Zip 139K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 July 1, 2020
(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 (IRS Employer Identification No.) |
| i 9601 South Meridian Boulevard i Englewood, i Colorado (Address of principal executive offices) |
i 80112 (Zip Code) |
( i 303) i 723-1000
(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 | ||
| i Class A common stock, $0.01 par value | i DISH | i The Nasdaq Stock Market L.L.C. |
(Exact name of registrant as specified in its charter)
i Colorado (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
i 9601 South Meridian Boulevard (Address of principal executive offices) |
(Zip Code) |
(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:
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).
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. ¨
C:
Item 1.01 Entry into a Material Definitive Agreement.
On July 1, 2020, DISH DBS Corporation (the “Company”), an indirect wholly-owned subsidiary of DISH Network Corporation, entered into an indenture (the “Indenture”), among the Company, the guarantors named on the signature page thereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Company’s issuance of $1 billion aggregate principal amount of its 7.375% Senior Notes due 2028 (the “Notes”) at an issue price of 100% of the principal amount of the Notes. A copy of the Indenture is attached hereto as Exhibit 4.1, and incorporated herein by reference. For a description of the material terms of the Indenture and the Notes, see the information set forth below under Item 2.03, which is incorporated by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 1, 2020, the Company issued $1 billion aggregate principal amount of the Notes pursuant to the Indenture at an issue price of 100% of the principal amount of the Notes. The Notes were sold in a private placement to (1) persons reasonably believed to be “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (2) outside the United States to persons who are not “U.S. persons” (as defined in Rule 902 of Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act.
The Notes bear interest at a rate of 7.375% per annum and mature on July 1, 2028. Interest on the Notes will be payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2021, to the holders of record of such Notes at the close of business on December 15 and June 15, respectively, preceding such interest payment date. The Indenture contains covenants that will limit the Company’s ability and, in certain instances, the ability of certain of the Company’s subsidiaries, to, among other things: (i) incur additional debt; (ii) pay dividends or make distributions on the Company’s capital stock or repurchase the Company’s capital stock; (iii) make certain investments; (iv) create liens or enter into sale and leaseback transactions; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets. These covenants include certain exceptions.
The Company may, at its option, at any time and from time to time prior to July 1, 2023, redeem all or any portion of the Notes on not less than 10 and not more than 60 days’ prior notice mailed to the holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal amount of the Notes being redeemed, together with accrued and unpaid interest, if any, to the date of redemption and a “make-whole” premium calculated under the Indenture. At any time prior to July 1, 2023, the Company may also redeem up to 35% of the Notes at a purchase price equal to 107.375% of the principal amount of the Notes redeemed, together with accrued and unpaid interest, if any, to the date of redemption with the net cash proceeds from certain equity offerings or capital contributions. On or after July 1, 2023, the Company may redeem the Notes at the fixed redemption prices (expressed as percentages of the principal amount of Notes to be redeemed) set forth in the Indenture, together with accrued and unpaid interest, if any, to the date of redemption.
The Indenture provides for customary events of default, including: nonpayment, breach of the covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If any event of default occurs and is continuing under the Indenture, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes issued pursuant to the Indenture may declare all the Notes issued pursuant to the Indenture to be due and payable immediately, together with interest, if any, accrued thereon.
Under the terms of a Registration Rights Agreement, the Company has agreed to register notes having substantially identical terms as the Notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the Notes.
The description set forth above is qualified in its entirety by the Indenture and the Registration Rights Agreement filed herewith as exhibits.
A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2 and incorporated herein by reference.
C:
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| Exhibit 4.1 | Indenture, relating to the Notes, dated as of July 1, 2020, among the Company, the Guarantors and U.S. Bank National Association, as trustee. | |
| Exhibit 4.2 | Registration Rights Agreement, dated as of July 1, 2020, among the Company, the Guarantors and J.P. Morgan Securities LLC. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
C:
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.
| DISH NETWORK CORPORATION | |
| DISH DBS CORPORATION |
| Date: July 1, 2020 | By: | /s/ Timothy A. Messner |
| Timothy A. Messner | ||
| Executive Vice President and General Counsel |
C:
| Co-Registrant CIK | 0001042642 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2020-07-01 |
| 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 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/1/28 | ||||
| 7/1/23 | ||||
| 1/1/21 | ||||
| Filed on / For Period end: | 7/1/20 | 4, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Dish DBS Corp. 10-K 12/31/23 105:15M Toppan Merrill Bridge/FA 3/29/24 DISH Network Corp. 10-K 12/31/23 109:25M Toppan Merrill Bridge/FA 2/29/24 EchoStar Corp. 10-K 12/31/23 136:29M Toppan Merrill Bridge/FA 3/16/23 Dish DBS Corp. 10-K 12/31/22 101:16M Toppan Merrill Bridge/FA 2/23/23 DISH Network Corp. 10-K 12/31/22 115:26M Toppan Merrill Bridge/FA 3/11/22 Dish DBS Corp. 10-K 12/31/21 100:16M Toppan Merrill Bridge/FA 2/24/22 DISH Network Corp. 10-K 12/31/21 117:26M Toppan Merrill Bridge/FA 7/23/21 Dish DBS Corp. S-4/A 3:3.6M Toppan Merrill/FA 7/02/21 Dish DBS Corp. S-4/A 3:3.6M Toppan Merrill/FA 6/15/21 Dish DBS Corp. S-4 163:27M Toppan Merrill/FA 3/24/21 Dish DBS Corp. 10-K 12/31/20 101:17M Toppan Merrill Bridge/FA 2/22/21 DISH Network Corp. 10-K 12/31/20 121:27M Toppan Merrill Bridge/FA 8/31/20 Dish DBS Corp. 424B3 1:4.1M Toppan Merrill/FA 8/19/20 Dish DBS Corp. S-4 164:27M Toppan Merrill/FA |