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): September 23, 2024
ECHOSTAR CORPORATION
(Exact name of registrant as specified in its charter)
001-33807
(Commission File Number)
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Nevada | | 26-1232727 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, $0.001 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)
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Nevada | | 88-0336997 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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)
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Colorado | | 84-1328967 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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. ☐
Item 8.01. Other.
EchoStar Corporation (the “Company”) engaged in negotiations with certain holders of various senior debt securities (the “DDBS Notes”) issued by DISH DBS Corporation (“DDBS”) that are members of an ad hoc group of holders of DDBS securities represented by Milbank LLP (the “Milbank AHG”). Such negotiations concerned a potential transaction involving (i) an exchange of certain DDBS Notes for new secured notes with an extended maturity date, at an exchange ratio reflecting discounts to the face amount of the DDBS Notes and premia to market prices for the DDBS Notes and (ii) certain holders of DDBS Notes, including members of the Milbank AHG, lending new money to the Company. Such negotiations concluded, and the Company and members of the Milbank AHG did not reach an agreement with respect to a transaction.
The Company remains engaged with various other parties regarding possible financing transactions.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. Such statements include, in particular, statements about potential financing transactions. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond the Company’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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”), and under the section entitled “Risk Factors” of DISH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC. The Company undertakes 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ECHOSTAR CORPORATION | ||
Date: September 23, 2024 | By: | /s/ Dean A. Manson | |
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| Dean A. Manson Chief Legal Officer and Secretary | |
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