EXHIBIT 99.3
NOTICE TO BROKERS-DEALERS
HUGHES NETWORK SYSTEMS, LLC
and
HNS FINANCE CORP.
Offer to Exchange up to $450,000,000 Aggregate Principal Amount of their
9 1/2% Senior Notes Due 2014 which have been registered under the Securities Act of 1933, as amended,
For Any and All of their Outstanding
9 1/2% Senior Notes Due 2014
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2006, UNLESS EXTENDED.
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Hughes Network Systems, LLC and HNS Finance Corp. (the “Issuers”) are offering, upon the terms and subject to the conditions set forth in the Prospectus dated , 2006 (the “Prospectus”) and the accompanying Letter of Transmittal enclosed herewith (which together constitute the “Exchange Offer”), to exchange their 9 1/2% Senior Notes Due 2014 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal aggregate principal amount of their outstanding 9 1/2% Senior Notes Due 2014 (the “Old Notes”). As set forth in the Prospectus, the terms of the Exchange Notes are identical in all material respects to the Old Notes, except that the Exchange Notes have been registered under the Securities Act, and therefore will not bear legends restricting their transfer and will not contain certain provisions providing for the payment of additional interest to the holders of the Old Notes under certain circumstances relating to the Registration Rights Agreement, dated as of April 13, 2006, among the Issuers and the initial purchasers of the Old Notes (the “Registration Rights Agreement”).
THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE “THE EXCHANGE OFFER—CERTAIN CONDITIONS TO THIS EXCHANGE OFFER” IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your clients are copies of the following documents:
1. The Prospectus, dated , 2006;
2. The Letter of Transmittal for your use (unless Old Notes are tendered by an Agent’s Message) and for the information of your clients (facsimile copies of the Letter of Transmittal may be used to tender Old Notes);
3. A form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;
4. A Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to Wells Fargo Bank, N.A., the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2006, UNLESS EXTENDED. PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE AS QUICKLY AS POSSIBLE.
In all cases, exchanges of Old Notes accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Notes, or confirmation of book entry transfer of such Old Notes, as the case may be, (b) the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, or an Agent’s Message and (c) any other required documents.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes, the Letter of Transmittal or an Agent’s Message and in either case together with any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
The Issuers will not pay any fees or commissions to brokers, dealers or other persons for soliciting exchanges of Notes pursuant to the Exchange Offer. The Issuers will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. The Issuers will pay or cause to be paid any transfer taxes payable on the transfer of Notes to them except as otherwise provided in Instruction of the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent by telephone at (800) 344-5128 or by facsimile (for eligible institutions only) at (612) 667-6282.
Very truly yours,
HUGHES NETWORK SYSTEMS, LLC
HNS FINANCE CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS THE AGENT, OF THE ISSUERS OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THE ISSUERS IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the proper identification number to give:
| | | | | | |
For this type of account: | | Give the NAME
and
SOCIAL SECURITY
number of — — | | For this type
of account: | | Give the NAME
and
EMPLOYER
IDENTIFICATION
number of — — |
| | | |
1. Individual account | | The individual | | 6. A valid trust, estate, or pension trust | | Legal entity(4) |
| | | |
2. Two or more individuals corporation (joint account) | | The actual owner of the account or, if combined funds, the first individual on the account(1) | | 7. Corporation or LLC electing corporate status on Form 8832 | | The corporation |
| | | |
3. Custodian account of a minor (Uniform Gift to Minors Act) | | The minor(2) | | 8. Association, club, religious, charitable, educational, or other tax-exempt organization | | The organization |
| | | |
4. a. The usual revocable savings trust (grantor is also trustee) | | The grantor-trustee(1) | | 9. Partnership or multi-member LLC | | The partnership |
| | | |
b. The so-called trust account that is not a legal or valid trust under state law | | The actual owner(1) | | 10. A broker or registered nominee | | The broker or nominee |
| | | |
5. Sole proprietorship or single-owner LLC | | The owner(3) | | 11. Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments | | The public entity |
| (1) | List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished. |
| (2) | Circle the minor’s name and furnish the minor’s social security number. |
| (3) | You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or employment identification number. |
| (4) | List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title). |
| | |
| NOTE: | | If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. |
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
(Note: Section references are to the Internal Revenue Code.)
Part I. Taxpayer Identification Number (TIN)
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.
If you not have a TIN at the time that the you fill out the Substitute Form W-9 but you have applied for one or intend to apply for one soon, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Part II: Exemption from Backup Withholding:
PAYEES EXEMPT FROM BACKUP WITHHOLDING:
| | • | | An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2). |
| | • | | The United States or any agency or instrumentality thereof. |
| | • | | A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. |
| | • | | A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. |
| | • | | An international organization or any agency, or instrumentality thereof. |
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING:
| | • | | A foreign central bank of issue. |
| | • | | A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. |
| | • | | A futures commission merchant registered with the Commodity Futures Trading Commission. |
| | • | | A real estate investment trust. |
| | • | | An entity registered at all times during the tax year under the Investment Company Act of 1940. |
| | • | | A common trust fund operated by a bank under section 584(a). |
| | • | | A financial institution. |
| | • | | A middleman known in the investment community as a nominee or custodian. |
| | • | | A trust exempt from tax under section 664 or described in section 4947. |
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING INCLUDE THE FOLLOWING:
| | • | | Payments to nonresident aliens subject to withholding under section 1441. |
| | • | | Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner. |
| | • | | Payments made by certain foreign organizations. |
| | • | | Payments of patronage dividends not paid in money. |
| | • | | Section 404(k) distributions made by an ESOP. |
PAYMENTS OF INTEREST NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING INCLUDE THE FOLLOWING:
| | • | | Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer. |
| | • | | Payments of tax-exempt interest (including exempt-interest dividends under section 852). |
| | • | | Payments described in section 6049(b)(5) to non-resident aliens. |
| | • | | Payments on tax-free covenant bonds under section 1451. |
| | • | | Payments made by certain foreign organizations. |
| | • | | Mortgage or student loan interest paid to you. |
Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX MARKED “EXEMPT” ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Part III. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1 and 4 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required).
Signature requirements.Complete the certification as indicated in 1 through 4 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983.You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions.You must sign the certification. You may cross out item 2 of the certification.
4. Other payments.You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. ”Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
Privacy Act Notice.
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.
