EchoStar Corporation (by DISH DBS Issuer LLC) - Exchange Offer & Consent Solicitations - Termination

EchoStar Corporation Announces Termination of Exchange Offers and Consent Solicitations by DISH DBS Issuer LLC for Certain Existing Senior Notes Issued by DISH DBS Corporation

29 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Echostar Corporation

"ENGLEWOOD, Colo., Jan. 29, 2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq: SATS) ("EchoStar") today announced that its subsidiary DISH DBS Issuer LLC ("DBS Issuer") has elected in its sole discretion to terminate the offers (the "Exchange Offers") to exchange certain existing senior notes issued by DISH DBS Corporation (the "Existing DBS Notes") in the amounts and subject to the terms, in each case, described in the exchange offer memorandum and consent solicitation statement, dated January 16, 2024 (the "Exchange Offer Memorandum") into new senior secured notes issued by DBS Issuer described in the Exchange Offer Memorandum. DBS Issuer has also elected in its sole discretion to terminate its solicitation of consents (the "Consent Solicitations") from holders of each series of the Existing DBS Notes to amend the terms of the applicable indentures governing such Existing DBS Notes upon the terms described in the Exchange Offer Memorandum.

Since the Exchange Offers have been terminated, the exchange consideration will not be paid or become payable to holders of the Existing DBS Notes who have validly tendered their Existing DBS Notes for exchange in connection with the Exchange Offers, and the Existing DBS Notes tendered for exchange pursuant to the Exchange Offers will be promptly returned to the tendering holders.

The termination of the Exchange Offers has no effect on the previously announced exchange offers by EchoStar in respect of DISH Network Corporation's outstanding 0% Convertible Notes due 2025 and 3.375% Convertible Notes due 2026."

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EchoStar Corporation Announces Exchange Offers and Consent Solicitations by DISH DBS Issuer LLC for Certain Existing Senior Notes Issued by DISH DBS Corporation

16 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Echostar Corporation

"ENGLEWOOD, Colo., Jan. 16, 2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq: SATS) ("EchoStar") today announced that its newly formed subsidiary DISH DBS Issuer LLC ("DBS Issuer") (also known as DBS Subscriber Subsidiary) has commenced offers (the "Exchange Offers") to Eligible Holders (as defined below) to exchange (x) up to $1,000,000,000 aggregate principal amount of the 5.875% Senior Notes due 2024 (the "DBS 2024 Notes") issued by DISH DBS Corporation ("DBS"), a subsidiary of EchoStar, for Series 2024-1 Class A-1 10.00% Senior Secured Notes due 2030 (the "DBS Issuer Class A-1 Notes") and (y) up to an aggregate principal amount described below of (i) the 7.75% Senior Notes due 2026 issued by DBS (the "DBS 2026 Notes"), (ii) the 7.375% Senior Notes due 2028 (the "DBS 2028 Notes") and (iii) the 5.125% Senior Notes due 2029 (the "DBS 2029 Notes," and together with the DBS 2024 Notes, the DBS 2026 Notes and the DBS 2028 Notes, the "Existing DBS Notes"), each for 2024-1 Class A-2 10.00% Senior Secured Notes due 2034 (the "DBS Issuer Class A-2 Notes" and, together with DBS Issuer Class A-1 Notes, the "DBS Issuer Notes"). The DBS Issuer Notes are to be issued by DBS Issuer, in each case, pursuant to the terms described in an exchange offer memorandum and consent solicitation statement, dated January 16, 2024 (the "Exchange Offer Memorandum"). The DBS Issuer Notes will be secured by the assets of DBS Issuer, which include approximately 3.0 million DISH TV subscribers. 

The maximum aggregate principal amount of DBS Issuer Notes that will be issued to eligible holders of Existing DBS Notes pursuant to the Exchange Offers is $3,000,000,000, subject to adjustment as described below:

(1)     no more than $1,000,000,000 aggregate principal amount of the DBS 2024 Notes (the "2024 Notes Tender Cap"); and

(2)     the maximum aggregate principal amount of (i) DBS Issuer Class A-1 Notes that will be issued is $1,000,000,000 (the "Maximum Offered Class A-1 Notes Amount") and (ii) DBS Issuer Class A-2 Notes that will be issued is $3,000,000,000 less the aggregate principal amount of any DBS Issuer Class A-1 Notes issued (the "Maximum Offered Class A-2 Notes Amount").

DBS Issuer reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the 2024 Notes Tender Cap, the Maximum Offered Class A-1 Notes Amount, the Maximum Offered Class A-2 Notes Amount and/or the Maximum Offered Notes Amount, but there can be no assurance that DBS Issuer will do so. This could result in DBS Issuer purchasing a greater or lesser aggregate principal amount of Existing DBS Notes in the Offers and issuing a greater or lesser aggregate principal amount of DBS Issuer Notes.

Existing DBS Notes accepted for exchange into DBS Issuer Class A-2 Notes on any settlement date will be accepted in accordance with the priority levels (the "Acceptance Priority Levels") set forth below (with "1" being the highest Acceptance Priority Level and "3" being the lowest Acceptance Priority Level). Only the Existing DBS Notes being exchanged for DBS Issuer Class A-2 Notes will be subject to the Acceptance Priority Levels.

The following table describes certain terms of the exchange offers:"

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