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EchoStar Corporation - Exchange Offer & Consent Solicitations - Expiration

EchoStar Corporation Announces Expiration of Exchange Offers and Consent Solicitations Relating to Existing Notes

12 FEBRUARY 2024


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


"ENGLEWOOD, Colo., Feb. 12, 2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq: SATS) ("EchoStar"), a global, fully integrated communication and content delivery leader and provider of technology, spectrum, engineering, manufacturing, networking services, television entertainment and connectivity bolstered by its merger with DISH Network Corporation ("DISH"), today announced the expiration and termination of its previously announced offers to exchange (i) any and all of the 0% Convertible Notes due 2025 (the "DISH Network 2025 Notes") issued by its subsidiary DISH and (ii) any and all of the 3.375% Convertible Notes due 2026 issued by DISH (the "DISH Network 2026 Notes," and together with the DISH Network 2025 Notes, the "Existing Notes"), each for 10.00% Senior Secured Notes due 2030 to be issued by EchoStar Corporation (the "EchoStar Notes") and the concurrent consent solicitations, in each case, pursuant to the terms described in a preliminary prospectus and consent solicitation statement, dated January 12, 2024.


Each exchange offer and consent solicitation was conditioned upon, among other things, at least a majority of the outstanding principal amount of the applicable series of Existing Notes being validly tendered and not properly withdrawn prior to the expiration of the applicable exchange offer (the "Minimum Tender Condition"). The exchange offers and consent solicitations expired immediately following 11:59 p.m., Eastern Time, on February 9, 2024 (the "Expiration Date"). As of the Expiration Date, holders of the Existing Notes had not tendered sufficient Existing Notes to meet the Minimum Tender Condition with respect to either exchange offer. Accordingly, EchoStar terminated the exchange offers and consent solicitations following the Expiration Date.


Because the Minimum Tender Condition was not satisfied as of the Expiration Date, EchoStar will not accept any Existing Notes tendered for exchange, and all Existing Notes tendered pursuant to the exchange offers will be promptly returned to their holders. No consideration will be paid or become payable to holders of the Existing Notes who tendered their Existing Notes in the exchange offers.


This press release is for informational purposes only and shall not constitute an offer to sell nor a solicitation of an offer to buy any securities in the United States and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such offering or sale would be unlawful."


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EchoStar Corporation Announces Exchange Offers and Consent Solicitations for 0% Convertible Senior Notes due 2025 and 3.375% Convertible Senior Notes due 2026 Issued by DISH Network Corporation

12 JANUARY 2024


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


Exchange Offers Intended to Reduce Aggregate Indebtedness and Materially Extend Debt Maturity Profile Providing Significant Runway for Continued Strategic Investment and Opportunity to Combine DISH Network's satellite technology, streaming services and nationwide 5G network with EchoStar's premier satellite communications solutions, creating a global leader in terrestrial and non-terrestrial wireless connectivity

ENGLEWOOD, Colo., Jan. 12, 2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq: SATS) ("EchoStar"), a global, fully integrated communication and content delivery leader and provider of technology, spectrum, engineering, manufacturing, networking services, television entertainment and connectivity bolstered by its merger with DISH Network Corporation ("DISH"), today announced that it has commenced offers to exchange (i) any and all of the 0% Convertible Notes due 2025 (the "DISH Network 2025 Notes") issued by its subsidiary DISH and (ii) any and all of the 3.375% Convertible Notes due 2026 issued by DISH (the "DISH Network 2026 Notes," and together with the DISH Network 2025 Notes, the "Existing DISH Notes"), each for 10.00% Senior Secured Notes due 2030 to be issued by EchoStar Corporation (the "EchoStar Notes"), in each case, pursuant to the terms described in a preliminary prospectus and consent solicitation statement, dated January 12, 2024 (the "Preliminary Exchange Offer Prospectus").


Today's announcement further advances EchoStar's objective of realizing on the synergistic opportunities of the combined business to utilize its valuable portfolio of spectrum and other assets to optimize its capital structure to position the business to execute on its strategic goal of becoming the premier provider of terrestrial mobile, satellite connectivity, and content services.


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


Table showing ISINs and Exchange Consideration for Echostar Corporation Exchange Offer Jan 2024

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"Concurrently with the exchange offers, EchoStar is soliciting consents from holders of each series of the Existing DISH Notes to amend the terms of the applicable series of Existing DISH Notes and the indentures governing such Existing DISH Notes to, among other things, eliminate certain events of default (including any cross-defaults related to any payment, bankruptcy or other defaults of any DISH subsidiary) and substantially all of the restrictive covenants in each such indenture and the Existing DISH Notes of the applicable series, including, but not limited to, the merger covenant, the reporting covenant and to make certain conforming changes to each such indenture and the Existing DISH Notes of the applicable series to reflect the proposed amendments (the "Proposed Amendments"). Holders may not consent to the Proposed Amendments without tendering the applicable Existing DISH Notes in the relevant exchange offer, and holders may not tender Existing DISH Notes of any series for exchange without consenting to the Proposed Amendments for such series.


Each exchange offer and consent solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the EchoStar's sole discretion, and without amending, extending, terminating or withdrawing any other exchange offer or consent solicitation. Additionally, notwithstanding any other provision of the exchange offers, EchoStar's obligations to accept and exchange any of the Existing DISH Notes validly tendered pursuant to an exchange offer is subject to the satisfaction or waiver of certain conditions, as described in the Registration Statement, and EchoStar expressly reserves its right, subject to applicable law, to terminate any exchange offer and/or consent solicitation at any time."


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