EchoStar starts exchange offers, consent bids for DISH senior notes

Chicago, Jan. 16 – EchoStar Corp. through newly formed subsidiary DISH DBS Issuer LLC started exchange offers and consent solicitations for four notes issued by DISH DBS Corp., according to a press release.

The notes being exchanged into will have DISH DBS Issuer as the issuer.

Part I

The first part of the offer pertains to the $1,982,544,000 outstanding 5 7/8% senior notes due 2024 (ISINs: US25470XAW56, USU25486AL24).

The total amount outstanding is net of $17,456,000 of notes held by DISH Network Corp. and not deemed outstanding.

The offer covers an even exchange ($1,000 new note for $1,000 old note) of new class A-1 notes, inclusive of a $50 early exchange premium.

The tender cap is $1 billion.

Part II

For the next three notes, the exchange offer sets up acceptance priority levels and a cap of up to $3 billion principal amount of new class A-2 notes (less the principal amount of class A-1 notes issued) that will be issued.

The existing notes and the total considerations in the offer are, by acceptance priority level:

• $2 billion of outstanding 7¾% senior notes due 2026 (ISINs: US25470XAY13, USU25486AM07) for a total consideration of $660;

• $1 billion of outstanding 7 3/8% senior notes due 2028 (ISINs: US25470XBB01, USU25486AN89) for a total consideration of $500; and

• $1.5 billion of outstanding 5 1/8% senior notes due 2029 (ISINs: US25470XBD66, USU25486AP38) for a total consideration of $430.

The total considerations are based on $1,000 notes and include $50 early exchange premiums per note, only paid to early tendering noteholders.

New notes

The new notes will be secured by all of DBS Issuer’s interests in subscription and equipment agreement. The new notes will not have recourse to any assets of EchoStar or any of its other subsidiaries.

The new series 2024-1 class A-1 senior secured notes will have a 10% coupon and a 2030 maturity date.

The new series 2024-1 class A-1 senior secured notes will have a 10% coupon and a 2034 maturity date.

Consents

Concurrently with the exchange offers, DBS Issuer is soliciting consents to eliminate certain events of default (including any defaults related to any payment default or acceleration of certain debt and defaults related to the bankruptcy of DBS) and substantially all of the covenants in each indenture, including, but not limited to, limitations on restricted payments, dividend restrictions, debt, liens, asset sales, affiliate transactions, reporting and mergers, and to make certain conforming changes to each indenture and the existing series of the applicable series to reflect the proposed amendments.

Holders who tender their notes must consent; consenting holders must tender their notes.

Details

The early tender time is 5 p.m. ET on Jan. 29.

The withdrawal deadline is either the early tender time or at the time of the execution of the supplemental indenture for any series of notes, whichever comes first.

Each exchange offer and consent solicitation will expire at 11:59 p.m. ET on Feb. 12.

Settlement is planned for within three business days of the expiration time.

Each exchange offer and consent solicitation is a separate offer and/or solicitation.

Tenders may be prorated.

The offers are not subject to a minimum condition.

The offer is only being made to Rule 144A and Regulation S holders. Eligible holders must confirm their eligibility (www.dfking.com/dish).

D.F. King & Co., Inc. is the information agent and exchange agent for the offers (800 967-5084, DISH@dfking.com).

The sole dealer manager and solicitation agent is Houlihan Lokey (888 875-5277, dish@hl.com).

EchoStar is an Englewood, Colo.-based provider of equipment sales, digital broadcast operations and satellite services.

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