EchoStar Corporation Announces Amendments to Exchange Offers for Certain Outstanding Notes Issued by DISH DBS Corporation for New DBS Notes (as defined herein) That Will Be Mandatorily Exchanged for New Secured Notes Issued by DTV Issuer (as defined herein) Immediately Prior to the Consummation of the Acquisition Transaction (as defined below) and Subject to the Satisfaction of the Terms and Conditions Described in the Exchange Offering Memorandum
PR Newswire
ENGLEWOOD, Colo., Oct. 28, 2024
ENGLEWOOD, Colo., Oct. 28, 2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq: SATS) ("EchoStar"), today announced that DISH DBS Corporation ("DBS") has amended certain terms of its previously announced offers to exchange (the "Exchange Offers") any and all of its (a) 5.25% Senior Secured Notes due 2026 (the "Outstanding 2026 DBS Secured Notes"), (b) 5.75% Senior Secured Notes due 2028 (the "Outstanding 2028 DBS Secured Notes"), (c) 7.75% Senior Notes due 2026 (the "Outstanding 2026 DBS Notes"), (d) 7.375% Senior Notes due 2028 (the "Outstanding 2028 DBS Notes") and (e) 5.125% Senior Notes due 2029 (the "Outstanding 2029 DBS Notes" and, together with the Outstanding 2026 DBS Secured Notes, the Outstanding 2028 DBS Secured Notes, the Outstanding 2026 DBS Notes and the Outstanding 2028 DBS Notes, the "Outstanding Notes") for an equal principal amount of new notes issued by DBS (the "New DBS Notes") that will be issued with substantially the same terms as the corresponding series of Outstanding Notes, including maturity, interest rate, interest payment dates and covenants, except for certain changes, including to facilitate the acquisition of the DISH Pay-TV Business by DIRECTV Holdings LLC, pursuant to an Equity Purchase Agreement (the "Purchase Agreement") between DIRECTV Holdings LLC ("Purchaser") and EchoStar (the "Acquisition Transaction"), such as that if the Acquisition Transaction is or will be consummated on or prior to the Outside Date (as defined in the Exchange Offering Memorandum), then immediately prior to the consummation of the Acquisition Transaction, such New DBS Notes will be acquired by Purchaser, an affiliate of the DTV Issuer, in a mandatory exchange, at the applicable exchange rate described in the table below (the "Mandatory Exchange Consideration"), with no further action by the holder of the New DBS Notes, for the applicable series of New DTV Issuer Notes set forth in the table below (the "New DTV Issuer Notes", and together with the New DBS Notes, the "New Notes"), in each case to be issued by DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. (together with DIRECTV Financing, LLC, the "DTV Issuer") with the terms set forth in the form of New DTV Issuer Notes Indentures included in the exchange offer memorandum and consent solicitation statement, dated September 30, 2024 (the "Original Exchange Offering Memorandum") (each such mandatory exchange, a "Mandatory Acquisition/Exchange" and collectively, the "Mandatory Acquisition/Exchanges", and the reduction in the principal amount of New DBS Notes resulting from the Mandatory Acquisition/Exchanges is herein referred to as the "Principal Reduction"). The Original Exchange Offering Memorandum has been supplemented by Supplement No. 1, dated October 28, 2024 (the "Supplement" and together with the Original Exchange Offering Memorandum, the "Exchange Offering Memorandum").
The amendments to the Exchange Offers set forth herein and in the Supplement (i) decrease the Discount Amount (as defined below) to at least $1,498,625,000, (ii) increase the Mandatory Exchange Consideration issuable in the form of New 2029 DTV Issuer Secured Notes, New 2031-Series B DTV Issuer Secured Notes and New 2032 DTV Issuer Secured Notes as described in the table below, (iii) extend the Expiration Time (as defined in the Exchange Offering Memorandum) to 5:00 p.m., New York City time on November 12, 2024, (iv) amend and restate, in their entirety, the sections entitled "Unaudited Pro Forma Financial Information" and "Information About DIRECTV--Capitalization" of the Original Exchange Offer Memorandum and (v) amend and restate Section 3.07 of and Form of Note to Appendix A-3 of the Original Exchange Offering Memorandum to align with the optional redemption provisions of the Outstanding 2028 DBS Notes.
The following table describes certain terms of the Exchange Offers as amended (including the amended Mandatory Exchange Consideration of the (i) New 2029 DTV Issuer Secured Notes, (ii) the New 2031-Series B DTV Issuer Secured Notes and (iii) New 2032 DTV Issuer Secured Notes set forth in the last column):
Outstanding Notes Exchange Mandatory Exchange
Consideration Consideration -- New
- New DBS DTV Issuer Notes
Notes
------------------------------------------------------ -------------- ---------------------
For each CUSIP(1) ISIN(1) Outstanding Principal Principal Amount and
$1,000 Aggregate Amount and Applicable Series of
Principal Principal Applicable New DTV Issuer Notes
Amount of the Amount Series of New to be Issued in the
Relevant DBS Notes to Mandatory
Series of be Issued Acquisition/Exchanges
Outstanding
Notes
------------- --------- ------------ -------------- -------------- ---------------------
5.25% Senior 25470XBE4 US25470XBE40 $2,750,000,000 $1,000 $930 principal amount
Secured Notes / / principal of new 8.875% Senior
due 2026 U25486AQ1 USU25486AQ11 amount of Secured Notes due
("Outstanding 5.25% First 2028 (the "New 2028
2026 DBS Lien Notes due DTV Issuer Secured
Secured 2026 ("New Notes")
Notes") 2026 DBS First
Lien Notes")
------------- --------- ------------ -------------- -------------- ---------------------
5.75% Senior 25470XBF1 US25470XBF15 $2,500,000,000 $1,000 $870 principal amount
Secured Notes / / principal of new 8.875% Senior
due 2028 U25486AR9 USU25486AR93 amount of Secured Notes due
("Outstanding 5.75% First 2031 (the "New
2028 DBS Lien Notes due 2031-Series A DTV
Secured 2028 ("New Issuer Secured
Notes") 2028 DBS First Notes")
Lien Notes")
------------- --------- ------------ -------------- -------------- ---------------------
7.75% Senior 25470XAY1 US25470XAX30 $2,000,000,000 $1,000 $855 principal amount
Notes due / / principal of new 8.875% Senior
2026 U25486AM0 USU25486AM07 amount of Secured Notes due
("Outstanding / / 7.75% Second 2029 (the "New 2029
2026 DBS 25470XAX3 US25470XAY13 Lien Notes due DTV Issuer Secured
Notes") 2026 ("New Notes")
2026 DBS
Second Lien
Notes")
------------- --------- ------------ -------------- -------------- ---------------------
7.375% Senior 25470XBB0 US25470XAZ87 $1,000,000,000 $1,000 $740 principal amount
Notes due / / principal of new 8.875% Senior
2028 U25486AN8 USU25486AN89 amount of Secured Notes due
("Outstanding / / 7.375% Second 2031 (the "New
2028 DBS 25470XAZ8 US25470XBB01 Lien Notes due 2031-Series B DTV
Notes") 2028 ("New Issuer Secured
2028 DBS Notes")
Second Lien
Notes")
------------- --------- ------------ -------------- -------------- ---------------------
5.125% Senior 25470XBD6 US25470XBC83 $1,500,000,000 $1,000 $660 principal amount
Notes due / / principal of new 8.875% Senior
2029 U25486AP3 USU25486AP38 amount of Secured Notes due
("Outstanding / / 5.125% Second 2032 (the "New 2032
2029 DBS 25470XBC8 US25470XBD66 Lien Notes due DTV Issuer Secured
Notes") 2029 ("New Notes")
2029 DBS
Second Lien
Notes")
------------- --------- ------------ -------------- -------------- ---------------------
(1) No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed herein or printed on the Outstanding Notes. They are provided solely for convenience.
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