|
Nevada
(State or other jurisdiction of
incorporation or organization) |
| |
4899
(Primary Standard Industrial
Classification Code Number) |
| |
26-1232727
(I.R.S. Employer
Identification Number) |
|
|
Jonathan Michels
Andrew J. Ericksen Laura Katherine Mann White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200 |
| |
John Tripodoro
Ariel Goldman Tristan Manley Cahill Gordon & Reindel LLP 32 Old Slip New York, NY 10005 (212) 701-3000 |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
| |
Smaller reporting company
☐
|
|
Exact Name of Registrant as Specified in its Charter and Address
|
| |
State or Other
Jurisdiction of Incorporation or Organization |
| |
I.R.S. Employer
Identification No. |
| |||
Northstar Wireless, LLC, 9601 South Meridian Boulevard, Englewood,
Colorado, 80112 |
| |
Delaware
|
| | | | 47-1752452 | | |
SNR Wireless HoldCo, LLC, 9601 South Meridian Boulevard, Englewood,
Colorado, 80112 |
| |
Delaware
|
| | | | 47-1718512 | | |
DBSD Corporation, 9601 South Meridian Boulevard, Englewood, Colorado 80112
|
| |
Colorado
|
| | | | 35-2556718 | | |
Gamma Acquisition L.L.C., 9601 South Meridian Boulevard, Englewood,
Colorado, 80112 |
| |
Colorado
|
| | | | 45-2507625 | | |
Northstar Spectrum, LLC, 9601 South Meridian Boulevard, Englewood,
Colorado, 80112 |
| |
Delaware
|
| | | | 47-1742770 | | |
SNR Wireless LicenseCo, LLC, 9601 South Meridian Boulevard, Englewood,
Colorado, 80112 |
| |
Delaware
|
| | | | 47-1719104 | | |
DBSD Services Limited, 9601 South Meridian Boulevard, Englewood,
Colorado 80112 |
| |
United Kingdom
|
| | | | 98-0230168 | | |
Gamma Acquisition HoldCo, L.L.C., 9601 South Meridian Boulevard, Englewood, Colorado, 80112
|
| |
Colorado
|
| | | | 33-1357351 | | |
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | iv | | | |
| | | | | 1 | | | |
| | | | | 22 | | | |
| | | | | 30 | | | |
| | | | | 54 | | | |
| | | | | 55 | | | |
| | | | | 56 | | | |
| | | | | 59 | | | |
| | | | | 70 | | | |
| | | | | 83 | | | |
| | | | | 116 | | | |
| | | | | 173 | | | |
| | | | | 175 | | | |
| | | | | 189 | | | |
| | | | | 193 | | | |
| | | | | 193 | | | |
| | | | | 193 | | |
Period
|
| |
Percentage
|
| |||
From and including November 30, 2026 (to but excluding November 30, 2027)
|
| | | | 102.000% | | |
From and including November 30, 2027 and thereafter
|
| | | | 100.000% | | |
(in millions)
|
| |
June 30,
2024 |
| |
December 31,
2023 |
| ||||||
Total current assets
|
| | | $ | 855 | | | | | $ | 910 | | |
Total noncurrent assets
|
| | | $ | 17,519 | | | | | $ | 17,360 | | |
Total current liabilities
|
| | | $ | 198 | | | | | $ | 27 | | |
Total noncurrent liabilities
|
| | | $ | 1,791 | | | | | $ | 3,614 | | |
Due from non-Guarantors
|
| | | $ | 933 | | | | | $ | 558 | | |
Due to non-Guarantors
|
| | | $ | 1,818 | | | | | $ | 2,965 | | |
(in millions)
|
| |
Six months ended
June 30, 2024 |
| |
Twelve months ended
December 31, 2023 |
| ||||||
Total revenues
|
| | | $ | 60 | | | | | $ | 705 | | |
Operating income
|
| | | $ | 52 | | | | | $ | 665 | | |
Net income (loss)
|
| | | $ | (37) | | | | | $ | 411 | | |
Revenue from non-Guarantors
|
| | | $ | 58 | | | | | $ | 702 | | |
| | |
As of June 30, 2024
|
| |||||||||||||||
| | |
Actual
|
| |
As Adjusted
|
| |
As Further
Adjusted |
| |||||||||
| | |
(Unaudited)
(Dollars in millions) |
| |||||||||||||||
Cash, cash equivalents and marketable investment securities
|
| | | $ | 419 | | | | | $ | 6,480 | | | | | $ | 6,480 | | |
Long-term debt: | | | | | | | | | | | | | | | | | | | |
EchoStar Corporation Debt Securities | | | | | | | | | | | | | | | | | | | |
6.75% Senior Secured Notes due 2030 offered hereby
|
| | | | — | | | | | | — | | | | | | 2,381 | | |
3.875% Convertible Senior Secured Notes due 2030 offered hereby
|
| | | | — | | | | | | 30 | | | | | | 1,980 | | |
10.750% Senior Secured Notes due 2029
|
| | | | — | | | | | | 5,356 | | | | | | 5,356 | | |
Subsidiary Debt Securities | | | | | | | | | | | | | | | | | | | |
Hughes Satellite Systems Corporation
|
| | | | | | | | | | | | | | | | | | |
51∕4% Senior Secured Notes due 2026
|
| | | | 750 | | | | | | 750 | | | | | | 750 | | |
65∕8% Senior Unsecured Notes due 2026
|
| | | | 750 | | | | | | 750 | | | | | | 750 | | |
DISH Network Corporation
|
| | | | | | | | | | | | | | | | | | |
0% Convertible Notes due 2025(1)
|
| | | | 1,957 | | | | | | 1,957 | | | | | | — | | |
33∕8% Convertible Notes due 2026(1)
|
| | | | 2,909 | | | | | | 2,909 | | | | | | — | | |
113∕4% Senior Secured Notes due 2027
|
| | | | 3,500 | | | | | | 3,500 | | | | | | 3,500 | | |
DISH DBS Corporation
|
| | | | | | | | | | | | | | | | | | |
57∕8% Senior Notes due 2024(1)
|
| | | | 1,983 | | | | | | — | | | | | | — | | |
73∕4% Senior Notes due 2026
|
| | | | 2,000 | | | | | | 2,000 | | | | | | 2,000 | | |
51∕4% Senior Secured Notes due 2026
|
| | | | 2,750 | | | | | | 2,750 | | | | | | 2,750 | | |
73∕8% Senior Notes due 2028
|
| | | | 1,000 | | | | | | 1,000 | | | | | | 1,000 | | |
53∕4% Senior Secured Notes due 2028
|
| | | | 2,500 | | | | | | 2,500 | | | | | | 2,500 | | |
51∕8% Senior Notes due 2029
|
| | | | 1,500 | | | | | | 1,500 | | | | | | 1,500 | | |
DISH DBS Issuer LLC
|
| | | | | | | | | | | | | | | | | | |
Loan and Security Agreement
|
| | | | — | | | | | | 2,300 | | | | | | 2,300 | | |
Mandatorily Redeemable Preferred Shares
|
| | | | — | | | | | | 200 | | | | | | 200 | | |
Notes payable
|
| | | | 135 | | | | | | 135 | | | | | | 135 | | |
Unamortized debt discount, net
|
| | | | (66) | | | | | | (206) | | | | | | (206) | | |
Finance lease obligations
|
| | | | 94 | | | | | | 94 | | | | | | 94 | | |
Total long-term debt and financing lease obligations (including current portion)
|
| | | | 21,762 | | | | | | 27,525 | | | | | | 26,990 | | |
Stockholders’ equity (deficit)
|
| | | | 19,573 | | | | | | 19,973 | | | | | | 19,973 | | |
Total capitalization
|
| | | | 41,335 | | | | | | 47,498 | | | | | | 46,963 | | |
Indebtedness
|
| |
Original Issuer
|
| |
Principal Amount
Outstanding (as of June 30, 2024) (in millions) |
| |
Redeemable Beginning
|
| |
Maturity
|
| |||
5.875% Senior Notes due 2024(1)
|
| |
DISH DBS
|
| | | $ | 1,983 | | | |
Redeemable, in whole
or in part, at any time |
| |
November 15,2024
|
|
0% Convertible Notes due 2025(1)(2)
|
| |
DISH Network
|
| | | $ | 1,957 | | | |
Not redeemable prior
to maturity |
| |
December 15, 2025
|
|
7.750% Senior Notes due 2026
|
| |
DISH DBS
|
| | | $ | 2,000 | | | |
Redeemable, in whole
or in part, at any time |
| |
July 1, 2026
|
|
5.250% Senior Secured Notes due 2026
|
| |
Hughes Satellite
Systems Corporation (“HSSC”) |
| | | $ | 750 | | | |
Redeemable, in whole
or in part, at any time |
| |
August 1, 2026
|
|
6.625% Senior Unsecured Notes due 2026
|
| |
HSSC
|
| | | $ | 750 | | | |
Redeemable, in whole
or in part, at any time |
| |
August 1, 2026
|
|
3.375% Convertible Notes due 2026(1)(2)
|
| |
DISH Network
|
| | | $ | 2,909 | | | |
Not redeemable
|
| |
August 15, 2026
|
|
5.250% Senior Secured Notes due 2026
|
| |
DISH DBS
|
| | | $ | 2,750 | | | |
prior to maturity
Redeemable, in whole or in part, at any time at any time prior to June 1, 2026; on or after June 1,2026 redeemable in whole at any time or in part from time to time |
| |
December 1, 2026
|
|
DISH 2021 Intercompany Loan
|
| |
DISH DBS
|
| | | $ | 7,612 | | | |
Repayable in whole or in
part, at any time or from time to time |
| |
December 1,2026 and
December 1, 2028 |
|
11.750% Senior Secured Notes due 2027
|
| |
DISH Network
|
| | | $ | 3,500 | | | |
Redeemable, in whole or
in part, at any time on or after May 15, 2025; up to 40% of the aggregate principal amount of the notes is redeemable prior to May 15, 2025 |
| |
November 15, 2027
|
|
7.375% Senior Notes due 2028
|
| |
DISH DBS
|
| | | $ | 1,000 | | | |
Redeemable, in whole or
in part, at any time |
| |
July 1, 2028
|
|
5.750% Senior Secured Notes due 2028
|
| |
DISH DBS
|
| | | $ | 2,500 | | | |
Redeemable, in whole or
in part, at any time at any time prior to December 1, 2027; on or after December 1, 2027 redeemable in whole at any time or in part from time to time |
| |
December 1, 2028
|
|
5.125% Senior Notes due 2029
|
| |
DISH DBS
|
| | | $ | 1,500 | | | |
Redeemable, in whole or
in part, at any time |
| |
June 1, 2029
|
|
DISH 2024 Intercompany Loan
|
| |
DISH DBS
|
| | | $ | 1,524 | | | |
N/A
|
| |
August 13, 2028
|
|
Period
|
| |
Percentage
|
| |||
From and including November 30, 2026 but excluding November 30, 2027
|
| | | | 102.000% | | |
From and including November 30, 2027 and thereafter
|
| | | | 100.000% | | |
Stock Price
|
| ||||||||||||||||||||||||||||||||||||
Effective Date
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
| |
$
|
|
November , 2024 | | |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
November 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
November 30, 2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
By Facsimile (Eligible Institutions Only):
(212) 709-3328 |
| |
By Regular, Registered or Certified Mail,
By Overnight Courier or By Hand: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Michael Horthman |
| |
For Information or Confirmation: (212) 232-3233
|
|
|
Exhibit No.
|
| |
Description
|
|
| 25.2* | | | | |
| 107* | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President, Chief Executive Officer and Director (Principal Executive Officer)
|
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Executive Vice President and Chief Financial Officer, DISH (Principal Financial Officer and Principal Accounting Officer)
|
| |
October 10, 2024
|
|
|
/s/ Charles W. Ergen
Charles W. Ergen
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Cantey M. Ergen
Cantey M. Ergen
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Kathleen Q. Abernathy
Kathleen Q. Abernathy
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ George R. Brokaw
George R. Brokaw
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Stephen J. Bye
Stephen J. Bye
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ James DeFranco
James DeFranco
|
| |
Director
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ R. Stanton Dodge
R. Stanton Dodge
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Lisa W. Hershman
Lisa W. Hershman
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Tom A. Ortolf
Tom A. Ortolf
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ William D. Wade
William D. Wade
|
| |
Director
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer of Northstar
Spectrum, LLC, the sole member of Northstar Wireless, LLC |
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer of American AWS-3 Wireless III L.L.C., the managing member of SNR Wireless HoldCo, LLC
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ James DeFranco
James DeFranco
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Charles W. Ergen
Charles W. Ergen
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer (Principal Executive Officer)
|
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ Tom A. Ortolf
Tom A. Ortolf
|
| |
Director
|
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer of Gamma Acquisition HoldCo, L.L.C., the sole member of Gamma Acquisition L.L.C.
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer of American AWS-3 Wireless II L.L.C., the managing member of Northstar Spectrum, LLC
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President and Chief Executive Officer
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer of SNR Wireless HoldCo, LLC, the sole member of SNR Wireless LicenseCo, LLC
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Tom A. Ortolf
Tom A. Ortolf
|
| |
Director
|
| |
October 10, 2024
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Hamid Akhavan
Hamid Akhavan
|
| |
President
(Principal Executive Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer
(Principal Financial Officer) |
| |
October 10, 2024
|
|
|
/s/ James S. Allen
James S. Allen
|
| |
Chief Accounting Officer
(Principal Accounting Officer) |
| |
October 10, 2024
|
|
|
/s/ Paul W. Orban
Paul W. Orban
|
| |
Treasurer of EchoStar Wireless Holding LLC, the sole member of Gamma Acquisition HoldCo, L.L.C.
|
| |
October 10, 2024
|
|