8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 7, 2012

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of
incorporation) 0-26176
(Commission File Number) 88-0336997
(IRS Employer
Identification No.)

9601 SOUTH MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices) 80112
(Zip Code)

(303) 723-1000

(Registrant’s telephone number, including area code)

DISH DBS CORPORATION

(Exact name of registrant as specified in its charter)

COLORADO
(State or other jurisdiction of
incorporation) 333-31929
(Commission File Number) 84-1328967
(IRS Employer
Identification No.)

9601 SOUTH MERIDIAN BLVD.
ENGLEWOOD, COLORADO
(Address of principal executive offices) 80112
(Zip Code)

(303) 723-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On May 8, 2012, DISH Network Corporation (NASDAQ: “DISH”) announced that its wholly-owned subsidiary, DISH DBS Corporation, priced $900 million aggregate principal amount of 5-year, 4.625% Senior Notes due 2017 (the “2017 Notes”) and $1 billion aggregate principal amount of 10-year, 5.875% Senior Notes due 2022 (the “2022 Notes”). The 2017 Notes will mature on July 15, 2017, and the 2022 Notes will mature on July 15, 2022. Interest on the 2017 Notes and the 2022 Notes will be paid on January 15 and July 15 of each year, commencing on January 15, 2013.  The net proceeds of the offering are intended to be used for general corporate purposes.

DISH DBS Corporation placed the notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Certain statements incorporated by reference in this Current Report on Form 8-K may be forward-looking statements, which may involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described.  Neither DISH Network Corporation nor DISH DBS Corporation undertakes any obligation to update forward-looking statements.

See Press Release, dated May 8, 2012, “DISH Network Places Offering of $1.9 Billion in Senior Notes” attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release “DISH Network Places Offering of $1.9 Billion in Senior Notes” dated May 8, 2012

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	DISH NETWORK CORPORATION DISH DBS CORPORATION
Date: May 8, 2012	By:	/s/ R. Stanton Dodge
		R. Stanton Dodge

3

EXHIBIT INDEX

Exhibit 99.1 Press Release “DISH Network Places Offering of $1.9 Billion in Senior Notes” dated May 8, 2012

4

EX-99.1

Exhibit 99.1

DISH Network Places Offering of $1.9 Billion in Senior Notes

ENGLEWOOD, Colo.—(MARKET WIRE)— May 8, 2012—DISH Network Corporation (NASDAQ: DISH) today announced that its subsidiary, DISH DBS Corporation, has priced an offering of $900 million aggregate principal amount of 5-year debt securities at an issue price of 100% and $1 billion aggregate principal amount of 10-year debt securities at an issue price of 100%. The debt securities will be issued as 4.625% Senior Notes due 2017 and 5.875% Senior Notes due 2022.  The net proceeds of the offering are intended to be used for general corporate purposes.

The offering is expected to close on May 16, 2012, subject to customary conditions.

DISH DBS Corporation placed the notes in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.   This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes; nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this press release are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in DISH Network Corporation’s and DISH DBS Corporation’s Disclosure Regarding Forward-Looking Statements included in their recent filings with the Securities and Exchange Commission, including their annual reports on Form 10-K and their most recent quarterly reports on Form 10-Q. The forward-looking statements speak only as of the date made, and DISH Network Corporation and DISH DBS Corporation expressly disclaim any obligation to update these forward-looking statements.