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): April 3, 2013 (April 2, 2013)
DISH NETWORK CORPORATION
(Exact name of registrant as specified in its charter)
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NEVADA |
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0-26176 |
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88-0336997 |
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9601 SOUTH MERIDIAN BLVD. |
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80112 |
(303) 723-1000
(Registrant’s telephone number, including area code)
DISH DBS CORPORATION
(Exact name of registrant as specified in its charter)
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COLORADO |
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333-31929 |
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84-1328967 |
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9601 SOUTH MERIDIAN BLVD. |
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80112 |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On April 3, 2013, DISH Network Corporation (NASDAQ: “DISH”) announced that its wholly-owned subsidiary, DISH DBS Corporation, priced $1.1 billion aggregate principal amount of 7-year, 5.125% Senior Notes due 2020 (the “2020 Notes”) and $1.2 billion aggregate principal amount of 5-year, 4.250% Senior Notes due 2018 (the “2018 Notes”). The 2020 Notes will mature on May 1, 2020 and the 2018 Notes will mature on April 1, 2018. Interest on the 2020 Notes will be paid on May 1 and November 1 of each year, commencing on November 1, 2013. Interest on the 2018 Notes will be paid on April 1 and October 1 of each year, commencing on October 1, 2013. The net proceeds of the offering are intended to be used for general corporate purposes, which may include wireless and spectrum-related strategic transactions.
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 April 3, 2013, “DISH Network Places Offering of $2.3 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 $2.3 Billion in Senior Notes” dated April 3, 2013
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.
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DISH NETWORK CORPORATION | |
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DISH DBS CORPORATION | |
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Date: April 3, 2013 |
By: |
/s/R. Stanton Dodge |
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R. Stanton Dodge |
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Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
DISH Network Places Offering of $2.3 Billion in Senior Notes
ENGLEWOOD, Colo.—April 3, 2013—DISH Network Corporation (NASDAQ: DISH) today announced that its subsidiary, DISH DBS Corporation, has priced an offering of $1.1 billion aggregate principal amount of 5.125% Senior Notes due 2020 (the “2020 Notes”) and $1.2 billion aggregate principal amount of 4.250% Senior Notes due 2018 (the “2018 Notes”). The 2020 Notes and the 2018 Notes will, in each case, be issued at an issue price of 100%. The net proceeds of the offering are intended to be used for general corporate purposes, which may include wireless and spectrum-related strategic transactions.
The offering is expected to close on April 5, 2013, subject to customary conditions.
The notes will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and in offshore transactions in accordance with Regulation S under the Securities Act. The notes being offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The notes 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 notes 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. 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.