UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2024 (
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Securities registered pursuant to Section 12(b) of the Act: None
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other.
On January 12, 2024, EchoStar Corporation (“EchoStar”) issued a press release, announcing that it commenced exchange offers and consent solicitations with respect to the 0% Convertible Notes due 2025 and the 3.375% Convertible Notes due 2026 issued by its subsidiary DISH Network Corporation (“DISH”), furnished herewith as Exhibit 99.1.
On January 16, 2024, EchoStar issued a press release, announcing that, DISH DBS Issuer LLC, an indirect subsidiary of both EchoStar and DISH DBS Corporation, EchoStar’s indirect subsidiary (“DBS”), had commenced exchange offers and consent solicitations with respect to the 5.875% Senior Notes due 2024, the 7.75% Senior Notes due 2026, the 7.375% Senior Notes due 2028 and the 5.125% Senior Notes due 2029 issued by DBS, furnished herewith as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of EchoStar Corporation announcing exchange offers for Existing DISH Notes. | |
| 99.2 | Press Release of EchoStar Corporation announcing exchange offers for Existing DBS Notes. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-looking Statements
Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, in particular, statements about plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors. Additional information concerning these risk factors is contained in each of EchoStar’s, DISH’s and DBS’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and in EchoStar’s, DISH’s and DBS’s subsequent Current Reports on Form 8-K, and other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
SIGNATURES
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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ECHOSTAR CORPORATION DISH NETWORK CORPORATION DISH DBS CORPORATION |
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| Date: January 16, 2024 | By: | /s/ Dean A. Manson |
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Dean A. Manson Chief Legal Officer and Secretary, EchoStar Corporation | ||