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Subsequent Events
6 Months Ended
Jun. 30, 2021
Subsequent Events  
Subsequent Events

15.Subsequent Events

On July 14, 2021, DISH Wireless L.L.C., our indirect wholly-owned subsidiary, and AT&T entered into a ten-year Network Services Agreement (the “NSA”), which will provide customers of Boost Mobile, Ting Mobile and Republic Wireless and all future brands coverage on AT&T’s network.

Subject to the terms and limitations of the NSA, AT&T will provide us with mobile wireless voice, data and messaging services in all U.S. geographic areas where AT&T or any AT&T affiliate provide such services or where AT&T or any AT&T affiliate has the right to use another wireless service provider’s network and is authorized to extend such right to us. The NSA also provides our retail wireless customers with voice and data roaming services throughout the U.S. on the AT&T network and access to AT&T’s network, even within the markets where we are deploying our 5G network.

The NSA is not exclusive for both parties, as neither party is restricted from deploying or building out any wireless service or network, or any other future technology or network, or from upgrading, altering or modifying its own network in its sole discretion. We have certain restrictions on our ability to resell the services provided under the NSA to third parties. The NSA also provides an avenue for AT&T to deploy portions of our spectrum to support our customers on the AT&T network, by allowing AT&T the right, but not the obligation, to request to use portions of our spectrum in different markets for an agreed upon period of time, subject to certain terms and conditions.

Under the NSA, AT&T becomes our primary network services provider, as we have committed to activate on AT&T’s network at least a minimum percentage of certain of our MVNO subscribers in the U.S. who receive services through a third-party network and to cause no less than a specified percentage of certain of our domestic roaming data usage for our MNO subscribers to be on AT&T. We have agreed to pay AT&T at least $5 billion over the course of the ten-year term of the NSA, subject to certain terms and conditions. Under the NSA, AT&T will provide our postpaid and prepaid customers with similar quality of service as compared to certain AT&T postpaid and prepaid customers. We and AT&T also make certain mutual commitments with respect to each parties’ respective customers, including without limitation, periodic technology and product roadmap meetings regarding future technologies, devices, features, and functionalities.

Upon expiration or termination of the NSA, subject to certain limitations, a two-year transition period will apply, during which AT&T will cooperate to enable current end users to continue using the services. The NSA may be terminated by either party pursuant to certain customary conditions such as a material breach or insolvency. Additionally, in the event of a qualifying change of control of DISH Wireless L.L.C., AT&T may terminate the NSA. Generally, a qualifying change of control would occur if (A) certain “restricted parties” own more than 50% of the voting power or own more than 50% of the economic value of DISH Wireless L.L.C. or any parent entity of our wireless business; or (B) DISH Wireless L.L.C. sells all or substantially all of the assets of its wireless business to a “restricted party.” A “restricted party” generally includes certain U.S. wireless providers, certain U.S. cable companies and certain large technology companies. However, we would remain able to continue to use AT&T’s network services to support our MVNO customers for up to 2 years following any such change of control termination and would also retain access to roaming services on the AT&T network for both our new and existing MNO subscribers during such period.

The description of the NSA above is not complete and is qualified in its entirety by the actual terms of the NSA, a copy of which will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.