- Transactions highlight tremendous value of EchoStar's spectrum
assets serving as the sturdy platform on which EchoStar will
accelerate its deployment of a nationwide wireless service to
vigorously compete with incumbent wireless carriers
- Overwhelming support from approximately $5 billion of existing DISH Network convertible
noteholders evidenced by over 96% participation in exchange offers,
leaving only $139 million in
remaining debt maturities in 2024 and 2025 and significantly
improving EchoStar's debt maturity profile through the extension of
such debt maturities to November
2030
- Settlement of exchange offers results in EchoStar's issuance of
approximately $2.3 billion in
aggregate principal amount of its 6.75% Senior Spectrum Secured
Exchange Notes due 2030 and approximately $1.9 billion in aggregate principal amount of its
3.875% Convertible Senior Spectrum Secured Notes due 2030
- Closing of new 10.75% Senior Spectrum Secured Notes due 2029 by
EchoStar delivers $5.2 billion of
fresh capital to balance sheet for investment in nationwide Open
RAN 5G network and other general corporate purposes
- Closing of PIPE transaction delivers $400 million of incremental capital to balance
sheet for general corporate purposes, including profitable customer
acquisition and retention efforts
- Deployment of previously funded capital from secured financing
facility from TPG Angelo Gordon and certain co-investors satisfies
DDBS November 2024 maturity in full
and clears DDBS debt maturity runway until July 2026
ENGLEWOOD, Colo., Nov. 12,
2024 /PRNewswire/ -- EchoStar Corporation (Nasdaq:
SATS) ("EchoStar"), a global, fully integrated communication
and content delivery leader and provider of technology, spectrum,
engineering, manufacturing, networking services, television
entertainment and connectivity, today announced the successful
completion of various transformative strategic transactions
positioning its business for the further enhancement of its
nationwide Open RAN 5G Network. Today's announcements highlight the
tremendous value of EchoStar's spectrum asset portfolio serving as
the sturdy platform on which EchoStar will accelerate its
deployment of a nationwide wireless service to vigorously compete
with incumbent wireless carriers.
"We are optimistic for the bright future ahead following the
completion of these transactions that position our business for
success. The significant additional capital raised by our business,
together with our successful efforts to improve our debt maturity
profile, will allow us to continue to invest in our nationwide Open
RAN 5G network, and secure profitable customer acquisition and
retention," said Hamid Akhavan,
president and CEO, EchoStar Corporation. "We paved the way for
EchoStar to successfully compete in the U.S. wireless market, and
firmly believe customers will continue to realize the benefit of
our state-of-the-art, modern network."
EchoStar Balance Sheet Optimization
Transactions
EchoStar announced the final results of its
previously announced offers to exchange (the "exchange
offers") (i) any and all of the approximately $2 billion of 0% Convertible Notes due 2025 (the
"DISH Network 2025 Notes") issued by its subsidiary DISH
Network Corporation ("DISH") and (ii) any and all of
the approximately $3 billion of
3.375% Convertible Notes due 2026 issued by DISH (the
"DISH Network 2026 Notes," and together with the DISH
Network 2025 Notes, the "Existing Convertible Notes"), for
the applicable principal amount of 6.75% Senior Spectrum Secured
Exchange Notes due 2030 and 3.875% Convertible Senior Spectrum
Secured Notes due 2030 to be issued by EchoStar, in each case,
pursuant to the terms described in a prospectus and consent
solicitation statement, dated November 7,
2024.
As reported by D.F. King & Co., Inc., the exchange agent and
information agent for the exchange offers, as of the expiration
date of the exchange offers, an aggregate principal amount of
$4,682,384,000 of Existing
Convertible Notes had been validly tendered (and not validly
withdrawn) in the exchange offers, which represented participation
from 92.93% of the holders of our DISH Network 2025 Notes and
98.45% of the holders of our DISH Network 2026 Notes. The
settlement of the exchange offers results in EchoStar's issuance of
approximately $2.3 billion in
aggregate principal amount of its 6.75% Senior Spectrum Secured
Exchange Notes due 2030 and approximately $1.9 billion in aggregate principal amount of its
3.875% Convertible Senior Spectrum Secured Notes due 2030, each of
which is secured by EchoStar's AWS-3 and AWS-4 spectrum assets.
The overwhelming support from our existing stakeholders
evidenced by over 96% participation in these exchange offers leaves
only $139 million in aggregate
remaining debt maturities in 2024 and 2025 and significantly
improves EchoStar's debt maturity profile through the extension of
significant debt maturities to November
2030.
Furthermore, EchoStar today announced the deployment of the
previously funded capital provided from the secured financing
facility from TPG Angelo Gordon and certain co-investors to satisfy
in full the approximately $2 billion
November 2024 maturity of its
subsidiary, DISH DBS Corporation ("DDBS"). The repayment in
full of the November 2024 DDBS
maturity similarly enhances DDBS's debt maturity profile, leaving
DDBS with zero long-term debt maturities due until July
2026.
EchoStar's Comprehensive Financing and Liquidity Solution
Transactions
Coupled with EchoStar's announcements related
to its balance sheet optimization transactions, EchoStar also today
announced the closing of its previously announced issuance of its
new 10.75% Senior Spectrum Secured Notes due 2029 providing
approximately $5.2 billion of fresh
cash capital to EchoStar's balance sheet. These new notes are also
secured by EchoStar's AWS-3 and AWS-4 spectrum
assets.
Furthermore, EchoStar today announced the closing of its
previously announced issuance of its Class A common stock, par
value $0.01 per share, to certain
investors with which EchoStar had entered into subscription
agreements, which issuance provides approximately $400 million of incremental cash to EchoStar's
balance sheet.
The significant capital infusion resulting from these
transactions will be deployed by EchoStar towards continued
investment in its nationwide Open RAN 5G network and other general
corporate purposes, including profitable customer acquisition and
retention efforts and strengthening our consumer
offerings.
Advisors
White & Case LLP served as exclusive
legal advisor to EchoStar in connection with each of the
foregoing transactions. Houlihan
Lokey, Inc. served as financial advisor to EchoStar for
certain of such transactions and as dealer manager and solicitation
agent in connection with the exchange offers.
Cahill Gordon & Reindel LLP
served as legal advisor to the dealer manager and solicitation
agent for the exchange offers.
Centerview Partners served as exclusive financial advisor
and Paul, Weiss, Rifkind, Wharton & Garrison
LLP served as exclusive legal advisor to the ad hoc group of
holders of 2025 DISH Convertible Notes, and Perella Weinberg
Partners served as exclusive financial advisor and Akin Gump
Strauss Hauer & Feld LLP served as exclusive legal counsel
to the ad hoc group of holders of 2026 DISH Convertible Notes.
About EchoStar Corporation
EchoStar Corporation
(Nasdaq: SATS) is a global fully integrated communications and
content delivery leader and provider of technology, spectrum,
engineering, manufacturing, networking services, television
entertainment and connectivity, offering consumer, enterprise,
operator and government solutions worldwide under its EchoStar®,
Boost Mobile®, Sling TV, DISH TV™, Hughes®, HughesNet®, HughesON™,
and JUPITER™ brands. In Europe,
EchoStar operates under its EchoStar Mobile Limited subsidiary and
in Australia, the company operates
as EchoStar Global Australia. For more information, visit
www.echostar.com and follow EchoStar on X (Twitter) and
LinkedIn.
©2024 EchoStar. Hughes, HughesNet, DISH and Boost Mobile are
registered trademarks of one or more affiliate companies of
EchoStar Corp.
Forward-looking Statements
This document contains
"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
and DISH's most recently filed Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q, and in EchoStar'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.
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