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 27, 2008
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 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 9601 S. MERIDIAN BLVD.
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80112 |
| ENGLEWOOD, COLORADO
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(Zip Code) |
| (Address of principal executive offices) |
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(303) 723-1000
(Registrant’s telephone number, including area code)
ECHOSTAR 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 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 9601 S. MERIDIAN BLVD.
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80112 |
| ENGLEWOOD, COLORADO
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(Zip Code) |
| (Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On May 27, 2008, EchoStar DBS Corporation (the “Company”), an indirect wholly-owned
subsidiary of DISH Network Corporation, entered into an Indenture, between the Company, the
guarantors named on the signature pages thereto and U.S. Bank National Association, as trustee,
relating to the Company’s issuance of $750 million aggregate principal amount of its 7.75% Senior
Notes due 2015 (the “Notes”). A copy of the Indenture is attached hereto as Exhibit 4.1 and
incorporated herein by reference. For a description of the material terms of the Indenture and the
Notes, see the information set forth below under Item 2.03, which is incorporated by reference into
this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On May 27, 2008, the Company issued $750 million aggregate principal amount of Notes
pursuant to the Indenture. The Notes were sold in a private placement to (1) “qualified
institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”) and (2) outside the United States to persons who are not “U.S. persons” (as
defined in Rule 902 of Regulation S under the Securities Act) in compliance with Regulation S under
the Securities Act.
The Notes bear interest at a rate of 7.75% per annum and mature on May 31, 2015. Interest
on the Notes will be payable semi-annually on May 31 and November 30 of each year, starting on
November 30, 2008, to the holders of record of such Notes at the close of business on the May 15 or
November 15, respectively, preceding such interest payment date. The Indenture contains covenants
that will limit the Company’s ability and, in certain instances, the ability of certain of the
Company’s subsidiaries to (i) incur additional debt; (ii) pay dividends or make distributions on
the Company’s capital stock or repurchase the Company’s capital stock; (iii) make certain
investments; (iv) create liens or enter into sale and leaseback transactions; (v) enter into
transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer
and sell assets. These covenants include partial exceptions.
The Company, at its option, may at any time and from time to time redeem all or any
portion of the Notes on not less than 30 and not more than 60 days’ prior notice mailed to the
holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal
amount of the Notes being redeemed, plus accrued and unpaid interest to the date of redemption and
a “make-whole” premium calculated under the Indenture. The Company, at any time prior to May 31,
2011, may also redeem up to 35% of the aggregate principal amount of the Notes, at a redemption
price equal to 107.75% of the principal amount of the Notes being redeemed with the net cash
proceeds from certain equity offerings or capital contributions.
The Indenture provides for customary events of default, including: nonpayment, breach of
the covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure
to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If any
event of default occurs and is continuing, the trustee or the holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and payable immediately,
together with interest, if any, accrued thereon.
Under the terms of a Registration Rights Agreement, the Company has agreed to register
notes having substantially identical terms as the Notes with the Securities and Exchange Commission
as part of an offer to exchange freely tradable exchange notes for the Notes.
The description set forth above is qualified in its entirety by the Indenture and the
Registration Rights Agreement filed herewith as exhibits.
A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.2 and
incorporated herein by reference.