sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
ECHOSTAR CORPORATION
Class A Common Stock
(Title of Class of Securities)
278768106
October 14, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Janice V. Sharry, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219
(214) 651-5562
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1 |
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NAMES OF REPORTING PERSONS.
MSD Capital, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,588,349 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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2,588,349 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,588,349 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.1% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
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1 |
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NAMES OF REPORTING PERSONS.
MSD TORCHLIGHT, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware |
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5 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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2,588,349 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER |
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2,588,349 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,588,349 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.1% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
Item 1.
(a) Name of Issuer
ECHOSTAR CORPORATION
(b) Address of Issuers Principal Executive Offices
90 Inverness Circle E., Englewood, Colorado 80112
Item 2.
(a) Name of Person Filing
This statement is jointly filed by and on behalf of each of MSD Capital, L.P. and MSD
Torchlight, L.P. MSD Torchlight is the record and direct beneficial owner of the securities
covered by this statement. MSD Capital is the general partner of MSD Torchlight and may be deemed
to indirectly beneficially own the securities owned by MSD Torchlight. MSD Capital Management LLC
is the general partner of MSD Capital. Each reporting person declares that neither the filing of
this statement nor anything herein shall be construed as an admission that such person is, for the
purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement.
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of each reporting person is 645 Fifth Avenue,
21st Floor, New York, New York 10022
(c) Citizenship
See Item 4 on the cover page(s) hereto.
(d) Title of Class of Securities
Class A Common Stock
(e) CUSIP Number
278768106
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Item 3. |
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is: |
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(a)
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A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
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(b)
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A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c)
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An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d)
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An investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8). |
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-
1(b)(1)(ii)(F); |
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(g)
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A parent holding company or control person in accordance with §240.13d-
1(b)(1)(ii)(G); |
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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(i)
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A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j)
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A group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
(a) Amount beneficially owned:
See Item 9 on the cover page(s) hereto.
(b) Percent of class:
See Item 11 on the cover page(s) hereto.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto.
Item 5. Ownership of 5% or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following o.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not Applicable
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Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person. |
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
(a) Not Applicable
(b) By signing below I certify that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Date: October 24, 2008 |
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MSD CAPITAL, L.P. |
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By:
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MSD Capital Management LLC |
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Its:
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General Partner |
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By:
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/s/ Marc R. Lisker |
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Name:
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Marc R. Lisker |
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Title:
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Manager and General Counsel |
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MSD TORCHLIGHT, L.P. |
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By:
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MSD Capital, L.P. |
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Its:
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General Partner |
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By:
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MSD Capital Management LLC |
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Its:
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General Partner |
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By:
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/s/ Marc R. Lisker |
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Name:
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Marc R. Lisker |
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Title:
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Manager and General Counsel |
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EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1
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Joint Filing Agreement (furnished herewith) |