Current Report Filing (8-k)
11 November 2021 - 9:14AM
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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): November 10, 2021
DISH
NETWORK CORPORATION
(Exact name of registrant as specified
in its charter)
Nevada
(State or other
jurisdiction of
incorporation)
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001-39144
(Commission File Number)
|
|
88-0336997
(IRS Employer
Identification No.)
|
9601 South Meridian Boulevard
Englewood, Colorado
(Address
of principal executive offices)
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|
80112
(Zip Code)
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(303) 723-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.01 par value
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DISH
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The Nasdaq Stock Market L.L.C.
|
DISH
DBS CORPORATION
(Exact name of registrant as specified in
its charter)
Colorado
(State or other jurisdiction of
incorporation)
|
|
333-31929
(Commission File Number)
|
|
84-1328967
(IRS Employer
Identification No.)
|
9601 South Meridian Boulevard
Englewood, Colorado
(Address
of principal executive offices)
|
|
80112
(Zip Code)
|
(303) 723-1000
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of
the Act: None
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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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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. ¨
Co-Registrant CIK
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0001042642
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Co-Registrant Amendment Flag
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false
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Co-Registrant Form Type
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8-K
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Co-Registrant DocumentPeriodEndDate
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2021-11-10
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Co-Registrant Written Communications
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false
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Co-Registrant Solicitating Materials
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false
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Co-Registrant PreCommencement Tender Offer
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false
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Co-Registrant PreCommencement Issuer Tender Offer
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false
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Co-Registrant Emerging growth company
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false
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Item 8.01 Other Events
On November 10, 2021, DISH Network
Corporation (“DISH Network”) issued a press release announcing that its subsidiary, DISH DBS Corporation (“DISH
DBS”), priced $2,750,000,000 aggregate principal amount of its 5.25% Senior Secured Notes due 2026 (the “2026
Notes”) and $2,500,000,000 aggregate principal amount of its 5.75% Senior Secured Notes due 2028 (the “2028 Notes”
and, together with the 2026 Notes, the “Notes”). The 2026 Notes will mature on December 1, 2026 and the 2028 Notes will
mature on December 1, 2028. Interest on the Notes will be paid on June 1 and December 1 of each year, commencing on , 2022.
The net proceeds of the offering are intended to be used to make an intercompany loan to DISH Network in order to finance the
potential purchase of wireless spectrum licenses and for general corporate purposes, including the buildout of wireless
infrastructure. The intercompany loan will be secured by (i) the cash proceeds of the loan and (ii) an interest in any wireless
spectrum licenses acquired using such proceeds. In certain cases, DISH Network wireless spectrum licenses (valued based upon a
third-party valuation) may be substituted for the collateral. The intercompany loan will not be included as collateral for
the Notes, and the Notes will be subordinated to DISH DBS’s existing and certain future unsecured notes with respect to
certain realizations under the intercompany loan and any collateral pledged as security for the intercompany loan.
DISH DBS placed the Notes in a private placement
under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have
not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements.
Certain statements incorporated by reference in
this Current Report on Form 8-K may be forward-looking statements, which may involve a number of risks and uncertainties that could
cause actual events or results to differ materially from those described. Neither DISH Network nor DISH DBS undertakes any obligation
to update forward-looking statements.
See Press Release, dated November 10, 2021, “DISH
Network Places Offering of $5,250,000,000 in Senior Secured Notes,” attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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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DISH NETWORK CORPORATION
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DISH DBS CORPORATION
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Date: November 10, 2021
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By:
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/s/ Timothy A. Messner
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Timothy A. Messner
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Executive Vice President and General Counsel
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