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EchoStar Corporation Announces Successful Completion of Various Transformative Strategic Transactions Positioning its Business for the Further Enhancement of its Nationwide Open RAN 5G Network

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EchoStar (SATS) has completed several strategic transactions to enhance its nationwide Open RAN 5G Network. The company secured overwhelming support from $5 billion of DISH Network convertible noteholders with over 96% participation in exchange offers. The transactions include the issuance of $2.3 billion in 6.75% Senior Spectrum Secured Exchange Notes and $1.9 billion in 3.875% Convertible Senior Notes, both due 2030. Additionally, EchoStar raised $5.2 billion through new Senior Spectrum Secured Notes and $400 million through a PIPE transaction. These moves significantly improve the company's debt maturity profile, leaving only $139 million in remaining debt maturities for 2024-2025.

EchoStar (SATS) ha completato diverse operazioni strategiche per migliorare la sua rete nazionale Open RAN 5G. L'azienda ha ottenuto un supporto straordinario da 5 miliardi di dollari di possessori di note convertibili di DISH Network con oltre il 96% di partecipazione nelle offerte di scambio. Le operazioni includono l'emissione di 2,3 miliardi di dollari in Note di Scambio Senior garantite da uno spettro al 6,75% e 1,9 miliardi di dollari in Note Senior Convertibili al 3,875%, entrambe in scadenza nel 2030. Inoltre, EchoStar ha raccolto 5,2 miliardi di dollari tramite nuove Note Senior garantite da uno spettro e 400 milioni di dollari attraverso una transazione PIPE. Questi movimenti migliorano significativamente il profilo di scadenza del debito dell'azienda, lasciando solo 139 milioni di dollari in scadenze di debito residue per il 2024-2025.

EchoStar (SATS) ha completado varias transacciones estratégicas para mejorar su red nacional Open RAN 5G. La compañía aseguró un apoyo abrumador de 5 mil millones de dólares de tenedores de notas convertibles de DISH Network, con más del 96% de participación en las ofertas de intercambio. Las transacciones incluyen la emisión de 2,3 mil millones de dólares en Notas de Intercambio Senior Garantizadas por Espectro al 6,75% y 1,9 mil millones de dólares en Notas Senior Convertibles al 3,875%, ambas con vencimiento en 2030. Además, EchoStar recaudó 5,2 mil millones de dólares a través de nuevas Notas Senior Garantizadas por Espectro y 400 millones de dólares a través de una transacción PIPE. Estos movimientos mejoran significativamente el perfil de vencimiento de deuda de la empresa, dejando solo 139 millones de dólares en vencimientos de deuda restantes para 2024-2025.

EchoStar (SATS)는 국가 차원의 Open RAN 5G 네트워크를 강화하기 위해 여러 전략적 거래를 완료했습니다. 회사는 50억 달러의 DISH Network 전환 가능 채권 보유자들로부터 압도적인 지지를 확보했으며, 교환 제안에 대한 참여율은 96%를 초과했습니다. 거래에는 23억 달러의 6.75% Senior Spectrum Secured Exchange Notes와 19억 달러의 3.875% Convertible Senior Notes가 모두 2030년에 만기가 됩니다. 또한, EchoStar는 신규 Senior Spectrum Secured Notes를 통해 52억 달러를 모집했으며, PIPE 거래를 통해 4억 달러를 추가로 조달했습니다. 이러한 조치는 회사의 부채 만기 프로필을 크게 개선하여 2024-2025년 동안 1억 3,900만 달러의 남은 부채 만기만을 남겨두게 됐습니다.

EchoStar (SATS) a complété plusieurs transactions stratégiques pour renforcer son réseau national Open RAN 5G. La société a obtenu un soutien écrasant de 5 milliards de dollars de la part des détenteurs de notes convertibles de DISH Network, avec plus de 96% de participation aux offres d'échange. Les transactions comprennent l'émission de 2,3 milliards de dollars en Senior Spectrum Secured Exchange Notes à 6,75% et de 1,9 milliard de dollars en Convertible Senior Notes à 3,875%, toutes deux échues en 2030. De plus, EchoStar a levé 5,2 milliards de dollars par le biais de nouvelles Senior Spectrum Secured Notes et 400 millions de dollars par le biais d'une transaction PIPE. Ces mouvements améliorent considérablement le profil d'échéance de la dette de l'entreprise, ne laissant que 139 millions de dollars de dettes restantes à venir pour 2024-2025.

EchoStar (SATS) hat mehrere strategische Transaktionen abgeschlossen, um sein landesweites Open RAN 5G-Netzwerk zu verbessern. Das Unternehmen erhielt überwältigende Unterstützung von 5 Milliarden Dollar der Inhaber von umwandelbaren Anleihen von DISH Network mit einer Teilnahmequote von über 96% an den Tauschangeboten. Zu den Transaktionen gehören die Emission von 2,3 Milliarden Dollar in 6,75% Senior Spectrum Secured Exchange Notes und 1,9 Milliarden Dollar in 3,875% Convertible Senior Notes, beide mit Fälligkeit im Jahr 2030. Darüber hinaus hat EchoStar 5,2 Milliarden Dollar durch neue Senior Spectrum Secured Notes und 400 Millionen Dollar durch eine PIPE-Transaktion aufgenommen. Diese Schritte verbessern signifikant das Fälligkeitsprofil der Schulden des Unternehmens, sodass nur noch 139 Millionen Dollar an verbleibenden Schuldenfälligkeiten für 2024-2025 übrig bleiben.

Positive
  • Secured $5.2 billion in fresh capital through new Senior Spectrum Secured Notes
  • Raised additional $400 million through PIPE transaction
  • Achieved 96% participation in exchange offers from existing noteholders
  • Reduced near-term debt maturities to only $139 million for 2024-2025
  • Successfully extended significant debt maturities to November 2030
Negative
  • Taking on new high-interest debt at 10.75% for Senior Spectrum Secured Notes
  • Substantial increase in total debt obligations
  • Higher interest expense burden due to new 6.75% and 3.875% notes

Insights

This comprehensive financial restructuring marks a significant transformation for EchoStar. The company has successfully executed multiple strategic transactions that substantially improve its financial position:

  • Secured $5.2 billion in fresh capital through new senior notes
  • Raised additional $400 million through PIPE transaction
  • Restructured approximately $5 billion of convertible notes with 96% participation rate
  • Reduced near-term debt obligations to just $139 million through 2025

The deals provide substantial liquidity for 5G network deployment while extending debt maturities to 2030, significantly de-risking the company's balance sheet. The strong participation in the exchange offers demonstrates investor confidence in EchoStar's spectrum assets and business strategy. The secured financing effectively addresses immediate debt concerns and positions the company for aggressive market expansion.

The strategic restructuring positions EchoStar as a more formidable competitor in the U.S. wireless market. The company's Open RAN 5G network approach represents a modern, cost-effective architecture compared to traditional cellular networks. With secured spectrum assets (AWS-3 and AWS-4) serving as collateral and substantial new capital for network deployment, EchoStar can accelerate its market entry while maintaining flexibility in vendor selection and network optimization. The focus on "profitable customer acquisition and retention" suggests a disciplined approach to market expansion rather than pursuing growth at any cost.

  • 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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SOURCE EchoStar Corporation

FAQ

How much fresh capital did EchoStar (SATS) raise in November 2024?

EchoStar raised $5.2 billion through new 10.75% Senior Spectrum Secured Notes and an additional $400 million through a PIPE transaction, totaling $5.6 billion in fresh capital.

What is the participation rate in EchoStar's (SATS) exchange offers?

Over 96% of existing DISH Network convertible noteholders participated in the exchange offers, representing $4.68 billion of Existing Convertible Notes.

What are EchoStar's (SATS) remaining debt maturities for 2024-2025?

EchoStar has only $139 million in remaining debt maturities for 2024 and 2025 following the completion of its strategic transactions.

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