secwatch / observer
8-K filed January 2, 2024, 6:59 PM ET CIK 0001001082
M&A confidence high sentiment neutral materiality 0.85

DISH Network CORP: M&A transaction — EchoStar completes acquisition of DISH Network; DISH shares converted at 0.350877 ratio

DISH Network CORP

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Charles W. Ergen

Director
DISH Network CORP
Filed
January 2, 2024, 6:59 PM ET
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
Appointed

Hamid Akhavan

Director
DISH Network CORP
Filed
January 2, 2024, 6:59 PM ET
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
Appointed

Hamid Akhavan

President
DISH Network CORP
Filed
January 2, 2024, 6:59 PM ET
The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer
Appointed

Tom A. Ortolf

Director
DISH Network CORP
Filed
January 2, 2024, 6:59 PM ET
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
Appointed

Tom A. Ortolf

Secretary and Treasurer
DISH Network CORP
Filed
January 2, 2024, 6:59 PM ET
The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Charles W. Ergen was appointed as Director at DISH Network CORP.

Action
appointed
Role
Director
Exact text from the filing
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Hamid Akhavan was appointed as Director at DISH Network CORP.

Action
appointed
Role
Director
Exact text from the filing
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Hamid Akhavan was appointed as President at DISH Network CORP.

Action
appointed
Role
President
Exact text from the filing
The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tom A. Ortolf was appointed as Director at DISH Network CORP.

Action
appointed
Role
Director
Exact text from the filing
The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tom A. Ortolf was appointed as Secretary and Treasurer at DISH Network CORP.

Action
appointed
Role
Secretary and Treasurer
Exact text from the filing
The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

DISH Network CORP underwent a change of control involving EchoStar Corporation for 0.350877 shares of EchoStar Class A Common Stock per share of DISH Class A Common Stock (closed 2023-12-31).

Action
change of control
Counterparty
EchoStar Corporation
Consideration
0.350877 shares of EchoStar Class A Common Stock per share of DISH Class A Common Stock
Closing
2023-12-31
Exact text from the filing
to receive upon the completion of the Merger. Upon the completion of the Merger, each then-outstanding share of DISH Class A Common Stock was converted into the right to receive 0.350877 shares of EchoStar Common Stock, resulting in an adjusted Conversion Rate of 4.2677 for the 0% Notes, 8.5657 for the 2.375% Notes and 5.3835 for the 3.375% Notes. The foregoing
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DISH Network CORP entered into Warrant Amendment Letter Agreement and Warrant Guarantee with each of Deutsche Bank AG, London Branch, through its agent Deutsche Bank Securities Inc., Barclays Bank PLC, through its agent Barclays Capital Inc., JPMorgan Chase Bank, National Association, London Branch and Goldman Sachs & Co. LLC (f/k/a Goldman, Sachs & Co.) (each, a “Dealer”) (effective 2023-12-31).

Action
entry
Counterparty
each of Deutsche Bank AG, London Branch, through its agent Deutsche Bank Securities Inc., Barclays Bank PLC, through its agent Barclays Capital Inc., JPMorgan Chase Bank, National Association, London Branch and Goldman Sachs & Co. LLC (f/k/a Goldman, Sachs & Co.) (each, a “Dealer”)
Effective
2023-12-31
Exact text from the filing
on December 31, 2023, EchoStar and DISH entered into a Warrant Amendment Letter Agreement and Warrant Guarantee with each Dealer, pursuant to which, at the Effective Time, each Dealer’s right to purchase shares of DISH Class A Common Stock pursuant to the applicable DISH Warrants was changed into a right to purchase shares of EchoStar Class A Common Stock, and EchoStar guaranteed all of DISH’s obligations under the applicable DISH Warrants Agreements.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DISH Network CORP entered into Note Hedge Amendment Letter Agreement with each of the Dealers (effective 2023-12-31).

Action
entry
Counterparty
each of the Dealers
Effective
2023-12-31
Exact text from the filing
on December 31, 2023, EchoStar and DISH entered into a Note Hedge Amendment Letter Agreement with each of the Dealers with respect to call option transactions for DISH Class A Common Stock (“Note Hedges”) purchased by DISH in connection with the sale of the DISH 3.375% Notes.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

DISH Network CORP entered into First Supplemental Indentures with U.S Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (effective 2023-12-29).

Action
entry
Agreement
notes offering
Counterparty
U.S Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee
Effective
2023-12-29
Exact text from the filing
EchoStar, DISH and U.S Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, entered into (i) the First Supplemental Indenture to that certain Indenture, dated as of August 8, 2016, pursuant to which DISH issued 3.375% convertible notes due 2026 (the “DISH 3.375% Notes”), (ii) the First Supplemental Indenture to that certain Indenture, dated as of March 17, 2017, pursuant to which DISH issued 2.375% convertible notes due 2024 (the “DISH 2.375% Notes”) and (iii) the First Supplemental Indenture (together with the First Supplemental Indentures referred to in clauses (i) and (ii) above, the “First Supplemental Indentures”) to that certain Indenture, dated as of December 21, 2020, pursuant to which DISH issued 0% convertible notes due 2025 (the “DISH 0% Notes” and, together with the DISH 3.375% Notes and the DISH 2.375% Notes, the “DISH Notes”).
View on SEC.gov

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Source: SEC EDGAR
accession 0001104659-24-000088
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