--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-000088" form_type: "8-K" ticker: null cik: "0001001082" company_name: "DISH Network CORP" filed_at: "2024-01-02T23:59:59+00:00" generated_at: "2026-06-07T05:01:10.159921+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # EchoStar completes acquisition of DISH Network; DISH shares converted at 0.350877 ratio ## Summary - Each DISH Class A and C share converted into 0.350877 EchoStar Class A shares; Class B into EchoStar Class B at same ratio. - DISH Class A common stock to be delisted from Nasdaq; Form 15 to terminate SEC registration will be filed. - DISH convertible notes (3.375% 2026, 2.375% 2024, 0% 2025) adjusted: conversion rights now into EchoStar shares at specified rates. - DISH board replaced by Charles Ergen, Hamid Akhavan, Tom Ortolf; executive officers: Hamid Akhavan (President), Tom Ortolf (Secretary & Treasurer). - DISH articles of incorporation and bylaws amended and restated effective at the merger close. ## SEC filing metadata - accession: 0001104659-24-000088 - form_type: 8-K - cik: 0001001082 - company_name: DISH Network CORP - filed_at: 2024-01-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/tm2333859d17_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-000088 - JSON: https://secwatch.observer/filing/0001104659-24-000088.json - Plain text: https://secwatch.observer/filing/0001104659-24-000088.txt ## Key facts - Executive change Charles W. Ergen was appointed as Director at DISH Network CORP. - Action: appointed - Role: Director source text: The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Executive change Hamid Akhavan was appointed as Director at DISH Network CORP. - Action: appointed - Role: Director source text: The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Executive change Hamid Akhavan was appointed as President at DISH Network CORP. - Action: appointed - Role: President source text: The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Executive change Tom A. Ortolf was appointed as Director at DISH Network CORP. - Action: appointed - Role: Director source text: The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Executive change Tom A. Ortolf was appointed as Secretary and Treasurer at DISH Network CORP. - Action: appointed - Role: Secretary and Treasurer source text: The executive officers of DISH immediately following the Effective Time are as follows: Name Title Hamid Akhavan President Tom A. Ortolf Secretary and Treasurer evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1001082/000110465924000088/0001104659-24-000088-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.