--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-000089" form_type: "8-K" ticker: "SATS" cik: "0001415404" company_name: "EchoStar CORP" filed_at: "2024-01-02T23:59:59+00:00" generated_at: "2026-06-07T05:11:41.722756+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # EchoStar completes acquisition of DISH Network; all-share merger closes Dec 31, 2023 ## Summary - Merger closed Dec 31, 2023; each DISH share converted into 0.350877 EchoStar Class A share; DISH now a wholly owned subsidiary. - Board expanded to 11; six new directors from DISH; prior directors Dugan, Kaul, Schroeder, Tarr resigned. - Executive leadership updated: Charles Ergen remains Chairman; Hamid Akhavan CEO; Paul Orban appointed CFO and principal accounting officer. - Registration rights granted to Ergen stockholders; DISH convertible note indentures amended to reflect conversion into EchoStar shares. ## SEC filing metadata - accession: 0001104659-24-000089 - form_type: 8-K - ticker: SATS - cik: 0001415404 - company_name: EchoStar CORP - filed_at: 2024-01-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/tm2333745d3_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-000089 - JSON: https://secwatch.observer/filing/0001104659-24-000089.json - Plain text: https://secwatch.observer/filing/0001104659-24-000089.txt ## Key facts - Executive change Jeffrey R. Tarr resigned as Director at EchoStar CORP. - Action: resigned - Role: Director source text: each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Pradman P. Kaul resigned as Director at EchoStar CORP. - Action: resigned - Role: Director source text: each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Michael T. Dugan resigned as Director at EchoStar CORP. - Action: resigned - Role: Director source text: each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change George R. Brokaw was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Kathleen Q. Abernathy was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Cantey M. Ergen was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Stephen J. Bye was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Hamid Akhavan was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change Tom A. Ortolf was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change C. Michael Schroeder resigned as Director at EchoStar CORP. - Action: resigned - Role: Director source text: each of Michael T. Dugan, Pradman P. Kaul, C. Michael Schroeder and Jeffrey R. Tarr submitted his resignation from the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Executive change James DeFranco was appointed as Director at EchoStar CORP. - Action: appointed - Role: Director source text: appointed to the Board Hamid Akhavan, President and Chief Executive Officer of EchoStar, as well as the following persons, each of whom served on the board of directors of DISH (the “DISH Board”) immediately prior to the Effective Time: Kathleen Q. Abernathy, Cantey M. Ergen, Stephen J. Bye, James DeFranco, George R. Brokaw and Tom A. Ortolf. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Governance Changes EchoStar CORP: Amended bylaws to increase maximum board size to eleven directors. - Change: bylaw amendment source text: the bylaws of EchoStar were amended to increase by one director the maximum size of the Board, such that the bylaws provide that the number of directors of EchoStar will be not less than three nor more than eleven. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - M&A Transactions EchoStar CORP underwent a change of control involving DISH Network Corporation for 0.350877 shares of EchoStar Class A Common Stock per share (closed 2023-12-31). - Action: change of control - Counterparty: DISH Network Corporation - Consideration: 0.350877 shares of EchoStar Class A Common Stock per share - 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. 2 The foregoing evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Material Agreements EchoStar CORP amended Warrant Amendment Letter Agreement and Warrant Guarantee with Each Dealer (Deutsche Bank AG, Barclays Bank PLC, JPMorgan Chase Bank, Goldman Sachs & Co. LLC) valued at Changed DISH Warrants to purchase EchoStar Class A Common Stock and EchoStar guaranteed obligations (effective 2023-12-31). - Action: amendment - Counterparty: Each Dealer (Deutsche Bank AG, Barclays Bank PLC, JPMorgan Chase Bank, Goldman Sachs & Co. LLC) - Value: Changed DISH Warrants to purchase EchoStar Class A Common Stock and EchoStar guaranteed obligations - Effective: 2023-12-31 source text: In connection with the completion of the Merger, 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 Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Material Agreements EchoStar CORP entered into Registration Rights Agreement with Ergen Stockholders valued at Provides registration rights for EchoStar Common Stock (effective 2023-12-31). - Action: entry - Counterparty: Ergen Stockholders - Value: Provides registration rights for EchoStar Common Stock - Effective: 2023-12-31 source text: The Registration Rights Agreement provides the Ergen Stockholders, and their affiliates who become parties thereto, with certain registration rights relating to the shares of EchoStar Class A Common Stock, par value $0.001 per share (“EchoStar Class A Common Stock”), and EchoStar Class B Common Stock, par value $0.001 per share (“EchoStar Class B Common Stock” and, together with EchoStar Class A Common Stock, “EchoStar Common Stock”), which they beneficially own, including (i) the right to demand shelf registration as well as registration on long and short form registration statements and (ii) “piggyback” registration rights to be included in future registered offerings by EchoStar of its equity securities, in each case, subject to certain requirements and customary conditions. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm - Material Agreements EchoStar CORP entered into First Supplemental Indentures with U.S Bank Trust Company, National Association valued at Changed conversion rights of DISH Notes into EchoStar Class A Common Stock (effective 2023-12-29). - Action: entry - Agreement: notes offering - Counterparty: U.S Bank Trust Company, National Association - Value: Changed conversion rights of DISH Notes into EchoStar Class A Common Stock - Effective: 2023-12-29 source text: The First Supplemental Indentures provide that, as of the Effective Time (as defined below), the right of the holders of the DISH Notes that were outstanding as of the completion of the Merger to convert each $1,000 principal amount of such DISH Notes into shares of DISH Class A Common Stock, par value $0.01 per share (“DISH Class A Common Stock”) was changed into a right to convert such principal amount of DISH Notes into the number of shares of EchoStar Class A Common Stock that a holder of a number of shares of DISH Class A Common Stock equal to the applicable Conversion Rate (as defined in the applicable Indenture) would have been entitled to receive upon the completion of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1415404/000110465924000089/0001104659-24-000089-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.