Item 7.01 Regulation FD Disclosure.
Offering of debt securities
On January 17, 2023, DISH Network Corporation ("DISH Network") issued a press
release announcing its intention to offer, subject to market and other
conditions, approximately $500 million aggregate principal amount of its senior
secured notes. The notes will only be offered and sold to persons reasonably
believed to be qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and in offshore
transactions in accordance with Regulation S under the Securities Act. The net
proceeds of the offering are intended to be used for general corporate purposes,
including the buildout of wireless infrastructure. The notes will be secured by
certain assets of certain DISH Network subsidiaries.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
In addition, on January 17, 2023, as required pursuant to that certain
Indenture, dated November 15, 2022 (the "Indenture"), by and among the Company,
the guarantors party thereto and U.S. Bank Trust Company, National Association,
as trustee (in such capacity, the "Trustee") and collateral agent, DISH Network
delivered to the Trustee a written certificate certifying that the Company had
satisfied the required LTV Ratio (as defined in the Indenture) as of the date of
an independent appraisal of the Spectrum Collateral (as defined in the
Indenture), which was delivered as part of the certificate. Based on the
independent appraisal, the LTV Ratio was not greater than 0.35 to 1.00 and the
fair market value of the Spectrum Collateral was $10.04 billion.
Preliminary operating metrics as of and for the year ended December 31, 2022
On January 17, 2023, DISH Network announced certain preliminary estimated
operating metrics as of and for the year ended December 31, 2022. Such
preliminary estimated operating metrics are attached hereto as Exhibit 99.2 and
incorporated herein by reference.
The information contained in this Item 7.01, including Exhibits 99.1 and 99.2,
is being furnished and shall not be deemed "filed" with the Securities and
Exchange Commission or otherwise incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act or the
Securities Exchange Act of 1934, as amended.
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. DISH Network undertakes no obligation to update
forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release "DISH Network Announces Secured Debt Offering" dated
January 17, 2023
Exhibit 99.2 Preliminary estimated operating metrics as of and for the year ended
December 31, 2022
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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