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)

© Edgar Online, source Glimpses