DISH Network (DISH) Unit Sells $1.5B of Senior Debt in Private Placement

December 27, 2012 4:14 PM EST
On December 27, 2012, DISH DBS Corporation (the “Company”), an indirect wholly-owned subsidiary of DISH Network Corporation (Nasdaq: DISH), entered into an indenture (the “Indenture”), among the Company, the guarantors named on the signature page thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), relating to the Company’s issuance of $1,500,000,000 aggregate principal amount of its 5% Senior Notes due 2023 (the “Notes”) at an issue price of 100%.

On December 27, 2012, the Company issued $1,500,000,000 aggregate principal amount of the Notes pursuant to the Indenture at an issue price of 100%. The Notes were sold in a private placement to (1) “qualified institutional buyers” in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (2) outside the United States to persons who are not “U.S. persons” (as defined in Rule 902 of Regulation S under the Securities Act) in compliance with Regulation S under the Securities Act.

The Notes bear interest at a rate of 5% per annum and mature on March 15, 2023. Interest on the Notes will be payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2013, to the holders of record of such Notes at the close of business on March 1 or September 1, respectively, preceding such interest payment date. The Indenture contains covenants that will limit the Company’s ability and, in certain instances, the ability of certain of the Company’s subsidiaries, to, among other things: (i) incur additional debt; (ii) pay dividends or make distributions on the Company’s capital stock or repurchase the Company’s capital stock; (iii) make certain investments; (iv) create liens or enter into sale and leaseback transactions; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets. These covenants include certain exceptions.

The Company, at its option, may at any time and from time to time redeem all or any portion of the Notes on not less than 30 and not more than 60 days’ prior notice mailed to the holders of the Notes to be redeemed. The Notes will be redeemable at a price equal to the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the Indenture. The Company, at any time prior to March 15, 2016, may also redeem up to 35% of the Notes at a purchase price equal to 105% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, as of the date of redemption with the net cash proceeds from certain equity offerings or capital contributions.

The Indenture provides for customary events of default, including: nonpayment, breach of the covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy, insolvency and reorganization. If any event of default occurs and is continuing under the Indenture, the trustee or the holders of at least 25% in principal amount of the then outstanding Notes issued pursuant to the Indenture may declare all the Notes issued pursuant to the Indenture to be due and payable immediately, together with interest, if any, accrued thereon.

Under the terms of a Registration Rights Agreement, the Company has agreed to register notes having substantially identical terms as the Notes with the Securities and Exchange Commission as part of an offer to exchange freely tradable exchange notes for the Notes.

The description set forth above is qualified in its entirety by the Indenture and the Registration Rights Agreement filed herewith as exhibits.

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