EchoStar Corp. (NASDAQ: SATS) to merge with DISH Network (NASDAQ: DISH) for 2.85 shares of DISH for each SATS share ($21.774/share for SATS based on yesterday's closing price).

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On August 6, 2023, representatives of a special transaction committee of independent directors of the Board of Directors of DISH Network (the “DISH Special Committee”) updated Mr. Ergen regarding negotiations between the DISH Special Committee and a special committee of the Board of Directors of EchoStar (the “EchoStar Special Committee”) concerning a proposed stock-for-stock merger involving DISH Network and EchoStar (the “Proposed Transaction”). The DISH Special Committee representatives advised Mr. Ergen that the DISH Special Committee remained in negotiations regarding terms of the proposed merger and associated merger agreement and had not made any determination as to whether to recommend the Proposed Transaction to the Board of Directors of DISH Network, as the two special committees had not reached agreement on certain material issues. The representatives of the DISH Special Committee inquired as to whether the Reporting Persons would support the Proposed Transaction, if it were recommended by the DISH Special Committee and approved by the Board of Directors of DISH Network, and advised Mr. Ergen that it would not recommend the Proposed Transaction to the Board of Directors of DISH Network without securing the support from the Reporting Persons. Mr. Ergen informed the representatives of the DISH Special Committee that the Reporting Persons were prepared to negotiate the terms of the support requested by the DISH Special Committee in connection with the Proposed Transaction.

On August 8, 2023, EchoStar entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DISH Network, and Eagle Sub Corp, a Nevada corporation and a wholly owned subsidiary of DISH (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, DISH Network will acquire EchoStar by means of a merger of Merger Sub with and into EchoStar (the “Merger”), with EchoStar surviving the Merger as a wholly-owned subsidiary of DISH Network. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of EchoStar Class A Common Stock outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of DISH Network Class A Common Stock, equal to 2.85 (the “Exchange Ratio”). On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time of the Merger, each share of EchoStar Class B Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of DISH Network Class B Common Stock, equal to the Exchange Ratio. The DISH Network Common Stock to be issued to the Reporting Persons as part of the Merger consideration will be issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The description contained in this Item 4 of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is described in EchoStar’s Current Report on Form 8-K filed with the Securities and Exchange Act on August 8, 2023 and is incorporated herein by reference.

After negotiations with the DISH Special Committee and concurrently with the entry into the Merger Agreement, on August 8, 2023, the Reporting Persons, the Ergen Two-Year December 2021 DISH GRAT, the Ergen Two-Year December 2022 DISH GRAT, the Ergen Two-Year May 2023 DISH GRAT and the Ergen Two-Year June 2023 DISH GRAT (the “Ergen DISH Stockholders”), DISH Network and EchoStar entered into a support agreement (the “Support Agreement”). Pursuant to the Support Agreement, the Reporting Persons and the Ergen DISH Stockholders have agreed, among other things: (a) not to transfer shares of DISH Common Stock or EchoStar Common Stock prior to the earlier of the Effective Time and the termination of the Merger Agreement in accordance with the terms thereof, subject to certain limited exceptions; (b) to comply with certain obligations of the parties contained in the Merger Agreement; and (c) for a period of three (3) years after closing of the Merger, to not vote the Reporting Persons’ DISH Network Class A Common Stock in any matters submitted to a vote of both the holders of DISH Network Class A Common Stock and DISH Network Class B Common Stock, excluding any DISH Network Class A Common Stock acquired by the Reporting Person’s after closing of the Merger. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, which is described in EchoStar’s Current Report on Form 8-K filed with the Securities and Exchange Act on August 8, 2023 and is incorporated herein by reference.

The Merger, if consummated, could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of DISH Network and/or EchoStar, a merger or other extraordinary transaction involving DISH Network and EchoStar, a change to the present Board of Directors of DISH Network and/or EchoStar, a change to the present capitalization or dividend policy of DISH Network and/or EchoStar, the delisting of EchoStar’s securities from NASDAQ, and a class of equity securities of EchoStar becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.