SEC 8-K filings with transcript text
Feb 24, 2017
8-K 1 a8-kxearningsrelease.htm 8-K
Document
Washington, D.C. 20549 Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2017
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000 (Registrant’s telephone number, including area code)
(Exact name of registrant as specified in its charter)
333-179121
45-0897865
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000 (Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2017, EchoStar Corporation, a Nevada corporation, issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter and year ended December 31, 2016. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.
The information contained in this Item 2.02, including the related information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated February 24, 2017 issued by EchoStar Corporation regarding financial results for the quarter and full year ended December 31, 2016.
This document may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. When used in this report, the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “project,” “plans,” and similar expressions and the use of future dates are intended to identify forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements are subject to certain risks, uncertainties, and assumptions. See “Risk Factors” in EchoStar’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) and in the other documents EchoStar file with the SEC from time to time. The forward-looking statements speak only as of the date made, and EchoStar expressly disclaims any obligation to update these forward-looking statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 24, 2017 By: /s/ Dean A. Manson
Dean A. Manson
Executive Vice President, General Counsel and Secretary
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release dated February 24, 2017 issued by EchoStar Corporation regarding financial results for the quarter and full year ended December 31, 2016.
Jan 31, 2017
8-K 1 a8k13017v3.htm 8-K
Document
Washington, D.C. 20549 Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2017
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000 (Registrant’s telephone number, including area code)
(Exact name of registrant as specified in its charter)
333-179121
45-0897865
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On January 31, 2017, EchoStar Corporation (“EchoStar”) and certain subsidiaries of EchoStar entered into a Share Exchange Agreement (the “Share Exchange Agreement”) among DISH Network Corporation (“DISH”), DISH Network L.L.C., an indirect wholly owned subsidiary of DISH (“DNLLC”), DISH Operating L.L.C., a direct wholly owned subsidiary of DNLLC (“DOLLC” and, collectively with DISH and DNLLC, the “DISH Parties”), EchoStar, EchoStar Broadcasting Holding Parent L.L.C., a direct wholly owned subsidiary of EchoStar’s subsidiary Hughes Satellite Systems Corporation (“EB LLC”), EchoStar Broadcasting Holding Corporation, a direct wholly owned subsidiary of EB LLC (“EB Corp”), EchoStar Technologies Holding Corporation, a direct wholly owned subsidiary of EchoStar (“ET Corp”), and EchoStar Technologies L.L.C., a direct wholly owned subsidiary of EchoStar.
Pursuant to the Share Exchange Agreement, among other things: (i) EchoStar will receive all of the shares of EchoStar Tracking Stock (defined below) owned by DNLLC in exchange for 100% of the equity interests of ET Corp, which will hold that portion of the EchoStar Technologies business segment of EchoStar that (a) designs, develops and distributes secure end-to-end video technology solutions including digital set-top boxes and related products and technology, primarily for satellite TV service providers and telecommunication companies, (b) provides TV Anywhere technology through Slingbox® units directly to consumers via retail outlets and online, as well as to the pay-TV operator market, and (c) includes Move Networks, an over-the-top, Streaming Video on Demand platform business, which includes assets acquired from Sling TV Holding L.L.C. (formerly DISH Digital Holding L.L.C.) and primarily provides support services to DISH’s Sling TV™ operations, and (ii) EB LLC will receive all of the shares of HSS Tracking Stock (defined below) owned by DOLLC in exchange for 100% of the equity interests of EB Corp, which will hold EchoStar’s business of providing online video delivery and satellite video delivery for broadcasters and pay-TV operators, including satellite uplinking/downlinking, transmission services, signal processing, conditional access management and other services ((i) and (ii) collectively, the "Share Exchange"). The Share Exchange has been structured in a manner to be a tax-free exchange for each of EchoStar and DISH.
In March 2014, EchoStar and its subsidiary Hughes Satellite Systems Corporation (“HSS”) each issued shares of preferred stock (the “EchoStar Tracking Stock” and “HSS Tracking Stock,” respectively, and together, the “Tracking Stock”) to DNLLC and DOLLC, respectively. The Tracking Stock tracks the economic performance of the residential retail satellite broadband business of our Hughes segment, including certain operations, assets and liabilities attributed to such business (collectively, the “Hughes Retail Group” or “HRG”), and represents in the aggregate an 80.0% economic interest in the Hughes Retail Group (the EchoStar Tracking Stock representing a 51.89% and the HSS Tracking Stock representing a 28.11% economic interest in the Hughes Retail Group, respectively). For more information regarding the Tracking Stock, see Note 4 to the consolidated financial statements i
Jul 20, 2016
8-K 1 a16-15192_18k.htm 8-K
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2016 (July 19, 2016)
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
(Exact name of registrant as specified in its charter)
333-179121
45-0897865
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
EchoStar Corporation (“EchoStar”), the parent company of Hughes Satellite Systems Corporation (“HSSC”), and HSSC are furnishing certain information regarding HSSC for the quarter ended June 30, 2016 as set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The information contained in this Item 2.01 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 of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On July 19, 2016, EchoStar issued a press release announcing the intention of HSSC to commence an offering, subject to market and other conditions, of up to $1 billion in aggregate principal amount of senior secured and unsecured debt securities (together, the “Notes Offering”). The net proceeds of the offering are intended to be used for capital expenditures, working capital and other general corporate purposes. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
EchoStar and HSSC are also hereby furnishing the information as set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The Notes Offering is being conducted pursuant to a confidential offering memorandum in a private placement pursuant to Rule 144A and Regulation S under the Securities Act. The securities offered in the Notes Offering will not be and have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The information contained in this Item 7.01 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 Exchange Act.
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. Neither EchoStar nor HSSC undertakes any obligation to update forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated July 19, 2016 issued by EchoStar Corporation
Exhibit 99.2
Certain Information Regarding Hughes Satellite Systems Corporation
2
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 20, 2016
By:
/s/ Dean A. Manson
Dean A. Manson
Executive Vice President, General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release da
Feb 24, 2016
8-K 1 a16-5128_18k.htm 8-K
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2016
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2016, EchoStar Corporation, a Nevada corporation, issued a press release (the “Press Release”) announcing its results of operations and financial condition for the quarter and year ended December 31, 2015. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by this reference.
The information contained in this Item 2.02, including the related information set forth in the Press Release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated February 24, 2016 issued by EchoStar Corporation regarding financial results for the quarter and full year ended December 31, 2015.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 24, 2016
By:
/s/ Dean A. Manson
Dean A. Manson
Executive Vice President, General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release dated February 24, 2016 issued by EchoStar Corporation regarding financial results for the quarter and full year ended December 31, 2015.
4
Feb 23, 2012
8-K 1 a11-31128_48k.htm 8-K
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2012
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
(Exact name of registrant as specified in its charter)
Colorado
333-179121
45-0897865
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2012, EchoStar Corporation announced its preliminary unaudited financial results for the quarter and year ended December 31, 2011. A copy of EchoStar Corporation’s press release relating to such announcement, dated February 23, 2012, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 2.02 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated February 23, 2012
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: February 23, 2012
By:
/s/ Dean A. Manson
Dean A. Manson
Executive Vice President, General Counsel and Secretary
By:
/s/ Dean A. Manson
Dean A. Manson
Executive Vice President, General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release dated February 23, 2012
4
Dec 1, 2011
8-K 1 hss8_k.htm
hss8_k.htm
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2011
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112-5308
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
EchoStar Corporation is hereby furnishing certain financial information regarding its wholly-owned subsidiary Hughes Satellite Systems Corporation (“HSS”), formerly known as EH Holding Corporation, as set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The information contained in this Item 2.02 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 7.01 Regulation FD Disclosure.
HSS, a wholly-owned subsidiary of EchoStar Corporation and the parent company of newly acquired Hughes Communications, Inc., today posted certain of its financial information on EchoStar Corporation’s investor relations website at http://sats.client.shareholder.com/financials.cfm.
Such information is set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The information contained in this Item 7.01 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated November 30, 2011
Exhibit 99.2
Financial Information Regarding HSS
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 1, 2011
By:
/s/ Dean A. Manson
Dean A. Manson
Executive Vice President,
General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release dated November 30, 2011
Exhibit 99.2
Financial Information Regarding HSS
4
Sep 12, 2011
8-K 1 echostar8_k.htm
echostar8_k.htm
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2011
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
EchoStar Corporation is hereby furnishing certain financial information regarding its wholly-owned subsidiary EH Holding Corporation (“EHHC”) as set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The information contained in this Item 2.02 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure.
On September 12, 2011, EHHC, a wholly-owned subsidiary of EchoStar Corporation and the parent company of newly acquired Hughes Communications, Inc., posted certain of its financial information on EchoStar Corporation’s investor relations website at http://sats.client.shareholder.com/financials.cfm.
Such information is set forth on Exhibit 99.2 hereto, which is incorporated by reference herein.
The information contained in this Item 7.01 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Press release dated September 12, 2011
Exhibit 99.2
Financial Information Regarding EHHC
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 12, 2011
By:
/s/ R. Stanton Dodge
R. Stanton Dodge
Executive Vice President,
General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Press release dated September 12, 2011
Exhibit 99.2
Financial Information Regarding EHHC
4
May 11, 2011
8-K 1 a11-11884_28k.htm 8-K
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2011
(Exact name of registrant as specified in its charter)
001-33807
26-1232727
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
Identification No.)
80112
(Address of principal executive offices)
(Zip Code)
(303) 706-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
EchoStar Corporation is hereby furnishing certain information regarding the business of its wholly-owned subsidiary EH Holding Corporation (“EHHC”) as set forth on Exhibit 99.1 hereto, which is incorporated by reference herein.
The information contained in this Item 2.02 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure.
On May 11, 2011, EchoStar Corporation, the parent company of EHHC, issued a press release announcing the commencement by EHHC of a private placement of $1 billion in aggregate principal amount of EHHC’s Senior Secured Notes due 2019 and $800 million in aggregate principal amount of EHHC’s Senior Notes due 2021 (together, the “Notes Offering”). The Notes Offering is being conducted pursuant to a confidential offering memorandum in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated by reference herein.
The securities offered in the Notes Offering have not been registered under Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the notes; nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
EchoStar Corporation is also hereby furnishing certain information regarding EHHC’s business as set forth on Exhibit 99.1 hereto, which is incorporated by reference herein.
The information contained in this Item 7.01 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 of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Certain Information Regarding EHHC’s Business
Exhibit 99.2
Press release dated May 11, 2011
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 11, 2011
By:
/s/ R. Stanton Dodge
R. Stanton Dodge
Executive Vice President, General Counsel and Secretary
3
Exhibit Index
Exhibit No.
Description
Exhibit 99.1
Certain Information Regarding EHHC’s Business
Exhibit 99.2
Press release dated May 11, 2011
4
This page provides EchoStar Corporation (SATS) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on SATS's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.