Item 8.01 Other Events
On December 17, 2020, DISH Network Corporation ("DISH Network") issued a press
release announcing that on December 16, 2020, it priced an offering of $2
billion aggregate principal amount of 0% Convertible Notes due 2025 (the
"Notes"). The Notes will mature on December 15, 2025. The Notes will not bear
regular interest, and the principal amount of the Notes will not accrete. The
Notes will be convertible under certain circumstances and during certain periods
into DISH Network's Class A Common Stock at an initial conversion rate of
24.4123 shares of DISH Network's Class A Common Stock per $1,000 principal
amount of Notes, equivalent to an initial conversion price of approximately
$40.96 per share. Upon any conversion, DISH Network will settle its conversion
obligation in cash, shares of its Class A Common Stock or a combination of cash
and shares of its Class A Common Stock, at its election. In connection with the
offering, DISH Network also granted the initial purchaser of the Notes a 30-day
option to purchase up to an additional $300 million in aggregate principal
amount of the Notes. The net proceeds of the offering are intended to be used
for general corporate purposes, including 5G network buildout costs.
DISH Network placed the Notes in a private placement under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). The Notes and shares
of DISH Network's Class A Common Stock issuable upon the conversion of the
Notes, if any, have not been and will not be 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
registration requirements.
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 does not undertake any obligation to update
forward-looking statements.
See Press Release, dated December 17, 2020, "DISH Network Places Offering of $2
Billion in Convertible Notes," attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release "DISH Network Places Offering of $2 Billion in
Convertible Notes" dated December 17, 2020
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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