0001001082false00010010822023-10-152023-10-15

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2023 (October 15, 2023)

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

001-39144
(Commission File Number)

Nevada

88-0336997

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard

Englewood, Colorado

80112

(Address of principal executive offices)

(Zip code)

(303723-1000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

DISH

The Nasdaq Stock Market L.L.C.

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Item 1.01 Entry into a Material Definite Agreement.

 

Amendment to Spectrum Purchase Agreement with T-Mobile

As previously disclosed in DISH Network Corporation’s (“DISH Network” or “we”) public filings, we and T-Mobile US, Inc. (“T-Mobile”) have previously entered into a spectrum purchase agreement for the option to purchase all of Sprint’s 800 MHz spectrum licenses for approximately $3.59 billion (the “License Purchase Agreement”).  The description of the License Purchase Agreement in those public filings is hereby incorporated by reference.  

On October 15, 2023, we and T-Mobile entered into an amendment to the License Purchase Agreement (the “Amendment”) that modifies the License Purchase Agreement.

The Amendment, among other things, extends the date by which DISH Network may purchase the spectrum to April 1, 2024 (the “Extension”).  In connection with the Extension, DISH Network agreed to make an upfront payment of $100 million (the “Upfront Payment”) to T-Mobile within three business days from the date the United States District Court for the District of Columbia (the “District Court”) enters an Amended Final Judgment.  The Upfront Payment is fully creditable against the purchase price in the event DISH Network exercises its option to purchase the spectrum from T-Mobile.  T-Mobile has the right (but not the obligation) to pursue an alternative offer between now and April 1, 2024 provided that DISH Network retains the first right to purchase the spectrum before April 1, 2024.  

The Amendment also resolves all outstanding disputes between the parties with respect to the License Purchase Agreement.

The Amendment has been approved by the United States Department of Justice, Antitrust Division (the “DOJ”) in accordance with the Stipulation and Order filed in the District Court on July 26, 2019 and the Final Judgment entered by the District Court on April 1, 2020.  The Amendment will become effective upon the District Court enters an Amended Final Judgment.  

The description of the Amendment above is not complete and is qualified in its entirety by the actual terms of the Amendment, a copy of which will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: October 19, 2023

DISH NETWORK CORPORATION



 

By:  

/s/ Timothy A. Messner

 

 

Timothy A. Messner

Executive Vice President, General Counsel and

 

 

Corporate Secretary

 

 

 

 

 

 

v3.23.3
Document and Entity Information
Oct. 15, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Oct. 15, 2023
Securities Act File Number 001-39144
Entity Registrant Name DISH NETWORK CORPORATION
Entity Incorporation, State or Country Code NV
Entity Tax Identification Number 88-0336997
Entity Address, Address Line One 9601 South Meridian Boulevard
Entity Address, State or Province CO
Entity Address, City or Town Englewood
Entity Address, Postal Zip Code 80112
City Area Code 303
Local Phone Number 723-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.01 par value
Trading Symbol DISH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001001082
Amendment Flag false
v3.23.3
N-2
Oct. 15, 2023
Cover [Abstract]  
Entity Central Index Key 0001001082
Amendment Flag false
Securities Act File Number 001-39144
Document Type 8-K
Entity Registrant Name DISH NETWORK CORPORATION
Entity Address, Address Line One 9601 South Meridian Boulevard
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code 303
Local Phone Number 723-1000
Entity Emerging Growth Company false

DISH Network (NASDAQ:DISH)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more DISH Network Charts.
DISH Network (NASDAQ:DISH)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more DISH Network Charts.