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United States securities and exchange commission logo
January 30, 2024
Dean A. Manson
Chief Legal Officer and Secretary
DISH Network CORP
EchoStar Corporation
100 Inverness Terrace East
Englewood, Colorado 80112
Re: DISH Network CORP
EchoStar
Corporation
SC TO-I filed
January 16, 2024
File No. 005-46313
Dear Dean A. Manson:
We have conducted a limited review of your filing for compliance
with the tender offer
rules. Our comments follow. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional
comments. Defined terms used herein have the same meaning as in your
filing.
Schedule TO-I Filed January 16, 2024
Item 4. Terms of the Transaction, page 3
1. Refer to the following
disclosure on page 39 of the Prospectus: "Notwithstanding any
other provisions of the
exchange offers, EchoStar will not be required to accept for
exchange or to exchange
the Existing Notes validly tendered (and not validly withdrawn)
pursuant to the
exchange offers, and may, at its sole discretion, terminate the exchange
offers or delay or
refrain from accepting for exchange or exchanging the Existing Notes
for any reason,
including if the General Conditions shall not have been satisfied or
waived." Please revise
to remove the implication that the exchange offers may be
terminated at any time
and for any reason and regardless of whether any of the offer
conditions have been
triggered.
Dean A. Manson
FirstName LastNameDean A. Manson
DISH Network CORP
Comapany
January 30,NameDISH
2024 Network CORP
January
Page 2 30, 2024 Page 2
FirstName LastName
2. We note the inclusion on page 40 of the Prospectus of a condition that
will be triggered by
"any general suspension, or limitation on prices for, trading in
securities in the United
States securities or financial markets." Please revise to explain what
would be considered
a limitation on prices for securities in the U.S. securities or
financial markets.
3. The disclosure on page 40 of the Prospectus includes a condition that
will be triggered by
"the commencement of a war, armed hostilities, terrorist acts or other
national or
international calamity directly or indirectly involving the United
States" (emphasis
added). The broad wording of this offer condition may raise illusory
offer concerns under
Regulation 14E. Please revise to narrow or qualify this condition by
explaining what
would constitute "indirect involvement" of the United States, or
delete such language. In
this regard, we also note a condition that will be triggered by "any
epidemic, pandemic or
disease outbreak (including the COVID-19 virus or any other highly
infectious or
contagious disease)."
4. We note the following disclosure on page 40 of the Prospectus: "These
conditions are for
our sole benefit and may be asserted by us or may be waived by us,
including any action
or inaction by us giving rise to any condition, in whole or in part at
any time and from
time to time, at our sole discretion." All offer conditions must be
objective and outside the
control of the offeror in order to avoid illusory offer concerns under
Regulation 14E.
Please revise the language throughout your document relating to the
circumstances that
may "trigger" an offer condition to avoid the implication that they
may be within the
Company's control. See Question 101.02 of the Division of Corporation
Finance's "Tender
Offer Rules and Schedules" Compliance and Disclosure Interpretations.
Further, when an
offer condition is triggered, a bidder must promptly notify
subject security holders
whether it intends to waive that condition and proceed with the offer,
or assert the
condition and terminate it. Please revise your disclosure accordingly.
5. Refer to the disclosure on page 45 of the Prospectus that "All
questions as to the validity,
form, eligibility (including time of receipt) and acceptance for
exchange of any tender or
withdrawal of Existing Notes in connection with the exchange offers
will be determined
by us, in our sole discretion, and our determination will be final and
binding." Please
revise this and similar statements throughout your materials to
include a qualifier
indicating that stockholders are not foreclosed from challenging your
determination in a
court of competent jurisdiction.
6. Refer to the first bullet point on page 44 of the Prospectus stating
that a tendering holder
"releases and discharges EchoStar, DISH Network, and the trustee of
the Existing Notes
from any and all claims that the holder may have, now or in the
future, arising out of or
related to the Existing Notes tendered thereby..." Please revise this
statement to comply
with Section 29(a) of the Securities Exchange Act of 1934.
General
7. Please revise the disclosure in the Prospectus to define the term
"Spectrum Collateral."
Dean A. Manson
DISH Network CORP
January 30, 2024
Page 3
8. It does not appear that you have provided separate financial
statements with respect to the
subsidiaries guarantors or summarized financial information of each
issuer and guarantor
of the guaranteed debt securities pursuant to Rule 13-01 of Regulation
S-X. Please note
that at the time of its effectiveness, your Registration Statement
must comply with the
disclosure requirements for subsidiary guarantors set forth in Rules
3-10 and 13-01 of
Regulation S-X. Please revise the Registration Statement to include
such information or
tell us why you believe such information is not required.
9. The safe harbor for forward-looking statements provided in the Private
Securities
Litigation Reform Act by its terms does not apply to statements made
in connection with a
tender offer. Please revise the disclosure in the Prospectus
accordingly.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at 202-
551-3263.
FirstName LastNameDean A. Manson Sincerely,
Comapany NameDISH Network CORP
Division of
Corporation Finance
January 30, 2024 Page 3 Office of Mergers
& Acquisitions
FirstName LastName