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Air Force awards FIU $4.82 million to propel research on origami antennasEchoStar Announces Completion of the Spin-Off and Merger of its BSS Business


 

Sept. 10, 2019

EchoStar Corporation announced the completion of its previously announced spin-off and subsequent merger with DISH Network Corporation (NASDAQ:DISH) ("DISH") of the portion of its business that manages, markets and provides (i) broadcast satellite services primarily to DISH, Dish Mexico, S. de R.L. de C.V. and their respective subsidiaries and (ii) telemetry, tracking and control services to satellites owned by DISH and a portion of EchoStar's other businesses, and certain related assets and business operations (the "BSS Business").  The transaction was announced on May 20, 2019 and a record date of August 19, 2019 was announced on August 9, 2019.  The transaction is structured in a manner intended to be tax-free to EchoStar and its stockholders.

Mike Dugan, President and CEO of EchoStar said: "The conclusion of this transaction enables EchoStar to focus on the growing broadband market and other strategic opportunities."

Under the previously disclosed terms of the transaction, each holder of shares of Class A or Class B common stock of EchoStar who was entitled to receive the consideration in the transaction received one share of common stock of EchoStar BSS Corporation ("Newco"), a wholly-owned subsidiary of EchoStar that owned and operated the BSS Business as of the closing, for each share of EchoStar Class A or Class B common stock (together, the "EchoStar Common Stock") held by such holder (the "Distribution").  Immediately following the completion of the Distribution, BSS Merger Sub Inc., a direct wholly-owned subsidiary of DISH was merged with and into Newco (the "Merger"), with Newco continuing as a wholly-owned subsidiary of DISH.

As a result of the Distribution and the Merger, in addition to retaining the shares of EchoStar common stock they currently own, each EchoStar stockholder who was entitled to receive the consideration in the transaction received 0.23523769 shares of DISH Class A common stock for each share of common stock of Newco they received in the Distribution.  No fractional shares of DISH Class A common stock were issued in the Merger, and instead, EchoStar stockholders who were entitled to receive the consideration in the transaction will receive cash in lieu of any fractional shares of DISH Class A common stock. 

No action is required by EchoStar stockholders to receive the shares of DISH Class A common stock they are entitled to in the Merger.  EchoStar stockholders are not required to surrender their shares of EchoStar Common Stock or pay for any shares of DISH Class A common stock that they receive and will retain all of their shares of EchoStar Common Stock and their associated rights.

Two-Way trading for EchoStar and DISH Stock

EchoStar has been advised by Nasdaq that from the day following the record date for the Distribution until the close of business today, there have been two markets in EchoStar Class A common stock on theNasdaq: a "regular way" market under the ticker "SATS" (where a stockholder sells both its shares of EchoStar Class A common stock and its right to shares of DISH Class A common stock that it received in connection with the closing of the Merger) and an "ex-distribution" market under the ticker "SATSV" (where a stockholder sells only its shares of EchoStar Class A common stock).  EchoStar has also been informed by Nasdaq that from the day following the record date until the close of business today an EchoStar stockholder can also continue to sell its right to DISH Class A common stock that it received in connection with the closing of the Merger under the Nasdaq ticker symbol "DISHV."  Starting tomorrow, the "SATSV" and "DISHV" markets will be discontinued.  In all cases, investors are encouraged to consult with their financial advisors regarding the specific implications of any sales of EchoStar Class A common stock through the close of business today.

 

 

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