UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 8.01 Other Events.
As previously disclosed in the Current Report on Form 8-K filed by DISH Network Corporation, a Nevada corporation (“DNC”), with the Securities and Exchange Commission (the “SEC”) on May 20, 2019 and subsequent periodic filings of DNC, DNC entered into a Master Transaction Agreement (the “Master Transaction Agreement”) on May 19, 2019 with BSS Merger Sub Inc., a Delaware corporation (“Merger Sub”), EchoStar Corporation, a Nevada corporation (“EC”) and EchoStar BSS Corporation, a Delaware corporation and a wholly-owned subsidiary of EC (“Newco”). A copy of the Master Transaction Agreement was filed by DNC with the SEC on July 29, 2019 as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.
Effective September 10, 2019, upon the terms and subject to the conditions set forth in the Master Transaction Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, Merger Sub merged with and into Newco (the “Merger”) with the separate corporate existence of Merger Sub ceasing to exist and Newco continuing its existence under Delaware law as the surviving corporation in the Merger and a direct wholly-owned subsidiary of DNC. As a result of, and in consideration for, the Merger, on September 10, 2019, DNC issued 22,937,188 shares of its Class A common stock (the “DNC Shares”), par value $0.01 per share to the holders of common stock, par value $0.001 per share, of Newco (the “Newco Shares”) on the basis of a ratio of 0.23523769 DNC Shares for each outstanding Newco Share, as set forth in the Master Transaction Agreement.
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.
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| DISH NETWORK CORPORATION
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Date: September 10, 2019 | By: | /s/ Timothy A. Messner | |
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| Timothy A. Messner Executive Vice President and General Counsel | |
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