Correspondence 0001104659-24-011670 from EchoStar CORP (SATS) (CIK 0001415404) (SATS)
EchoStar CORP (SATS) (CIK 0001415404)
Date: Feb. 7, 2024 · CIK: 0001415404 · Accession: 0001104659-24-011670
AI Filing Summary & Sentiment
Referenced dates: January 30, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions Attention: Brian Soares, Christina Chalk Re: DISH Network CORP EchoStar Corporation SC TO-I filed January 16, 2024 File No. 005-46313
Dear Mr. Soares and Ms. Chalk:
On behalf of our client, EchoStar Corporation (“EchoStar”), we are writing in response to your letter dated January 30, 2024 with respect to the Schedule TO-I and Registration Statement on Form S-4 filed by EchoStar on January 16, 2024.
As discussed with the Staff, EchoStar expects that holders of the 0% Convertible Notes due 2025 (the “2025 Notes”) issued by DISH Network Corporation (“DISH Network”) and the 3.375% Convertible Notes due 2026 (the “2026 Notes”) issued by DISH Network will not tender sufficient 2025 Notes or 2026 Notes to satisfy the minimum tender condition with respect to either exchange offer. Because the minimum tender condition will not be satisfied, EchoStar intends to terminate the exchange offers following their expiration on February 9, 2024. Accordingly, EchoStar does not intend to respond to the Staff’s comments in the January 30, 2024 letter or to request acceleration of the effectiveness of the Registration Statement on Form S-4. EchoStar advises the Staff that intends to withdraw the Registration Statement on Form S-4 following the expiration and termination of the exchange offers.
Please contact A.J. Ericksen at 713.496.9688 or aj.ericksen@whitecase.com of White & Case LLP with any questions you may have concerning this letter, or if you require any additional information
Sincerely,
/s/ White & Case LLP
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VIA EDGAR
February 7, 2024
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers & Acquisitions
100 F Street, NE
Washington, D.C. 20549
Attention: Brian Soares, Christina Chalk
Re: DISH Network CORP
EchoStar Corporation
SC TO-I filed January 16, 2024
File No. 005-46313
Dear Mr. Soares and Ms. Chalk:
On behalf of our client, EchoStar Corporation
(“EchoStar”), we are writing in response to your letter dated January 30, 2024 with respect to the Schedule
TO-I and Registration Statement on Form S-4 filed by EchoStar on January 16, 2024.
As discussed with the Staff, EchoStar expects
that holders of the 0% Convertible Notes due 2025 (the “2025 Notes”) issued by DISH Network Corporation (“DISH
Network”) and the 3.375% Convertible Notes due 2026 (the “2026 Notes”) issued by DISH Network
will not tender sufficient 2025 Notes or 2026 Notes to satisfy the minimum tender condition with respect to either exchange offer. Because
the minimum tender condition will not be satisfied, EchoStar intends to terminate the exchange offers following their expiration on February 9,
2024. Accordingly, EchoStar does not intend to respond to the Staff’s comments in the January 30, 2024 letter or to request
acceleration of the effectiveness of the Registration Statement on Form S-4. EchoStar advises the Staff that intends to withdraw
the Registration Statement on Form S-4 following the expiration and termination of the exchange offers.
Please contact A.J. Ericksen at 713.496.9688 or
aj.ericksen@whitecase.com of White & Case LLP with any questions you may have concerning this letter, or if you require any additional
information
Sincerely,
/s/ White & Case LLP
cc: Dean A. Manson, Chief Legal Officer and Secretary, EchoStar
Corporation
Jonathan Michels, Gary Kashar, White &
Case LLP