Announcement • Jan 02

+ 3 more updates

EchoStar Corporation (NasdaqGS:SATS) completed the acquisition of DISH Network Corporation (NasdaqGS:DISH) from a group of shareholders.

EchoStar Corporation (NasdaqGS:SATS) entered into a definitive agreement to acquire DISH Network Corporation (NasdaqGS:DISH) from a group of shareholders for $1.8 billion on August 8, 2023. At the effective time of the merger, each share of DISH Network Class A Common Stock and each share of DISH Network Class C Common will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class A Common Stock, equal to 0.350877 (“Exchange Ratio”) and each share of DISH Network Class B Common Stock will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of EchoStar Class B Common Stock equal to the Exchange Ratio. EchoStar expects to issue approximately 103.7 million shares of EchoStar Class A Common Stock and 83.7 million shares of EchoStar Class B Common Stock in the merger. Upon completion of the merger, former DISH Network stockholders will own approximately 69.1% of the outstanding EchoStar Common Stock and current EchoStar stockholders will own approximately 30.9% of the outstanding EchoStar Common Stock. The combined company will be headquartered in Englewood, Colorado. Hamid Akhavan will serve as President and Chief Executive Officer of the combined company upon closing of the transaction and Charles Ergen will serve as Executive Chairman. John Swieringa, President & COO of DISH Wireless, will be President, Technology & Chief Operating Officer of the combined company. Erik Carlson will continue to serve as President and Chief Executive Officer of DISH Network until closing of the transaction, at which time he will depart the business. The Board of Directors will consist of 11 members: Seven DISH directors, three EchoStar independent directors, and Hamid Akhavan. The transaction is subject to the Required EchoStar Stockholder Vote and the Required DISH Network Stockholder Vote having been obtained; the effectiveness of a registration statement on Form S-4; the expiration of a 20-day period following the mailing of a prospectus to DISH Network’s and EchoStar’s stockholders; the receipt of specified approvals required under domestic satellite and communication laws and regulations; the shares of EchoStar Class A Common Stock to be issued pursuant to the merger being approved for listing on the NASDAQ. A special transaction committee of independent directors of the board of directors of EchoStar unanimously recommended that the EchoStar Board adopt resolutions approving the merger. The transaction was unanimously approved by the Boards of Directors of both EchoStar and DISH. EchoStar and DISH Board also recommended the approval of the merger by their respective shareholders. The majority shareholder group, which currently has approximately 90% and 93% of the combined voting power of DISH Network and EchoStar Corporation, respectively, has approved adoption of the merger agreement and the issuance of DISH Network common stock required for the transaction via written consent. As of December 6, 2023, the Federal Communications Commission has granted approval for the transfer of control of DISH Network to EchoStar. The transaction is expected to be completed by year-end. Evercore Group L.L.C. is serving as exclusive financial advisor and fairness opinion provider, and Mark I. Greene, Aaron M. Gruber and Jin-Kyu Baek of Cravath, Swaine & Moore LLP are serving as legal counsel to the special committee of the Board of Directors of EchoStar. Daniel G. Dufner Jr. and Michael A. Deyong of White & Case LLP is serving as legal counsel to EchoStar. J.P. Morgan Securities LLC is serving as exclusive financial advisor and fairness opinion provider, and Andrew J. Nussbaum and Zachary S. Podolsky of Wachtell, Lipton, Rosen & Katz are serving as legal counsel to the special committee of the Board of Directors of DISH Network. Cravath, S&C, White & Case and Wachtell Lipton also provided due diligence services. Scott D. Miller, Scott B. Crofton, James Shea, Manon Scales, Jeffrey MacDonald, Yaqi Han, Marc Treviño, Tiffany Wooley, David Spitzer, Tessa Lee, Brian Frawley, Steve Holley, Adam Paris, Brad Smith, Eric Queen, Eric Kadel, Mehdi Ansari, Juan Rodriguez and Dominic Connors of Sullivan & Cromwell LLP are serving as legal counsel to DISH Network. Eric M. Swedenburg, Jakob Rendtorff of Simpson Thacher represented JPMorgan as financial advisor to the Special Committee of DISH Network Corporation. DISH Network has agreed to pay J.P. Morgan a total transaction fee of $5.0 million, $2.0 million of which became payable to J.P. Morgan in connection with delivery by J.P. Morgan of its opinion to the DISH Network Special Committee and the DISH Network Board on August 7, 2023, and the remainder of which becomes payable upon the completion of the merger. In addition, DISH Network may, in its sole discretion, based on its assessment of J.P. Morgan’s performance of its services, pay J.P. Morgan an additional fee of up to $5.0 million upon the completion of the merger. EchoStar has agreed to pay Evercore a fee for its services in the aggregate amount of up to $9.5 million, of which (i) $500,000 was paid as an initial fee upon execution of Evercore’s engagement letter with EchoStar and is fully creditable against any fee payable upon the consummation of the Merger, (ii) $1.5 million was paid upon delivery of Evercore’s opinion and is fully creditable against any fee payable upon the consummation of the Merger, (iii) $4.5 million of which will be payable contingent upon the consummation of the Merger, and (iv) an additional discretionary fee in an amount up to $5 million, payable at the sole discretion of the EchoStar Special Committee. As of November 13, 2023, Hamid Akhavan has joined DISH as president and chief executive officer (CEO), in addition to his current role as CEO and president of EchoStar. EchoStar Corporation (NasdaqGS:SATS) completed the acquisition of DISH Network Corporation (NasdaqGS:DISH) from a group of shareholders on December 31, 2023. As contemplated by the Merger Agreement, effective as of the Effective Time, the directors of DISH ceased to be directors of DISH and the directors of Merger Sub immediately prior to the Effective Time became the directors of DISH until their successors are duly elected or appointed and qualified in accordance with applicable legal requirements. The directors of DISH immediately following the Effective Time are Charles W. Ergen, Hamid Akhavan and Tom A. Ortolf. As contemplated by the Merger Agreement, effective as of the Effective Time, the executive officers of DISH ceased to be executive officers of DISH and the executive officers of Merger Sub immediately prior to the Effective Time became the executive officers of DISH until their successors are duly elected or appointed and qualified in accordance with applicable legal requirements. The executive officers of DISH immediately following the Effective Time are as Hamid Akhavan as President and Tom A. Ortolf as Secretary and Treasurer.

CEO salary percentage	n/a
CEO tenure	less than a year
CEO ownership	0.02%
Management average tenure	5.2yrs
Board average tenure	10.3yrs

Name	Position	Tenure	Compensation	Ownership
Charles Ergen	Co-Founder & Executive Chairman	44yrs	US$3.22m	12.35% R$ 1.9b
Paul Orban	Executive VP & CFO	17.3yrs	US$2.70m	0.0019% R$ 289.6k
Thomas Cullen	Executive Vice President of Corporate Development	12.5yrs	US$3.18m	0.043% R$ 6.5m
John Swieringa	President & COO of DISH Wireless	2yrs	US$7.93m	0.0033% R$ 500.4k
Hamid Akhavan-Malayeri	CEO & President	less than a year	no data	0.019% R$ 2.8m
James DeFranco	Co-Founder	no data	US$399.15k	2.42% R$ 367.2m
James Allen	Senior VP & Chief Accounting Officer	3yrs	no data	no data
Kannan Alagappan	Senior VP & CTO	4.5yrs	no data	no data
Atilla Tinic	Executive VP & Chief Information Officer	5.2yrs	no data	no data
Kyle Kiser	Investor Relations Contact & Treasurer	no data	no data	no data
Nick Sayeedi	Senior VP	no data	no data	no data
Timothy Messner	Executive VP	6.2yrs	no data	0.00073% R$ 110.7k

Name	Position	Tenure	Compensation	Ownership
Charles Ergen	Co-Founder & Executive Chairman	44yrs	US$3.22m	12.35% R$ 1.9b
James DeFranco	Co-Founder	44yrs	US$399.15k	2.42% R$ 367.2m
Cantey Ergen	Senior Advisor & Director	22.7yrs	no data	0.00061% R$ 92.5k
Tom Ortolf	Independent Director	18.7yrs	US$138.20k	0.014% R$ 2.2m
Kathleen Abernathy	Independent Director	4.8yrs	US$138.70k	0% R$ 0
George Brokaw	Independent Director	10.3yrs	US$197.20k	0.00094% R$ 142.5k
W. Carlson	Director	2.1yrs	US$10.82m	0.0075% R$ 1.1m
Stephen Bye	Director	1yr	no data	0.00044% R$ 66.7k
Joseph Proietti	Independent Director	4.3yrs	US$131.70k	0% R$ 0

Data	Last Updated (UTC time)
Company Analysis	2024/01/03 19:08
End of Day Share Price	2023/12/21 00:00
Earnings	2023/09/30
Annual Earnings	2022/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

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DISH Network Management

Management criteria checks 2/4

Key information

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Analyst Sources

Analyst	Institution
Andrew Charles Beale	Arete Research Services LLP
Peter Supino	Bernstein
Kevin Manning	BMO Capital Markets Equity Research