UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  August 2, 2016

 

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

 

NEVADA
(State or other jurisdiction
of incorporation)

 

0-26176
(Commission File Number)

 

88-0336997
(IRS Employer
Identification No.)

 

9601 SOUTH MERIDIAN BLVD.
ENGLEWOOD, COLORADO

(Address of principal executive offices)

 

80112
(Zip Code)

 

(303) 723-1000
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01 Regulation FD Disclosure.

 

On August 2, 2016, DISH Network Corporation (“DISH Network”) issued a press release announcing its intention to offer, subject to market and other conditions, $2 billion aggregate principal amount of convertible notes.  The convertible notes will only be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).  The net proceeds of the offering (after payment of the net cost of certain contemporaneous convertible note hedge transactions and warrant transactions) are intended to be used for strategic transactions, which may include wireless and spectrum-related strategic transactions, and for other general corporate purposes.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended.

 

Certain statements incorporated by reference in this Current Report on Form 8-K may be forward-looking statements, which may involve a number of risks and uncertainties that could cause actual events or results to differ materially from those described.  DISH Network does not undertake any obligation to update forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit 99.1

Press Release “DISH Network Announces Convertible Notes Offering” dated August 2, 2016

 

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SIGNATURE

 

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.

 

 

DISH NETWORK CORPORATION

 

 

Date: August 2, 2016

By:

/s/R. Stanton Dodge

 

 

R. Stanton Dodge

 

 

Executive Vice President, General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

Exhibit 99.1

 

Press Release “DISH Network Announces Convertible Notes Offering” dated August 2, 2016

 

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