Dish Network 2012 Annual Report Download - page 75

DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The 5 % Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100.0% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest. Prior to March 15, 2016, we may also redeem up to 35.0% of each of the 5 % Senior Notes at specified
premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 5 % Senior Notes are:
x general unsecured senior obligations of DISH DBS;
x ranked equally in right of payment with all of DISH DBS’ and the guarantors’ existing and future
unsecured senior debt; and
x ranked effectively junior to our and the guarantors’ current and future secured senior indebtedness up to
the value of the collateral securing such indebtedness.
The indenture related to the 5 % Senior Notes contains restrictive covenants that, among other things, impose
limitations on the ability of DISH DBS and its restricted subsidiaries to:
x incur additional debt;
x pay dividends or make distributions on DISH DBS’ capital stock or repurchase DISH DBS’ capital stock;
x make certain investments;
x create liens or enter into sale and leaseback transactions;
x enter into transactions with affiliates;
x merge or consolidate with another company; and
x transfer or sell assets.
In the event of a change of control, as defined in the related indenture, we would be required to make an offer to
repurchase all or any part of a holder’s 5 % Senior Notes at a purchase price equal to 101% of the aggregate
principal
amount thereof, together with accrued and unpaid interest thereon, to the date of repurchase.
Interest on Long-Term Debt
Annual
Semi-Annual Debt Service
Payment Dates Requirements
(In thousands)
7% Senior Notes due 2013......................... April 1 and October 1 35,000$
6 5/8% Senior Notes due 2014................... April 1 and October 1 66,250$
7 3/4% Senior Notes due 2015................... May 31 and November 30 58,125$
7 1/8% Senior Notes due 2016................... February 1 and August 1 106,875$
4 5/8% Senior Notes due 2017................... January 15 and July 15 41,625$
7 7/8% Senior Notes due 2019................... March 1 and September 1 110,250$
6 3/4% Senior Notes due 2021................... June 1 and December 1 135,000$
5 7/8% Senior Notes due 2022................... January 15 and July 15 117,500$
5 % Senior Notes due 2023........................ March 15 and September 15 75,000$
Our ability to meet our debt service requirements will depend on, among other factors, the successful execution of
our business strategy, which is subject to uncertainties and contingencies beyond our control.
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DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Fair Value of our Long-Term Debt
The following table summarizes the carrying and fair values of our debt facilities as of December 31, 2012 and 2011:
Carrying
Value Fair Value
Carrying
Value Fair Value
7 % Senior Notes due 2013 (1)................................ 500,000 521,875 500,000 535,000
6 5/8% Senior Notes due 2014................................ 1,000,000 1,078,500 1,000,000 1,060,000
7 3/4% Senior Notes due 2015................................ 750,000 844,725 750,000 817,500
7 1/8% Senior Notes due 2016................................ 1,500,000 1,683,750 1,500,000 1,593,750
4 5/8% Senior Notes due 2017................................ 900,000 940,500 - -
7 7/8% Senior Notes due 2019................................ 1,400,000 1,669,500 1,400,000 1,589,000
6 3/4% Senior Notes due 2021................................ 2,000,000 2,280,000 2,000,000 2,140,000
5 7/8% Senior Notes due 2022................................ 2,000,000 2,150,000 - -
5 % Senior Notes due 2023..................................... 1,500,000 1,548,750 - -
Mortgages and other notes payable......................... 88,955 88,955 71,871 71,871
Subtotal.................................................................... 11,638,955 12,806,555$ 7,221,871 7,807,121$
Capital lease obligations (2).................................... 249,145 NA 271,908 NA
Total long-term debt and capital
lease obligations (including current portion)........ 11,888,100$ 7,493,779$
2012 2011
(In thousands)
As of December 31,
(1) Our 7% Senior Notes with an aggregate principal balance of $500 million mature on October 1, 2013 and have
been reclassified to “Current portion of long-term debt and capital lease obligations” on our Consolidated Balance
Sheets as of December 31, 2012.
(2) Disclosure regarding fair value of capital leases is not required.
Other Long-Term Debt and Capital Lease Obligations
Other long-term debt and capital lease obligations consist of the following:
2012 2011
Satellites and other capital lease obligations............................................................................................. 249,145$ 271,908$
8% note payable for EchoStar VII satellite vendor financing, payable over 13 years from launch.......... 4,891 6,286
6% note payable for EchoStar X satellite vendor financing, payable over 15 years from la unch............. 9,022 9,968
6% note payable for EchoStar XI satellite vendor financing, payable over 15 years from launch............ 14,211 15,106
6% note payable for EchoStar XIV satellite vendor financing, payable over 15 years from launch......... 20,053 21,055
6% note payable for EchoStar XV satellite vendor financing, payable over 15 years from launch.......... 16,407 17,227
Mortgages and other unsecured notes payable due in installments through 2017
with interest rates ranging from approximately 2% to 13%................................................................. 24,371 2,229
Total.......................................................................................................................................................... 338,100 343,779
Less current portion............................................................................................................................. (37,701) (35,645)
Other long-term debt and capital lease obligations, net of current portion............................................... $ 300,399 $ 308,134
As of December 31,
(In thousands)
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