Dish Network 2013 Annual Report Download - page 144

DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
F-34
5 1/8% Senior Notes due 2020
On April 5, 2013, we issued $1.1 billion aggregate principal amount of our seven-year, 5 1/8% Senior Notes due May
1, 2020 at an issue price of 100%. Interest accrues at an annual rate of 5 1/8% and is payable semi-annually in cash in
arrears on May 1 and November 1 of each year.
The 5 1/8% Senior Notes due 2020 are redeemable, in whole or in part, at any time at a redemption price equal to 100%
of the principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and
unpaid interest. Prior to May 1, 2016, we may also redeem up to 35.0% of the 5 1/8% Senior Notes due 2020 at a
specified premium with the net cash proceeds from certain equity offerings or capital contributions.
The 5 1/8% Senior Notes due 2020 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 DISH DBS’ 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 1/8% Senior Notes due 2020 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 1/8% Senior Notes due 2020 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.
6 3/4% Senior Notes due 2021
On May 5, 2011, we issued $2.0 billion aggregate principal amount of our ten-year, 6 3/4% Senior Notes due June 1,
2021 at an issue price of 99.093%. Interest accrues at an annual rate of 6 3/4% and is payable semi-annually in cash,
in arrears on June 1 and December 1 of each year.
The 6 3/4% Senior Notes are redeemable, in whole or in part, at any time at a redemption price equal to 100% of the
principal amount plus a “make-whole” premium, as defined in the related indenture, together with accrued and unpaid
interest. Prior to June 1, 2014, we may also redeem up to 35% of each of the 6 3/4% Senior Notes at specified
premiums with the net cash proceeds from certain equity offerings or capital contributions.
The 6 3/4% 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 DISH DBS’ and the guarantors’ current and future secured senior indebtedness
up to the value of the collateral securing such indebtedness.