Dish Network 2013 Annual Report Download - page 146

DISH NETWORK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
F-36
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 7/8% 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.
6 1/4% Senior Notes due 2023
On May 28, 2013, we issued $1.35 billion aggregate principal amount of our ten-year, 6 1/4% Senior Notes due May
15, 2023 at an issue price of 100%. The net proceeds from the 6 1/4% Senior Notes due 2023 were placed into
escrow to finance a portion of the cash consideration for our proposed merger with Sprint. On June 21, 2013, we
abandoned our efforts to acquire Sprint and, on June 24, 2013, we redeemed all of the 6 1/4% Senior Notes due 2023
at a redemption price equal to 101% of the aggregate principal amount of the 6 1/4% Senior Notes due 2023, plus
accrued and unpaid interest.
During the second quarter 2013, we recorded $23 million in premiums, interest expense and deferred financing
costs related to the issuance and redemption of our 6 1/4% Senior Notes due 2023 as “Interest expense, net of
amounts capitalized” on our Consolidated Statements of Operations and Comprehensive Income (Loss).
5 % Senior Notes due 2023
On December 27, 2012, we issued $1.5 billion aggregate principal amount of our 5 % Senior Notes due March 15,
2023 at an issue price of 100.0%. Interest accrues at an annual rate of 5 % and is payable semi-annually in cash, in
arrears on March 15 and September 15 of each year.
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 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 % 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.