Key Developments: DISH Network Corp (DISH.OQ)

DISH.OQ on NASDAQ Stock Exchange Global Select Market

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Latest Key Developments (Source: Significant Developments)

Dish Network Corp Announces Withdrawal Of Clearwire Tender Offer
Wednesday, 26 Jun 2013 04:02pm EDT 

Dish Network Corp announced that its wholly-owned subsidiary, DISH Acquisition Holding Corporation, is withdrawing its tender offer to acquire all of the outstanding shares of Class A Common Stock of Clearwire Corporation (Clearwire), including any shares of Class A Common Stock issued in respect of outstanding shares of Class B Common Stock, for $4.40 per share. DISH’s tender offer provided that it could be withdrawn, among other reasons, as a result of the recent change in recommendation by Clearwire.  Full Article

Dish Network Corp Abandons Sprint Nextel Corp Bid To Focus On Clearwire Corp-Reuters
Tuesday, 18 Jun 2013 09:30am EDT 

Reuters reported that Dish Network Corp would not make a new offer to buy No. 3 U.S. wireless provider Sprint Nextel Corp in time for a Tuesday deadline and would instead focus on its tender offer for Clearwire Corp. Dish said it would consider its options with respect to Sprint without providing further details. While missing the deadline would make it more complicated for Dish to make a new offer, in theory Sprint would have to consider any new offers it gets ahead of a June 25 shareholder vote on the SoftBank deal.  Full Article

Sprint Nextel Corp Files Lawsuit Against DISH Network Corp and Clearwire Corp Citing Illegality of DISH Tender Offer for Clearwire
Monday, 17 Jun 2013 07:18pm EDT 

Sprint Nextel Corp announced that it has filed a complaint in the Delaware Court of Chancery against DISH Network Corp and Clearwire Corp asking the Court to prevent the consummation of the DISH tender offer for Clearwire. Sprint believes the transaction violates Delaware law and the rights of both Sprint and Clearwire`s other strategic investors under Clearwire`s charter and under the Equity Holders Agreement (EHA). In addition to seeking to enjoin the tender offer, Sprint`s lawsuit seeks to rescind certain parts of the tender offer agreement and seeks declaratory, injunctive, compensatory and other relief. In its complaint, Sprint outlines why DISH`s tender offer violates the rights of Sprint and other Clearwire stockholders under Clearwire`s governing documents and Delaware law. It also details how DISH has repeatedly attempted to fool Clearwire`s shareholders into believing its proposal was actionable in an effort to acquire Clearwire`s spectrum and to obstruct Sprint`s transaction with Clearwire. Among the points the suit makes: Sprint and the strategic investors invested billions of dollars in cash and assets to form Clearwire. They entered into a shareholders agreement that established their governance rights (the Equity Holders Agreement.  Full Article

Dish Network Corp Says Talks on Sprint Nextel Corp Merger Continuing-DJ
Monday, 10 Jun 2013 01:27pm EDT 

Dow Jones reported that Dish Network Corp said it is still negotiating the terms of a potential merger with Sprint Nextel Corp two days before the wireless carrier's shareholders are set to vote on a rival $20.1 billion acquisition offer from Japanese telecommunications company SoftBank Corp.  Full Article

Clearwire Corp's Special Committee To Review Unsolicited Tender Offer From DISH Network Corp
Thursday, 30 May 2013 07:02pm EDT 

Clearwire Corp acknowledged that DISH Network Corp has commenced an unsolicited cash tender offer to acquire all outstanding common shares of Clearwire at a price of $4.40 per share. In light of this development, and pursuant to the discretionary authority granted to the chairman of the meeting by Clearwire's bylaws, the Company plans to adjourn its Special Meeting of Stockholders, which is scheduled to be held at 10:30 a.m. Pacific time on May 31, 2013, without conducting any business. The Special Meeting of Stockholders will reconvene on June 13, 2013, at 10:30 a.m. Pacific time at the Highland Community Center, 14224 Bel-Red Road, Bellevue, Washington, 98007. The record date for stockholders entitled to vote at the Special Meeting remains April 2, 2013. The Special Committee of Clearwire's board of directors (the Special Committee) has determined, consistent with its fiduciary duties, that it will engage with DISH to discuss, negotiate and/or provide information in connection with the DISH Proposal. Consistent with its fiduciary duties and as required by applicable law, the Special Committee, in consultation with its independent financial and legal advisors, will promptly review the offer to determine the course of action that it believes is in the best interests of Clearwire's non-Sprint Class A stockholders.  Full Article

Dish Network Corp Announces Tender Offer in Letter to Clearwire Corp Board of Directors
Wednesday, 29 May 2013 07:40pm EDT 

Dish Network Corp announced that it has sent a letter to Clearwire Corporation with an offer to acquire Clearwire Corp for $4.40 per share in cash. DISH is making this offer public in light of the limited time remaining prior to the Clearwire stockholders' meeting to be held on May 31, 2013. DISH intends to commence a tender offer for the outstanding Clearwire shares prior to that meeting.  Full Article

Dish Network Corp and Sprint Nextel Corp to Begin Due Diligence, Engage in Talks
Monday, 20 May 2013 11:27pm EDT 

Dish Network Corp responded to Sprint Nextel Corp's announcement (Sprint) that it has received a waiver of various provisions under the merger agreement between it and SoftBank Corp. The waiver will permit Sprint and its representatives to furnish non-public information concerning Sprint to DISH, and to engage with DISH in discussions and negotiations regarding its proposal made on April 15, 2013.  Full Article

Dish Network Corp Offers $2 Billion For Lightsquared Spectrum-DJ
Monday, 20 May 2013 04:19pm EDT 

Dow Jones reported that according to Bloomberg News Dish Network Corp has offered $2 billion for LightSquared Inc spectrum. LightSquared, now in bankruptcy proceedings, would use proceeds from a spectrum sale to pay secured debt, the people told Bloomberg.  Full Article

Dish Network Corp Places Offering Of $2.6 Billion In Senior Notes
Thursday, 16 May 2013 08:00am EDT 

Dish Network Corp announced that its subsidiary, DISH DBS Corporation (DISH DBS), has priced an offering of $1.25 billion aggregate principal amount of 5% Senior Notes due 2017 (the 2017 Notes) and $1.35 billion aggregate principal amount of 6.25% Senior Notes due 2023 (the 2023 Notes, and together with the 2017 Notes, the Notes). The 2017 Notes will be issued at an issue price of 100% and the 2023 Notes will be issued at an issue price of 100%. The net proceeds of the offering will be placed into escrow. The net proceeds from the sale of the Notes in this offering will be released from escrow to make a cash distribution to DISH Network to finance a portion of the cash consideration for DISH Network`s proposed merger with Sprint Nextel Corporation (Sprint). If at any time on or prior to the escrow end date DISH Network does not acquire or merge with Sprint (or acquires or merges with Sprint in a transaction for which the cash consideration paid by DISH Network is less than $2.6 billion) or DISH Network abandons its efforts to acquire Sprint, DISH DBS will be required to redeem all of the Notes. The offering is expected to close on May 28, 2013.  Full Article

Dish Network Corp Announces Debt Offering
Tuesday, 14 May 2013 08:28am EDT 

Dish Network Corp announced that its subsidiary, DISH DBS Corporation (DISH DBS), plans to offer, subject to market and other conditions, approximately $2.5 billion aggregate principal amount of its senior notes. The net proceeds of the offering will be placed into escrow. The net proceeds from the sale of the notes in this offering will be released from escrow to make a cash distribution to DISH Network to finance a portion of the cash consideration for DISH Network`s proposed merger with Sprint Nextel Corporation (Sprint). If the proposed merger with Sprint does not occur on or prior to the escrow end date, or if DISH DBS elects at any time on or prior to the escrow end date, DISH DBS will redeem all of the notes.  Full Article

UPDATE 3-DirecTV subscriber growth in Latin America slows

Aug 1 - Satellite TV provider DirecTV missed earnings estimates and added fewer subscribers than expected in Latin America, raising concerns the company's biggest growth engine had slowed, which sent its shares lower.

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