Launch of Exchange Offers Satisfies Key Milestone in Implementation of EchoStar’s Balance Sheet Optimization Transactions and Increased Support from Existing Stakeholders Now Representing Over 90% of DISH’s Approximately $5 Billion of Existing Convertible Notes Satisfies Minimum Tender Condition

ENGLEWOOD, Colo., Oct. 10, 2024 /PRNewswire/ — EchoStar Corporation (Nasdaq: SATS) (“EchoStar”), a global, fully integrated communication and content delivery leader and provider of technology, spectrum, engineering, manufacturing, networking services, television entertainment and connectivity, today announced that it has commenced offers to exchange (the “exchange offers”) (i) any and all of the 0% Convertible Notes due 2025 (the “DISH Network 2025 Notes”) issued by its subsidiary DISH Network Corporation (“DISH”) and (ii) any and all of the 3.375% Convertible Notes due 2026 issued by DISH (the “DISH Network 2026 Notes,” and together with the DISH Network 2025 Notes, the “Existing DISH Notes”), for the applicable principal amount of 6.75% Senior Secured Notes due 2030 (the “EchoStar Exchange Notes”) and 3.875% Convertible Secured Notes due 2030 (the “EchoStar Convertible Notes” and together with the EchoStar Exchange Notes, the “EchoStar Notes”) to be issued by EchoStar set forth in the table below, in each case, pursuant to the terms described in a preliminary prospectus and consent solicitation statement, dated October 10, 2024 (the “Preliminary Exchange Offer Prospectus”).

As previously disclosed, EchoStar and certain of its subsidiaries entered into a transaction support agreement (the “Transaction Support Agreement”) with certain eligible holders of  the DISH Network 2025 Notes and the DISH Network 2026 Notes, which now collectively represent over 90% of the aggregate principal amount outstanding of the Existing DISH Notes, pursuant to which, such eligible holders have agreed, subject to the terms and conditions set forth therein, to tender their Existing DISH Notes in the exchange offers. Tenders by such supporting eligible holders party to the Transaction Support Agreement will satisfy the Minimum Tender Condition to the exchange offers.

The following table describes certain terms of the exchange offers:

The EchoStar Notes will be guaranteed by certain of EchoStar’s subsidiaries, and such guarantees will be secured equally and ratably with certain other secured indebtedness on a first-priority basis, subject to permitted liens and certain exceptions, and subject to a first lien intercreditor agreement, by (i) a lien on all licenses, authorizations and permits issued from time to time by the FCC for use of the  AWS-3 Spectrum and for the use of the AWS-4 Spectrum (the “Spectrum Assets”) held by certain of EchoStar’s subsidiaries that, on or after the date of issuance of the EchoStar Notes, hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii) the proceeds of any Spectrum Assets; and (iii) a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor. The EchoStar Notes will not have recourse to any assets of any other subsidiary of EchoStar other than as set forth above.

Concurrently with the exchange offers, EchoStar is also soliciting consents from holders of each series of the Existing DISH Notes to amend the terms of the applicable series of Existing DISH Notes and the indentures governing such Existing DISH Notes to, among other things, eliminate certain events of default (including any cross-defaults related to any payment, bankruptcy or other defaults of any DISH subsidiary) and substantially all of the restrictive covenants in each such indenture and the Existing DISH Notes of the applicable series, including, but not limited to, the merger covenant, the reporting covenant and to make certain conforming changes to each such indenture and the Existing DISH Notes of the applicable series to reflect the proposed amendments (the “Proposed Amendments”). Holders may not consent to the Proposed Amendments without tendering the applicable Existing DISH Notes in the relevant exchange offer, and holders may not tender Existing DISH Notes of any series for exchange without consenting to the Proposed Amendments for such series.

Each exchange offer and consent solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in EchoStar’s sole discretion, and without amending, extending, terminating or withdrawing any other exchange offer or consent solicitation. Additionally, notwithstanding any other provision of the exchange offers, EchoStar’s obligations to accept and exchange any of the Existing DISH Notes validly tendered pursuant to an exchange offer is subject to the satisfaction or waiver of certain conditions, as described in the Registration Statement, and EchoStar expressly reserves its right, subject to applicable law, to terminate any exchange offer and/or consent solicitation at any time.

The exchange offers and consent solicitations will expire one minute after 11:59 p.m., New York City time, on November 7, 2024, or any other date and time to which EchoStar extends such period for such exchange offer or consent solicitation in its sole discretion (such date and time for such exchange offer or consent solicitation, as it may be extended, the “Expiration Date”). To be eligible to receive the applicable exchange consideration in the applicable exchange offer and consent solicitation, holders must validly tender and not validly withdraw their Existing DISH Notes and validly deliver and not revoke their consents at or prior to the Expiration Date. Holders may withdraw tendered Existing DISH Notes at any time prior to the Expiration Date. Any Existing DISH Notes withdrawn pursuant to the terms of the applicable exchange offer and consent solicitation shall not thereafter be considered tendered for any purpose unless and until such notes are again tendered pursuant to the applicable exchange offer and consent solicitation. Existing DISH Notes not exchanged in the exchange offers and consent solicitations will be returned to the tendering holder at EchoStar’s expense promptly after the expiration or termination of the exchange offers and consent solicitations.

A registration statement on Form S-4 relating to the EchoStar Notes (the “Registration Statement”) has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. The consummation of each exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or, where permitted, waiver of certain conditions including, among other things, the effectiveness of the Registration Statement, and at least 90% of the outstanding principal amount of the applicable series of Existing DISH Notes being validly tendered and not properly withdrawn prior to the Expiration Date (the “Minimum Tender Condition”), which will be satisfied with the participation from the eligible holders party to the Transaction Support Agreement. All conditions to each exchange offer and consent solicitation must be satisfied or, where permitted, waived, on or prior to the Expiration Date. For the avoidance of doubt, EchoStar reserves the right to waive in its sole and absolute discretion the Minimum Tender Condition and accept any and all Existing DISH Notes validly tendered and not validly withdrawn at or prior to the expiration date.

D.F. King & Co., Inc. is acting as exchange agent and information agent for the exchange offers and consent solicitations.

This press release does not constitute an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities, nor shall there be any exchange of the EchoStar Notes for Existing DISH Notes pursuant to the exchange offers and consent solicitations in any jurisdiction in which such exchanges would be unlawful prior to registration or qualification under the laws of such jurisdiction.

About EchoStar Corporation

EchoStar Corporation (Nasdaq: SATS) is a global fully integrated communications and content delivery leader and provider of technology, spectrum, engineering, manufacturing, networking services, television entertainment and connectivity, offering consumer, enterprise, operator and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV, DISH TV™, Hughes®, HughesNet®, HughesON™, and JUPITER™ brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates as EchoStar Global Australia. For more information, visit www.echostar.com and follow EchoStar on X (Twitter) and LinkedIn.

©2024 EchoStar. Hughes, HughesNet, DISH and Boost Mobile are registered trademarks of one or more affiliate companies of EchoStar Corp.

Where You Can Find Additional Information

As noted above, further details regarding the terms and conditions of the exchange offers and consent solicitations, including descriptions of the EchoStar Notes and the material differences between the EchoStar Notes and the Existing DISH Notes, can be found in the registration statement that has been filed with the SEC but has not yet become effective, and in a tender offer statement on Schedule TO that has been filed with the SEC. The securities subject to the registration statement may not be issued and sold prior to the time the registration statement becomes effective. ANY INVESTOR HOLDING EXISTING DISH NOTES IS URGED TO READ THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS ECHOSTAR HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ISSUER AND THE OFFERING.

The registration statement, the tender offer statement and other related documents, when filed, can be obtained for free from the SEC’s website at www.sec.gov. Documents are also available for free upon oral request made to EchoStar at (303) 706-4000 or written request made to EchoStar Corporation, Attention: Investor Relations, 100 Inverness Terrace East, Englewood, Colorado 80112 and from EchoStar’s website at www.echostar.com.

Holders can also request copies of the offering materials by contacting D.F. King & Co., Inc. by sending an email to DISH@dfking.com or by calling (866) 340-7108 (U.S. toll-free) or (212) 269-5550 (banks and brokers).

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, in particular, statements about plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as “future,” “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “estimate,” “expect,” “predict,” “will,” “would,” “could,” “can,” “may,” and similar terms. These forward-looking statements are based on information available to us as of the date hereof and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors. Additional information concerning these risk factors is contained in each of EchoStar’s and DISH Network’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and in EchoStar’s subsequent Current Reports on Form 8-K, and other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

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SOURCE EchoStar Corporation

SINGAPORE, Oct. 11, 2024 /PRNewswire/ — Worldwide Stablecoin Payment Network (WSPN), a leading provider of next-generation stablecoin infrastructure, and dtcpay, a leading regulated digital payment platform, are making history with a strategic partnership that will revolutionize access to stablecoins. For the first time ever, users will have the ability to on-ramp WUSD, a fiat-collateralized stablecoin pegged 1:1 to the US dollar, through dtcpay with zero fees, marking a paradigm shift in the accessibility and affordability of digital assets.

This groundbreaking move marks a new era for stablecoins, breaking down barriers to entry and empowering individuals and businesses worldwide. Now, with a more inclusive and cost-effective way to utilize stablecoin solutions, WSPN and dtcpay are making WUSD a truly borderless and accessible digital currency. By eliminating fees, the partnership will save users significant amounts annually in transaction fees. WUSD will be gradually rolled out to the many merchants supported by dtcpay, including high-end establishments such as 35A Scotts Whisky Club and Capella Hotel Group’s flagship properties, Capella Singapore and Patina Maldives, Fari Islands. This practical implementation demonstrates the immediate impact and versatility of WUSD in everyday transactions, from luxury experiences to hospitality services.

“This zero-fee WUSD on-ramp with dtcpay is a game-changer for Stablecoin 2.0,” said Raymond Yuan, Founder & CEO of WSPN. “This partnership embodies our vision of making digital assets truly accessible to all, accelerating the adoption of stablecoins in the world. WSPN is proud to lead this financial revolution, reshaping the future of borderless transactions.”

“Partnering with WSPN to offer a zero-fee on-ramp for WUSD is a monumental step in making digital assets more accessible and affordable for dtcpay’s users. At dtcpay, we are excited to lead this charge toward a more i­nclusive financial future, breaking down barriers and creating new opportunities”,  said Anson Zeall, Chief Strategy Officer & Head of Compliance, dtcpay.

By eliminating fees for on-ramping WUSD, WSPN and dtcpay are democratizing access to stablecoins, fostering greater adoption and paving the way for a more efficient, transparent, and equitable financial system globally.

About WSPN

WSPN is a leading provider of next-generation stablecoin infrastructure, committed to building a more secure, efficient, and transparent payment solution for the global economy. Their flagship product, WUSD stablecoin, is pegged 1:1 to the U.S. Dollar and aims to optimize secure and licensed digital payments for Web3 users. WSPN ‘s Stablecoin 2.0 approach prioritizes user-centricity, community governance, and accessibility, paving the way for widespread stablecoin adoption.

Learn more: www.wspn.io | X | LinkedIn

About dtcpay

dtcpay is a regulated Major Payment Institution (MPI) licensed by the Monetary Authority of Singapore (MAS) to conduct Digital Payment Token (DPT) services and other payment services under the Payment Services Act (PSA).

As a leading provider of digital payment solutions, we pioneer the integration of cryptocurrency acceptance into traditional financial systems. With a vision to make global transactions seamless and sustainable, dtcpay empowers individuals and businesses to embrace the future of payments. 

Learn more at dtcpay.com.

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SOURCE WSPN

SINGAPORE, Oct. 11, 2024 /PRNewswire/ — Helicap Group is proud to announce that GMO Payment Gateway, Inc. (TSE Prime Market Securities Code: 3769, President & CEO: Issei Ainoura), a leading provider of payment and financial-related services under the GMO Internet Group, has made a USD 3 million investment in Helicap’s flagship credit fund managed by Helicap Investments Pte Ltd, a regulated subsidiary of the Helicap Group. The investment was executed through GMO-PG’s Singapore-based subsidiary, GMO-Z.COM PAYMENT GATEWAY PTE. LTD.

A Partnership to Bridge Southeast Asia’s Funding Gap

In the first half of 2024, FinTech startups in Southeast Asia secured a notable USD 899.3 million in funding, highlighting the region’s enduring appeal amidst global economic headwinds.*1 This demonstrates the sector’s resilience, fueled by Southeast Asia’s strong demand for innovative financial solutions as traditional services evolve to meet modern needs. Helicap, together with its regulated subsidiaries, aims to address the region’s USD 500 billion funding gap.*2 This period marks the rise of key players leveraging technology to build scalable, inclusive financial services, solidifying Southeast Asia as a thriving FinTech hub. This latest investment from GMO-PG underscores their commitment to supporting innovative FinTech solutions and aligning with Helicap’s vision of driving financial inclusion in underserved markets. Through this partnership, Helicap will continue to empower FinTech companies that are transforming the financial landscape of Southeast Asia, while opening doors to new business opportunities in markets that remain untapped.

About Helicap Pte Ltd ‘Helicap’

Helicap is a Singapore-based FinTech firm facilitating private debt opportunities in Southeast Asia. As a group, the goal is to fill a USD 500 billion financing gap that banks are unable to serve and deploy capital to 300 million underbanked through 1,000 originators in the region. Helicap’s equity backers include Malaysia’s leading independent investment bank, Kenanga Investment Bank Berhad (“Kenanga Group”), Japanese financial services firm Credit Saison, Temasek-backed alternative investments firm Tikehau Capital, integrated Asian financial house PhillipCapital, as well as top VC firms East Ventures, Access Ventures, Voveo Capital, and leading Singapore property group SoilbuildGroup Holdings.

Over the last 6 years, Helicap has raised more than USD 15 million in paid-up capital, and via its regulated subsidiaries, has deployed almost USD 400 million worth of capital with its in-house data analytics expertise. By leveraging this advanced data-processing capability, they have indirectly served more than 5 million MSMEs and individuals. Helicap’s collaboration with Temasek Trust on Southeast Asia’s first Financial Inclusion Report exemplifies the commitment to building a visible, impactful, and integrated ecosystem that prioritizes sustainable and ethical practices.

For more information, visit www.helicap.com.

About GMO Payment Gateway, Inc. 

GMO Payment Gateway, Inc. provides payment-related services that support the customer’s online and cashless migration and digital transformation (DX). Annual transaction value exceeds 17 trillion yen and its online comprehensive payment services have been adopted by over 150,000 merchants such as EC operators and public institutions of NHK and National Tax Agency, etc.

As the leading company in the payment industry, GMO contributes to the advancement and realization of a sustainable society by driving social innovations using payment and financial technology through its services, such as online comprehensive payment service, payment services in the offline market, Buy Now Pay Later (BNPL), BaaS Support services to financial institutions and enterprises and strategic investment and lending to overseas leading-edge FinTech companies. (As of end-June 2024, consolidated figures)

For more information, visit: www.gmo-pg.com

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SOURCE Helicap Pte.Ltd.