Space Impulse Brief:
- The Federal Communications Commission (FCC) granted the applications for the transfer of control of DISH Network Corp. and its subsidiaries to EchoStar Corp.
- DISH and EchoStar entered into a merger agreement to recombine on August 8, 2023, and amended the agreement on October 2, 2023
- Pursuant to the terms of the proposed transaction, DISH Network Corporation will be merged into Merger Sub, a newly incorporated direct and wholly owned subsidiary of EchoStar, with DISH Network Corp. surviving the merger as a wholly owned subsidiary of EchoStar.
PRESS RELEASE — Washington, D.C. / December 6, 2023 — By this Public Notice, the Office of Engineering and Technology, the Space Bureau, and the Wireless Telecommunications Bureau announce the grant of applications filed by DISH Network Corp. and its subsidiaries (collectively, DISH) and EchoStar Corp. (EchoStar), pursuant to section 310(d) of the Communications Act of 1934, as amended, and sections 1.948, 5.79, and 25.119 of the Commission’s regulations, requesting approval of the pro forma transfer of control to EchoStar of the licenses, authorizations, and special temporary authorities (STAs) held by DISH and its subsidiaries (Applications).
DISH provides direct broadcast satellite (DBS) services throughout the United States, provides video services over the Internet through its Sling brand, and offers post-paid and pre-paid wireless telecommunications services through its Boost Mobile brand. EchoStar provides worldwide global satellite communications services under its own name and through Hughes Network Systems. DISH and EchoStar were previously part of the same company, EchoStar Communications Corp., but split apart in 2008.
DISH Network Corp. is a publicly traded Nevada corporation controlled by Charles W. Ergen (Ergen). Specifically, Ergen beneficially owns over 90% of the voting stock of DISH and over 51% of the equity. EchoStar Corp. is also a publicly traded Nevada corporation controlled by Ergen, who beneficially owns approximately 93.5% of the voting stock and approximately 60% of the equity.
DISH and EchoStar entered into a merger agreement to recombine on August 8, 2023, and amended the agreement on October 2, 2023. The transaction was negotiated and recommended by Special Committees of Independent Directors of both companies and unanimously approved by the Boards of Directors of both companies. The majority shareholder group of both companies, which includes Ergen, Cantey M. Ergen, and trusts controlled by them, approved adoption of the merger agreement and the issuance of the DISH Network common stock required for the transaction via written consent. No further action by DISH Network or EchoStar Corporation stockholders was required to approve the transaction.
Pursuant to the terms of the proposed transaction, DISH Network Corporation will be merged into Merger Sub, a newly incorporated direct and wholly owned subsidiary of EchoStar, with DISH Network Corp. surviving the merger as a wholly owned subsidiary of EchoStar. Ergen would beneficially own more than 90% of the voting stock and approximately 54% of the equity of the re- combined company and would continue to control the licenses and authorizations at issue. There is therefore no substantial change of ownership or control.
We find that under the unusual circumstances presented here, granting the Applications will serve the public interest, convenience, and necessity and, accordingly, pursuant to section 310(d) of the Act, 47 U.S.C. § 310(d) and sections 1.948 and 5.79, of the Commission’s rules, 47 CFR §§ 1.948 and 5.79, grant the Applications. Pursuant to section 1.103 of the Commission’s rules, 47 CFR § 1.103, the consent granted herein is effective upon the release of this Public Notice. Petitions for reconsideration under section 1.106 or applications for review under section 1.115 of the Commission’s rules, 47 CFR §§ 1.106, 1.115, may be filed within 30 days of the date of this Public Notice.
For further information, please contact Anthony Serafini, [email protected] (Office of Engineering and Technology); Stephen Duall, [email protected] (Space Bureau); Susannah Larson, [email protected] (Wireless Telecommunications Bureau).
SOURCE: FCC
Featured image: Credit: FCC
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