Item 4 is hereby amended and supplemented as follows:
As previously disclosed, on August 8,2023, DISH Network entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with EchoStar, and Eagle Sub Corp, a Nevada corporation and a whollyowned subsidiary of DISH Network (“DISH Merger Sub”), providing for the merger of DISH Merger Sub with and into EchoStar, with EchoStar surviving the merger as a whollyowned subsidiary of DISH Network. On October 2,2023, DISH Network entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger Agreement”) with EchoStar and EAV Corp., a Nevada corporation and a whollyowned subsidiary of EchoStar (“EchoStar Merger Sub”), which amends and restates the Original Merger Agreement and provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, EchoStar Merger Sub will merge with and into DISH Network (the “Merger”), with DISH Network surviving the Merger as a whollyowned subsidiary of EchoStar.
On the terms and subject to the conditions set forth in the A&R Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of DISH Network Class A Common Stock outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of EchoStar Class A Common Stock, equal to 0.350877 (the “Exchange Ratio”). On the terms and subject to the conditions set forth in the A&R Merger Agreement, at the Effective Time of the Merger, each share of DISH Network Class B Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive a number of validly issued, fully paid and nonassessable shares of EchoStar Class B Common Stock, equal to the Exchange Ratio. The EchoStar Common Stock to be issued to the Reporting Persons as part of the Merger consideration will be issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The description contained in this Item 4 of the Merger and the A&R Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Merger Agreement, which is described in DISH Network’s Current Report on Form 8K filed with the Securities and Exchange Act on October 3,2023 and is incorporated herein by reference.
As previously disclosed, after negotiations with a special transaction committee of independent directors of the Board of Directors of DISH Network and concurrently with the entry into the Initial Merger Agreement, on August 8,2023, the Reporting Persons, the Ergen TwoYear March 2022 SATS GRAT, the Ergen TwoYear June 2022 SATS GRAT, the Ergen TwoYear December 2022 SATS GRAT and the Ergen TwoYear June 2023 SATS GRAT (the “Ergen EchoStar Stockholders”), DISH Network and EchoStar entered into a support agreement (the “Original Support Agreement”). Concurrently with the entry into the A&R Merger Agreement, on October 2,2023, the Reporting Persons, the Ergen EchoStar Stockholders, DISH Network and EchoStar entered into an amended and restated support agreement (the “A&R Support Agreement”). Pursuant to the A&R Support Agreement, the Reporting Persons and the Ergen EchoStar Stockholders have agreed, among other things: (a) not to transfer shares of DISH Network Common Stock or EchoStar Common Stock prior to the earlier of the Effective Time and the termination of the A&R Merger Agreement in accordance with the terms thereof, subject to certain limited exceptions; (b) to comply with certain obligations of the parties contained in the A&R Merger Agreement; and (c) for a period of three (3) years after closing of the Merger, to not vote the Reporting Persons’ EchoStar Class A Common Stock in any matters submitted to a vote of both the holders of EchoStar Class A Common Stock and EchoStar Class B Common Stock, excluding any EchoStar Class A Common Stock acquired by the Reporting Persons after closing of the Merger. Under the terms of the A&R Support Agreement, EchoStar and the Reporting Persons will enter into a registration rights agreement reasonably acceptable to the parties prior to the closing of the Merger providing for the registration of such stockholders’ EchoStar Class A Common Stock or EchoStar Class B Common Stock received as part of the Merger consideration and/or EchoStar Class B Common Stock held by such stockholders immediately prior to the closing of the Merger, upon request of the Reporting Persons at EchoStar’s sole cost and expense. The foregoing description of the A&R Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Support Agreement, which is described in DISH Network’s Current Report on Form 8K filed with the Securities and Exchange Act on October 3,2023 and is incorporated herein by reference.
The Merger, if consummated, could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of DISH Network and/or EchoStar, a merger or other extraordinary transaction involving DISH Network and EchoStar, a change to the present Board of Directors of DISH Network and/or EchoStar, a change to the present capitalization or dividend policy of DISH Network and/or EchoStar, the delisting of DISH Network’s securities from NASDAQ, and a class of equity securities of DISH Network becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.