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PROSPECTUS TABLE OF CONTENTS
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-231994

PROSPECTUS/INFORMATION STATEMENT

DISH NETWORK CORPORATION

Registration of 22,937,188 shares of Class A Common Stock, par value $0.01, of DISH Network Corporation

         On May 19, 2019, DISH Network Corporation ("DISH Network") and BSS Merger Sub Inc., a wholly owned subsidiary of DISH Network ("Merger Sub" and, together with DISH Network, the "DISH Parties"), entered into a Master Transaction Agreement (the "Master Transaction Agreement") with EchoStar Corporation ("EchoStar") and EchoStar BSS Corporation, a wholly owned subsidiary of EchoStar ("Newco" and, together with EchoStar, the "EchoStar Parties").

         Pursuant to the Master Transaction Agreement, among other things: (i) EchoStar will carry out an internal reorganization in which (A) the portion of the business of EchoStar (primarily within the EchoStar Satellite Services ("ESS") segment, as reported by EchoStar) that manages, markets and provides (x) broadcasting satellite services primarily to DISH Network and its subsidiaries, and Dish Mexico, S. de R.L. de C.V. and its subsidiaries ("Dish Mexico"); and (y) telemetry, tracking and control ("TT&C") services to satellites owned by DISH Network and a portion of EchoStar's other businesses; and (B) the products, assets, licenses and technology, and the business operations, revenues, billings and operating activities primarily related to the foregoing (the "BSS Business") will be transferred to Newco (the "Pre-Closing Restructuring"); (ii) EchoStar will distribute all outstanding shares of common stock, par value $0.001 per share, of Newco (such stock, "Newco Common Stock" and all such shares, the "Newco Shares") on a pro rata basis (the "Distribution"), to the holders of record (as of the record date for the distribution of Newco Shares) of Class A common stock, par value $.001 per share, of EchoStar (the "EchoStar Class A Common Stock") and Class B common stock, par value $.001 per share, of EchoStar (the "EchoStar Class B Common Stock" and, together with the EchoStar Class A Common Stock, the "EchoStar Common Stock"); and (iii) upon the consummation of the Pre-Closing Restructuring and the Distribution, Merger Sub will merge with and into Newco (the "Merger" and, together with the Pre-Closing Restructuring and the Distribution, the "Transactions") such that, upon consummation of the Merger, Merger Sub will cease to exist and Newco will continue as a wholly owned subsidiary of DISH Network. As consideration for the Merger, shares of Newco Common Stock issued and outstanding immediately prior to the Effective Time (as defined below) of the Merger (other than certain excluded shares) will be converted into the right to receive and will be exchangeable for newly issued shares of Class A common stock, par value $0.01 per share, of DISH Network (such stock, "DISH Network Class A Common Stock," and such shares, the "DISH Network Class A Shares," and, together with Class B common stock, $0.01 par value, of DISH Network ("DISH Network Class B Common Stock" and, together with DISH Network Class A Common Stock, "DISH Network Common Stock") in the aggregate. As a result, DISH Network will be issuing an additional 22,937,188 shares of its DISH Network Class A Common Stock to EchoStar's stockholders (as of the record date for the distribution of Newco Shares) as consideration for the BSS Business. Together, the Transactions are intended to be structured as a tax-free spin-off and merger.

         DISH Network Class A Common Stock currently trades on the NASDAQ Global Select Market ("NASDAQ") under the ticker symbol "DISH." On August 16, 2019, the closing price of the DISH Network Class A Common Stock was $31.96 per share. You should be aware that because the number of shares being issued as consideration in the Merger is fixed, the value of the consideration EchoStar stockholders will receive in the Merger will fluctuate as the market price of DISH Network Class A Common Stock changes.

         EchoStar stockholders are receiving this prospectus-information statement (this "prospectus") as:

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an information statement from EchoStar relating to Newco, to inform EchoStar stockholders of the Pre-Closing Restructuring, the Distribution and the Merger; and



•

a prospectus from DISH Network for the issuance by DISH Network of shares of DISH Network Class A Common Stock that will be issued in the Merger.

         EchoStar stockholders are not required to vote on the Pre-Closing Restructuring, the Distribution or the Merger. EchoStar and DISH Network are not asking EchoStar stockholders for a proxy, and EchoStar stockholders are requested not to send a proxy to EchoStar or DISH Network.

         DISH Network stockholders are not required to vote on the Merger or the issuance of DISH Network Class A Common Stock in connection therewith. DISH Network is not asking its stockholders for a proxy, and DISH Network stockholders are requested not to send a proxy to DISH Network.

         In reviewing this document, you should carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 24 of this document.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 19, 2019

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IMPORTANT NOTE ABOUT THIS PROSPECTUS

        This prospectus incorporates important business and financial information about DISH Network from other documents that DISH Network has filed with the United States Securities and Exchange Commission (the "SEC") and that are contained in or incorporated by reference herein. For a listing of documents incorporated by reference herein, please see the section titled "Where You Can Find More Information" beginning on page 149 of this prospectus. DISH Network is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and accordingly files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, DISH Network's public filings are also maintained on the SEC's Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov.

        You may obtain any of the documents referred to above from the SEC, through the SEC's website or from DISH Network, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration of which this prospectus forms a part, by requesting them in writing or by telephone at the following address:

DISH Network Corporation
9601 South Meridian Boulevard
Englewood, Colorado 80112
Attention: Investor Relations
Telephone: (303) 723-1000

        To receive timely delivery of the documents, your request must be received no later than September 1, 2019.

        General information about DISH Network, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through DISH Network's website at https://www.dish.com as soon as reasonably practicable after DISH Network files them with, or furnishes them to, the SEC. Information on DISH Network's website is not incorporated into this prospectus and is not a part of this prospectus.

        General information about EchoStar, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through EchoStar's website at https://www.echostar.com as soon as reasonably practicable after EchoStar files them with, or furnishes them to, the SEC. Information on EchoStar's website is not incorporated into this prospectus and is not a part of this prospectus.

        DISH Network, EchoStar and Newco have not authorized anyone to give any information or make any representation about the Transactions, DISH Network, EchoStar or Newco that is different from, or in addition to, the information contained in this prospectus or in any of the materials that have been incorporated by reference into this prospectus. Therefore, if anyone distributes any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell or solicitations of offers to exchange or purchase the securities offered by this prospectus are not permitted, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus speaks only as of the date of this prospectus or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. DISH Network, EchoStar and Newco have all contributed to the information relating to the Transactions contained in this prospectus. All information in this prospectus concerning DISH Network has been furnished by DISH Network. All information in this prospectus concerning EchoStar and Newco, including all information relating to the Pre-Closing Restructuring and the Distribution, has been furnished by EchoStar.

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PROSPECTUS

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF DISH NETWORK

        The following table sets forth the selected historical consolidated financial data of DISH Network as of and for the periods indicated. The selected historical consolidated financial data as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 was derived from the audited consolidated financial statements of DISH Network included in its annual reports on Form 10-K. The selected historical consolidated financial data as of June 30, 2019 and for the six months ended June 30, 2019 and 2018 was derived from the unaudited consolidated interim financial statements of DISH Network included in its quarterly reports on Form 10-Q. You should read the selected financial data set forth below in conjunction with DISH Network's financial statements and the related notes.

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HISTORICAL PER SHARE FINANCIAL DATA

        The following table sets forth, for the six months ended June 30, 2019 and the year ended December 31, 2018, selected per share information for DISH Network Common Stock on a historical basis. Except for the historical information as of and for the year ended December 31, 2018, which is derived from DISH Network's audited financial statements, the information in the table is unaudited. You should read the data with the historical consolidated financial statements and related notes of DISH Network contained in its Annual Report on Form 10-K for the year ended December 31, 2018, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, as applicable, each of which are incorporated by reference into this prospectus. See "Where You Can Find More Information" beginning on page 149.

        DISH Network has not declared a dividend on account of DISH Network Class A Common Stock or DISH Network Class B Common Stock during the periods presented in the following table.

        Upon completion of the Merger, the operating results of Newco will be reflected in the consolidated financial statements of DISH Network on a prospective basis.

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MARKET VALUE OF DISH NETWORK CLASS A COMMON STOCK

        Shares of DISH Network Class A Common Stock currently trade on the NASDAQ under the symbol "DISH." There were 6,327 holders of record of DISH Network Class A Common Stock at the close of business on May 31, 2019. The table below sets forth the market value of the DISH Network Class A Common Stock on May 17, 2019, the last trading day before the announcement of the Master Transaction Agreement.

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RISK FACTORS

        In reviewing the Transactions described in this prospectus, you should consider carefully the following risk factors, together with all of the other information included in, or incorporated by reference into, this prospectus. In addition, you should read and consider the risks associated with the businesses of DISH Network. In particular, please read Part I, Item 1. "Business" and Part I, Item 1A. "Risk Factors," in the Annual Report on Form 10-K for the year ended December 31, 2018, for DISH Network and Part II, Item 1A. "Risk Factors" in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, for DISH Network, each incorporated by reference herein. This prospectus also contains forward-looking statements that involve risks and uncertainties. Please read the section titled "Special Note Regarding Forward-Looking Statements" beginning on page 36.

        The risks described below are the material risks, although not the only risks, relating to the Pre-Closing Restructuring, the Distribution, the Merger and each of DISH Network and EchoStar in relation to the Transactions. The risks described below are not the only risks that DISH Network or EchoStar currently faces or will face after the consummation of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect DISH Network's business, financial condition or results of operations or the market price of DISH Network Class A Common Stock following the consummation of the Transactions.

        If any of the following risks and uncertainties relating to the Transactions or DISH Network develops into actual events, these events could have a material adverse effect on DISH Network's business, financial condition or results of operations after the Transactions. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transactions

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as DISH Network and EchoStar may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

        The consummation of the Merger is subject to numerous conditions, including, among other things:

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the Requisite Stockholder Approval having been obtained;



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the required governmental consents having been received and the required governmental notices that are required to be submitted prior to the Closing having been filed;



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the absence of any governmental action or proceeding (a) challenging or seeking to make illegal or otherwise prohibit, directly or indirectly, the consummation of the Transactions, or (b) directly involving EchoStar, Newco or the DISH Parties or any of their affiliates that would reasonably be expected to materially impair the DISH Parties' ability to own or operate the BSS Business and conduct the business as currently conducted;



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the absence of any governmental order prohibiting the consummation of the Transactions;



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the DISH Network registration statement having become effective under the Securities Act and this prospectus or any other required SEC filings having been disseminated to the EchoStar stockholders;



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DISH Network having filed with the NASDAQ a notification form for the listing of all DISH Network Class A Shares to be issued to Newco stockholders in the Merger, and the NASDAQ not having objected to the listing of such DISH Network Class A Shares;



•

the Pre-Closing Restructuring and Distribution having been completed;

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certain consents with respect to the operation of the EchoStar XXIII satellite having been obtained; and



•

other customary conditions.

        There is no assurance that the Pre-Closing Restructuring, the Distribution or the Merger will be consummated on the terms or timeline currently contemplated, or at all. DISH Network and EchoStar have and will continue to expend time and resources of management and to incur legal, advisory and financial services fees related to the Transactions. These expenses must generally be paid regardless of whether the Transactions are consummated.

        Governmental authorities may impose conditions to the approval of the Transactions or may require changes to the terms of the Transactions. Any such conditions or changes could have the effect of delaying completion of the Transactions, imposing costs on or limiting the revenues of the combined company following the Transactions or otherwise reducing the anticipated benefits of the Transactions. Any condition or change which results in a MAE on the EchoStar Parties or the BSS Business under the Master Transaction Agreement may cause DISH Network to terminate the Master Transaction Agreement.

Failure to complete the Transactions could adversely affect the market price of DISH Network Class A Common Stock as well as its business, financial condition and results of operations.

        If the Transactions are not completed for any reason, the price of DISH Network Class A Common Stock may decline, or its business, financial condition and results of operations may be impacted, including: to the extent that the market price of DISH Network Class A Common Stock reflects positive market assumptions that the Transactions will be completed and the related benefits will be realized; based on significant expenses, such as legal, advisory and financial services which generally must be paid regardless of whether the Transactions are completed; and based on distraction of DISH Network's workforce and management team.

Certain of DISH Network directors and executive officers and EchoStar directors and executive officers have interests in seeing the Transactions completed that may be different from, or in addition to, those of other DISH Network stockholders or EchoStar stockholders, respectively.

        Certain of DISH Network directors and executive officers have interests in the Transactions that may be different from, or in addition to, the interests of DISH Network stockholders generally. The DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the members of the DISH Network Board were aware of and considered these interests, among other matters, in deciding to approve the terms of the Master Transaction Agreement and the Transactions.

        Certain directors and executive officers of DISH Network will serve as directors and executive officers of Newco following the Transactions. For further discussion please see "Interests of Affiliates in the Transactions—Interests of Directors and Executive Officers of DISH Network in the Transactions" on page 130.

        Certain of EchoStar's directors and executive officers have interests in the Transactions that may be different from, or in addition to, the interests of EchoStar stockholders generally.

        Directors and executive officers of EchoStar or Newco who own shares of EchoStar Common Stock will participate in the Distribution and the Merger on the same terms as other EchoStar stockholders. Additionally, Mr. Ergen, director and Chairman of both DISH Network and EchoStar, will serve as a director and executive officer of Newco following the Transactions. The EchoStar Approving Parties were aware of and considered these interests, among other matters, in deciding to approve the terms of the Master Transaction Agreement and the Transactions. For additional information on the interests of these directors and officers, see "Interests of Affiliates in the

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Transactions—Interests of Directors and Executive Officers of EchoStar and Newco in the Transactions" beginning on page 130.

The calculation of the consideration for the Merger will not be adjusted if there is a change in the value of the BSS Business or the value of DISH Network Class A Common Stock.

        The number of shares of DISH Network Class A Common Stock to be issued to Newco Stockholders in the Merger is based upon a pre-determined valuation of the BSS Business and will not be adjusted if there is a change in the value of the BSS Business prior to the consummation of the Transactions. EchoStar stockholders will receive an aggregate of 22,937,188 shares of DISH Network Class A Common Stock in exchange for the shares of Newco Common Stock distributed to them if the Merger is completed. The actual value of the DISH Network Class A Common Stock to be received by EchoStar's stockholders will depend on the market value of such shares at the time of closing of the Transactions, and EchoStar's stockholders may receive more or less than the current value of DISH Network Class A Common Stock. DISH Network will not be required to consummate the Merger if there has been any "Material Adverse Effect" as defined in the Master Transaction Agreement.

        The market price of DISH Network Class A Common Stock has been, and may continue to be, volatile, and could decline prior to the consummation of the Merger. In addition, the market price of DISH Network Class A Common Stock may be negatively affected by the performance of DISH Network prior to or following the consummation of the Merger. As a result, the market price of the DISH Network Class A Common Stock you receive in the Transactions may be materially different from the current market prices.

The integration of the BSS Business into DISH Network may not be as successful as anticipated.

        The Transactions involve numerous operational, strategic, financial, accounting, legal, tax and other risks, as well as potential liabilities associated with the acquired business. DISH Network may not be able to successfully or profitably integrate, operate, maintain and manage the BSS Business and its employees. DISH Network may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to operational inefficiencies. In addition, the integration process may strain DISH Network's financial and managerial controls and reporting systems and procedures. Difficulties in integrating the BSS Business into DISH Network may result in the BSS Business performing differently than expected, in operational challenges or in the failure to realize anticipated expense-related efficiencies. DISH Network's existing businesses could also be negatively impacted by the Transactions. Potential difficulties that may be encountered in the integration process include, among other factors:

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the inability to successfully integrate the BSS Business into DISH Network in a manner that permits DISH Network to achieve the full revenue and cost savings anticipated from the Transactions;



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complexities associated with managing the larger, more complex, integrated business;



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not realizing anticipated operating synergies;



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integrating personnel from the BSS Business and the loss of key employees; and



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potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Transactions.

DISH Network may fail to realize all of the anticipated benefits of the Transactions.

        The success of the Transactions will depend, in part, on DISH Network's ability to realize the anticipated benefits and cost savings from acquiring the BSS Business. The anticipated benefits and cost savings of the Transactions may not be realized fully or at all, may take longer to realize than

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expected or could have other adverse effects that DISH Network does not currently foresee. Some of the assumptions that DISH Network has made, such as the achievement of operating synergies, may not be realized. The integration process may result in the loss of employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and unforeseen expenses associated with the Transactions that were not discovered in the course of performing due diligence.

The market price for shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock before and after the completion of the Transactions may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock.

        Upon consummation of the Transactions, EchoStar stockholders will hold both DISH Network Class A Common Stock and EchoStar Class A Common Stock, and DISH Network stockholders will continue to hold DISH Network Class A Common Stock. The businesses of EchoStar and DISH Network prior to the closing of the Transactions differ from their respective businesses after the Transactions, and, accordingly, the results of operations of each company will be affected by some factors that are different from those currently or historically affecting the results of operations of EchoStar and those currently or historically affecting the results of operations of DISH Network. The results of operations of each company may also be affected by factors different from those that currently affect or have historically affected either DISH Network or EchoStar. For a discussion of the businesses of each of EchoStar and DISH Network and some important factors to consider in connection with those businesses, please see the sections entitled "Information about DISH Network" beginning on page 103 and "Information about EchoStar" beginning on page 109, and the documents and information included elsewhere in this prospectus or incorporated by reference into this prospectus and listed under the section entitled "Where You Can Find More Information" beginning on page 149.

DISH Network and EchoStar must obtain certain regulatory approvals and clearances to consummate the Transactions, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Transactions, result in additional expenditures of money and resources or reduce the anticipated benefits of the Transactions.

        In connection with the Merger, the parties intend to make all required filings with the SEC, the FCC and the NASDAQ, as well as any required filings with respect to export control regulations. The parties also expect to request the approval of the United Kingdom Space Agency for the operation of the EchoStar XXIII satellite by DISH Network, and EchoStar has filed a notice and a request for the consent of Anatel regarding the termination of EchoStar's license for that satellite and the relocation of the satellite. The completion of the Merger is contingent on making those filings and obtaining those regulatory approvals or consents, to the extent such consents are required. Failure to obtain the necessary clearance in any of these jurisdictions could substantially delay or prevent the consummation of the Merger, which could negatively affect both DISH Network and EchoStar.

        As a condition to granting the necessary approvals or clearances, governmental authorities may impose requirements, limitations or costs or place restrictions on the conduct of the business of DISH Network after the completion of the Transactions. Any one of these requirements, limitations, costs, or restrictions could jeopardize or delay the completion of or reduce the anticipated benefits of the Transactions. Under the Master Transaction Agreement, DISH Network and EchoStar are generally required to use their commercially reasonable efforts to take or cause to be taken all actions reasonably necessary to consummate the Transactions, unless such actions would result in any condition or requirement that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or a Satellite MAE.

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If the Distribution and the Merger do not qualify as a tax-free distribution and merger under the Code, then EchoStar and/or the EchoStar stockholders may be required to pay substantial U.S. federal income taxes, for which DISH Network has certain indemnification obligations.

        The Transactions are conditioned upon the parties' receipt of a Tax Opinion from their respective counsels as to the tax-free nature of the transactions. The parties do not currently anticipate obtaining a private letter ruling from the IRS with respect to the Distribution and the Merger and instead intend to rely solely on their respective Tax Opinions for comfort that the Distribution and the Merger qualify for tax-free treatment for U.S. federal income tax purposes under the Code.

        The Tax Opinions will be based on, among other things, certain undertakings made by DISH Network and EchoStar, as well as certain representations and assumptions as to factual matters made by DISH Network, EchoStar, and Mr. and Mrs. Ergen and representatives of certain entities established by Mr. Ergen for the benefit of his family. The failure of any factual representation or assumption to be true, correct and complete, or any undertaking to be fully complied with, could affect the validity of the Tax Opinions. An opinion of counsel represents counsel's best legal judgment, is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions set forth in the Tax Opinions. In addition, the Tax Opinions will be based on current law, and cannot be relied upon if current law changes with retroactive effect.

        If the Distribution does not qualify as a tax-free distribution under Section 355 of the Code, then the Distribution would be taxable to the EchoStar stockholders, EchoStar would recognize a substantial gain on the Distribution, EchoStar and its stockholders could incur significant U.S. federal income tax liabilities, and DISH Network and EchoStar could be required to indemnify each other for the tax on such gain pursuant to the Tax Matters Agreement if the failure of the Distribution to so qualify is the result of certain actions or misrepresentations by such party, but neither EchoStar nor DISH Network will be required to indemnify any of the EchoStar stockholders. In addition, DISH Network could be required to reimburse EchoStar for certain net operating losses used by DISH Network even if the failure of the Distribution to so qualify is not the result of any actions or misrepresentations by DISH Network, as described under "Certain Relationships and Related Party Transactions—Tax Sharing Agreement" beginning on page 127.

        In the event DISH Network is required to indemnify or reimburse EchoStar for taxes incurred in connection with the Transactions, the indemnification obligation could have a material adverse effect on DISH Network's business, financial condition, results of operations and cash flows. In the event EchoStar is required to indemnify DISH Network for taxes incurred in connection with the Transactions, the indemnification obligation could have a material adverse effect on EchoStar's business, financial conditions, results or operations and cash flow. For a detailed description of indemnification obligation provided in the Tax Matters Agreement, see "The Transactions—Indemnification" beginning on page 76.

        Even if the Distribution otherwise qualifies for the Intended Tax Treatment, the Distribution would be taxable to EchoStar (but not to EchoStar stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of EchoStar or Newco, directly or indirectly (including through acquisitions of the Newco Common Stock or DISH Network Common Stock after the completion of the Transactions), as part of a plan or series of related transactions that includes the Distribution (see "Material U.S. Federal Income Tax Consequences—Tax Consequences of the Distribution"). If there is a change of control of DISH Network or Newco after the completion of the Transaction or transfers of stock or assets of DISH Network or Newco that results in the Distribution being taxable to EchoStar under Section 355(e), DISH Network would be required to indemnify EchoStar (but not its stockholders) for such taxes only if DISH Network took an action or knowingly facilitated, consented to or assisted with an action by a DISH

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Network stockholder that caused the Distribution to fail to qualify for the Intended Tax Treatment (see "The Transactions—Indemnification").

        If the Merger were taxable, EchoStar stockholders would be considered to have made a taxable sale of their Newco Common Stock to DISH Network and, consequently, EchoStar stockholders would recognize taxable gain or loss on their receipt of DISH Network common stock in the Merger. In addition, the Merger being taxable could cause the Distribution to fail to qualify for the Intended Tax Treatment.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Transactions.

        The success of the Transactions will depend in part on the retention of personnel critical to the business and operations of DISH Network and EchoStar, in particular the BSS Business, due to, for example, their technical skills or management expertise, especially with respect to those employees with expertise with respect to the operations of satellites. Competition for qualified personnel can be intense and qualified personnel can be in high demand.

        Current and prospective employees of DISH Network and EchoStar may experience uncertainty about their future role with DISH Network and EchoStar until strategies with regard to these employees are announced or executed, which may impair DISH Network and EchoStar's ability to attract, retain and motivate key management, technical and other personnel prior to and following the Transactions. Employee retention may be particularly challenging during the pendency of the Transactions. If DISH Network and EchoStar (in particular with BSS Business) are unable to retain personnel, including key management, who are critical to the successful integration and future operations of the companies, DISH Network and EchoStar could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Transactions.

The Transactions, including uncertainty regarding the Transactions, may cause customers, suppliers or strategic partners to delay or defer decisions concerning DISH Network or EchoStar and adversely affect each company's ability to effectively manage their respective businesses.

        The Transactions will happen only if the stated conditions are met, including, among others, the receipt of regulatory approvals. Some of the conditions are outside the control of DISH Network and EchoStar, and both parties also have certain rights to terminate the Master Transaction Agreement. Accordingly, there may be uncertainty regarding the completion of the Transactions. This uncertainty may cause customers, suppliers, vendors, strategic partners or others that deal with DISH Network or EchoStar to delay or defer entering into contracts with DISH Network or EchoStar or making other decisions concerning DISH Network or EchoStar or seek to change or cancel existing business relationships with DISH Network or EchoStar, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of DISH Network and EchoStar, regardless of whether the Transactions are ultimately completed.

Each of DISH Network and EchoStar may incur significant transaction, merger-related and restructuring costs in connection with the Transactions.

        DISH Network and EchoStar have incurred and expect to incur a number of non-recurring costs associated with the Pre-Closing Restructuring, the Distribution, the Merger (and the issuance of shares in connection therewith) and other related transactions, as well as transaction fees and other costs related to the Transactions. These costs and expenses include fees paid to financial, legal and

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accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including payments that may be made to certain executives, filing fees, printing expenses and other related charges. EchoStar will also incur restructuring costs and DISH Network will incur integration costs in connection with the Transactions. Some of these costs are payable by DISH Network and EchoStar, respectively, regardless of whether the Transactions are completed. While both DISH Network and EchoStar have assumed that a certain level of expenses would be incurred in connection with the Transactions, there are many factors beyond their control that could affect the total amount or the timing of the restructuring, integration and implementation expenses.

Third parties may terminate or alter existing contracts or relationships with DISH Network or EchoStar.

        EchoStar has contracts with suppliers, vendors, lessors, licensors and other business partners which may require EchoStar to obtain consent from these other parties in connection with the Transactions. If these consents cannot be obtained, DISH Network or EchoStar may suffer a loss of potential future revenue and may lose rights that are material to its business and the business of each company following the Transactions. In addition, third parties with whom DISH Network or EchoStar currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation or as a result of the Transactions. Any such disruptions could limit each company's ability to achieve the anticipated benefits of the Transactions. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Transactions or the termination of the Master Transaction Agreement.

A putative class action lawsuit has been filed challenging the Transactions, which may delay or prevent the Transactions from being completed or result in substantial costs.

        A complaint has been filed by a purported EchoStar stockholder. See "Litigation Related to the Transactions" on page 77 of this prospectus for more information about litigation related to the Transactions that has been commenced prior to the date of this prospectus. There can be no assurance that additional complaints will not be filed with respect to the Transactions.

        Even if this lawsuit and any others that may be filed are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment may delay or prevent the Transactions or result in monetary damages, any of which may adversely affect EchoStar's and/or DISH Network's respective business, financial condition and results of operations.

Risks Related to DISH Network's Business and DISH Network Class A Common Stock

        In addition to the risks detailed herein, you should also carefully review the risk factors contained in DISH Network's Annual Report on Form 10-K for the year ended December 31, 2018, as well as the other documents that are incorporated by reference herein. See "Where You Can Find More Information" beginning on page 149 for the location of information incorporated by reference in this prospectus.

Despite the acquisition of additional satellites as part of the Transactions, following closing DISH Network will continue to have limited satellite capacity, and failures or reduced capacity could adversely affect its DISH TV services.

        Operation of DISH TV services requires that DISH Network have adequate satellite transmission capacity for the programming it offers. While DISH Network generally has had in-orbit satellite capacity sufficient to transmit its existing channels and some backup capacity to recover the transmission of certain critical programming, and the satellites acquired in the Transactions will bolster

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that capacity, DISH Network's backup capacity is limited. Following closing, DISH Network will continue to lease satellite capacity from third parties, see "—DISH Network generally does not carry commercial in-orbit insurance on any of the satellites that DISH Network uses and could face significant impairment charges if any of its owned satellites fail" below.

        DISH Network's ability to earn revenue from its DISH TV services depends on the usefulness of its owned and leased satellites, each of which has a limited useful life. A number of factors affect the useful lives of the satellites, including, among other things, the quality of their construction, the durability of their component parts, the ability to continue to maintain proper orbit and control over the satellite's functions, the efficiency of the launch vehicle used, and the remaining on-board fuel following orbit insertion. Generally, the minimum design life of each of DISH Network's owned and leased satellites ranges from 12 to 15 years. DISH Network can provide no assurance, however, as to the actual useful lives of any of its satellites. DISH Network's operating results could be adversely affected if the useful life of any of its owned or leased satellites were significantly shorter than the minimum design life.

        In the event of a failure or loss of any of DISH Network's owned or leased satellites (including those acquired as part of the Transactions), DISH Network may need to acquire or lease additional satellite capacity or relocate one of its other owned or leased satellites and use it as a replacement for the failed or lost satellite, any of which could have a material adverse effect on its business, financial condition and results of operations. Such a failure could result in a prolonged loss of critical programming. A relocation would require FCC and/or other domestic and/or foreign regulatory approvals and, among other things, may require a showing to the FCC and/or other domestic and/or foreign regulatory body that the replacement satellite would not cause additional interference compared to the failed or lost satellite. DISH Network cannot be certain that it could obtain such FCC and/or other domestic and/or foreign regulatory body approval. If DISH Network chose to use a satellite in this manner, this use could adversely affect its ability to satisfy certain operational conditions associated with its authorizations. Failure to satisfy those conditions could result in the loss of such authorizations, which would have an adverse effect on DISH Network's ability to generate revenues.

Satellite anomalies or technological failures could adversely affect the value of a particular satellite or result in a complete loss. Some of the satellites being acquired in the Transactions have experienced anomalies that may affect their useful lives or prohibit DISH Network from operating them to their currently expected capacity, and one or more of the satellites may suffer a technological failure, either of which could have an adverse effect on DISH Network's business, financial condition and results of operations.

        Satellites may experience anomalies from time to time, some of which may have a significant adverse effect on their remaining useful lives, the commercial operation of the satellites or DISH Network's operating results or financial position. Some of the satellites being acquired in the Transactions have had anomalies in the past that have caused losses at EchoStar. For instance, the EchoStar X satellite experienced anomalies in the past which affected seven solar array circuits. In December 2017, the satellite experienced anomalies which affected one additional solar array circuit reducing the number of functional solar array circuits to 16. As a result of these anomalies, EchoStar experienced a reduction in revenue. There can be no assurance, however, that there will be no further anomalies with this or any other satellite, and any such anomalies could have adverse operational or financial effects in the future. In addition, there can be no assurance that DISH Network can recover critical transmission capacity in the event one or more of its satellites were to fail. Further, technological failures in any of the satellites may drastically reduce the useful life of that satellite to be significantly shorter than the minimum design life or immediately end the useful life.

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DISH Network generally does not carry commercial in-orbit insurance on any of the satellites that DISH Network uses and could face significant impairment charges if any of its owned satellites fail.

        Generally, DISH Network does not carry commercial in-orbit insurance on any of the satellites it uses, other than certain limited circumstances, and generally does not use commercial insurance to mitigate the potential financial impact of in-orbit failures because it believes that the cost of insurance premiums is uneconomical relative to the risk of such failures. Following completion of the Transactions, DISH Network will still lease a portion of its satellite capacity from third parties, and DISH Network generally does not carry commercial insurance on any of the satellites leased from them. While DISH Network generally has had in-orbit satellite capacity sufficient to transmit its existing channels and some backup capacity to recover the transmission of certain critical programming, its backup capacity is limited. In the event of a failure or loss of any of its owned or leased satellites, DISH Network may need to acquire or lease additional satellite capacity or relocate one of its other owned or leased satellites and use it as a replacement for the failed or lost satellite. If one or more of its owned in-orbit satellites fail, DISH Network could be required to record significant impairment charges.

DISH Network's owned and leased satellites are subject to construction, launch, operational and environmental risks that could limit its ability to utilize these satellites.

        Construction and launch risks.    Operation of its DISH TV services requires that DISH Network have adequate satellite transmission capacity for the programming it offers. To accomplish this goal, from time to time, new satellites need to be built and launched. Satellite construction and launch is subject to significant risks, including construction and launch delays, launch failure and incorrect orbital placement. Certain launch vehicles that may be used by DISH Network have either unproven track records or have experienced launch failures in the recent past. The risks of launch delay and failure are usually greater when the launch vehicle does not have a track record of previous successful flights. Launch failures result in significant delays in the deployment of satellites because of the need both to construct replacement satellites, which can take more than three years, and to obtain other launch opportunities. Significant construction or launch delays could materially and adversely affect DISH Network's ability to generate revenues. If DISH Network were unable to obtain launch insurance, or obtain launch insurance at rates it deemed commercially reasonable, and a significant launch failure were to occur, it could impact DISH Network's ability to fund future satellite procurement and launch opportunities.

        In addition, the occurrence of future launch failures for other operators may delay the deployment of DISH Network's satellites and materially and adversely affect its ability to insure the launch of its satellites at commercially reasonable premiums, if at all. See "DISH Network generally does not carry commercial in-orbit insurance on any of the satellites that DISH Network uses and could face significant impairment charges if any of its owned satellites fail." above for further information.

        Operational risks.    Satellites are subject to significant operational risks while in orbit. These risks include malfunctions, commonly referred to as anomalies that have occurred in DISH Network's satellites and the satellites of other operators as a result of various factors, such as manufacturing defects, problems with the power systems or control systems of the satellites and general failures resulting from operating satellites in the harsh environment of space. See "Satellite anomalies or technological failures could adversely affect the value of a particular satellite or result in a complete loss. Some of the satellites being acquired in the Transactions have experienced anomalies that may affect their useful lives or prohibit DISH Network from operating them to their currently expected capacity, and one or more of the satellites may suffer a technological failure, either of which could have an adverse effect on DISH Network's business, financial condition and results of operations." above.

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        Although DISH Network works closely with the satellite manufacturers to determine and eliminate the cause of anomalies in new satellites and provide for redundancies of many critical components in the satellites, DISH Network may experience anomalies in the future, whether of the types described above or arising from the failure of other systems or components.

        Any single anomaly or series of anomalies could materially and adversely affect DISH Network's operations and revenues and its relationship with current customers, as well as its ability to attract new customers for its DISH TV services. In particular, future anomalies may result in the loss of individual transponders on a satellite, a group of transponders on that satellite or the entire satellite, depending on the nature of the anomaly. Anomalies may also reduce the expected useful life of a satellite, thereby reducing the channels that could be offered using that satellite, or create additional expenses due to the need to provide replacement or back-up satellites.

        Environmental risks.    Meteoroid events pose a potential threat to all in-orbit satellites. The probability that meteoroids will damage those satellites increases significantly when the Earth passes through the particulate stream left behind by comets. Occasionally, increased solar activity also poses a potential threat to all in-orbit satellites.

        Some decommissioned satellites are in uncontrolled orbits that pass through the geostationary belt at various points, and present hazards to operational satellites, including DISH Network's satellites. DISH Network may be required to perform maneuvers to avoid collisions and these maneuvers may prove unsuccessful or could reduce the useful life of the satellite through the expenditure of fuel to perform these maneuvers. The loss, damage or destruction of any of DISH Network's satellites as a result of an electrostatic storm, collision with space debris, malfunction or other event could have a material adverse effect on its business, financial condition and results of operations.

Current DISH Network stockholders will have reduced ownership and voting interest in and will exercise less influence over management of DISH Network following the Transactions.

        Upon consummation of the Transactions, due to the issuance of DISH Network Class A Shares in connection therewith, the current DISH Network stockholders will have a smaller percentage ownership interest in DISH Network compared to what they own prior to the Transactions. As of the date of this prospectus, based on the number of shares of DISH Network Class A Common Stock to be issued in connection with the Merger and the estimated number of shares of DISH Network Class A Common Stock that will be outstanding immediately prior to the completion of the Transactions, the current DISH Network stockholders will hold approximately 95.1% of the issued and outstanding shares of DISH Network Class A Common Stock following the Transactions, and the current EchoStar stockholders will hold approximately 4.9% of the issued and outstanding shares of DISH Network Class A Common Stock following the Transactions. Accordingly, the current DISH Network stockholders will have reduced ownership and voting interests in and will have less influence over management of DISH Network following the Transactions.

While the Transactions are pending, DISH Network is subject to certain interim operating covenants, including a covenant that requires DISH Network to maintain its business in the ordinary course, all of which could prohibit DISH Network from taking certain actions that might otherwise be beneficial to DISH Network and its stockholders.

        After the date of the Master Transaction Agreement and prior to the Effective Time, the Master Transaction Agreement restricts DISH Network from taking specified actions without the consent of EchoStar and requires that DISH Network use commercially reasonable efforts to preserve its and its subsidiaries' businesses in all material respects. These restrictions may prevent DISH Network from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the Transactions and could

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have the effect of delaying or preventing other strategic transactions. Adverse effects arising from the pendency of the Transactions could be exacerbated by any delays in consummation of the Transactions or termination of the Master Transaction Agreement. See the section entitled "The Master Transaction Agreement—Conduct of Business Pending the Closing" beginning on page 85.

If DISH Network were to take certain actions that could cause the Distribution to become taxable to EchoStar, DISH Network may be required to indemnify EchoStar for any resulting tax liability, and the indemnity amounts could be substantial.

        To preserve the Intended Tax Treatment of the Distribution, DISH Network will undertake upon closing of the Transactions to comply with certain restrictions under current U.S. federal income tax laws for spin-offs, including (i) refraining from engaging in certain transactions that would result in Section 355(e) of the Code applying to the Distribution (which generally would occur if Newco undergoes a direct or indirect fifty percent or greater change by vote or value in its ownership as a result of the Distribution and related transactions), (ii) continuing to own and manage the BSS Business in a certain manner, and (iii) limiting certain repurchases or redemptions of the DISH Network Common Stock. To the extent that DISH Network did not comply with these contractual provisions, among other effects, the Distribution could become taxable to EchoStar, in which case, DISH Network may be required to indemnify EchoStar for any tax liability that results from DISH Network's non-compliance with these restrictions, and such indemnity obligations could be substantial. See "The Transactions—Indemnification" below.

Risks Related to EchoStar's Business and EchoStar Class A Common Stock

        In addition to the risks detailed herein, you should also carefully review the risk factors contained in EchoStar Corporation's Annual Report on Form 10-K/A for the year ended December 31, 2018, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and other documents filed with the SEC.

While the Transactions are pending, EchoStar will be subject to risks and uncertainties and contractual restrictions that could disrupt EchoStar's business or negatively impact the market price of the EchoStar Class A Common Stock.

        The uncertainties associated with the pending Transactions may have a negative effect on EchoStar's business and financial results. Employees and other key personnel may have uncertainties about the closing or the effect of the Transactions, and those uncertainties may impact the ability to retain, recruit and hire key personnel to manage and run its business while the Transactions are pending or if they are not completed. Furthermore, some of EchoStar's customers and vendors may be hesitant to transact with the business of EchoStar following the Transactions in light of uncertainties about the ability of EchoStar's businesses to perform following the Transactions. If EchoStar is unable to reassure customers and vendors to continue transacting with EchoStar following the Transactions, EchoStar's financial results may be adversely affected.

        In addition, to the extent that the market price of EchoStar Class A Common Stock reflects an assumption that the Transactions will be consummated in the time frame and the manner currently anticipated, any delay or failure to close could cause a decline in such market price. Similarly, any delay or failure to complete the Transactions at all or on the terms provided for in the Master Transaction Agreement, could negatively impact EchoStar's relationship with DISH Network, other customers, suppliers and employees and could adversely affect EchoStar's business.

        Pending completion of the Transactions, the attention of EchoStar's management may be focused on the Transactions and related matters, and diverted from its day-to-day business operations, including from other opportunities that might benefit EchoStar. In addition, pursuant to the Master Transaction

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Agreement, prior to closing of the Merger, EchoStar has agreed to conduct the BSS Business in the ordinary course and not to undertake certain actions without the written consent of DISH Network. These restrictions could prevent EchoStar from pursuing certain beneficial business opportunities.

After completion of the Transactions, EchoStar may be more susceptible to adverse events as a result of the Transactions.

        If the Transactions are completed, EchoStar will have divested the BSS Business and EchoStar's business will be subject to concentration of the risks that affect its retained businesses. After completion of the Transactions, EchoStar will have fewer assets and may experience decreases in revenues or net income and increases in operating costs or other expenses. The market price of EchoStar Class A Common Stock may decrease. EchoStar may be more susceptible to market fluctuations and have less leverage with third parties such as customers or suppliers, and EchoStar may experience other adverse events. In addition, EchoStar may not achieve some or all of the operational and strategic benefits from the transactions that it expects to achieve.

EchoStar might not be able to engage in certain strategic transactions because it has agreed to certain restrictions to comply with U.S. federal income tax requirements for a tax-free spin-off.

        To preserve the Intended Tax Treatment of the Distribution, EchoStar will undertake upon closing of the Transactions to comply with certain restrictions under current U.S. federal income tax laws for spin-offs, including (i) refraining from engaging in certain transactions that would result in a fifty percent or greater change by vote or by value in its stock ownership, (ii) continuing to own and manage its historic businesses, and (iii) limiting sales or redemptions of its common stock. These restrictions could prevent EchoStar from pursuing otherwise attractive business opportunities, result in EchoStar's inability to respond effectively to competitive pressures, industry developments and future opportunities and may otherwise harm EchoStar's business, financial results and operations. If these restrictions, among others, are not followed, the Distribution could be taxable to EchoStar and possibly its stockholders. In addition, EchoStar could be required to indemnify DISH Network for any tax liability incurred by DISH Network as a result of EchoStar's non-compliance with these restrictions, and such indemnity obligations could be substantial.

EchoStar/Newco stockholders will not be entitled to appraisal rights in connection with the Transactions.

        Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to the stockholders in connection with the transaction.

        Holders of EchoStar Common Stock do not have appraisal rights under applicable law or contractual appraisal rights under the EchoStar Articles of Incorporation or the Master Transaction Agreement in connection with the Pre-Closing Restructuring or the Distribution.

        Under the Delaware General Corporation Law, stockholders do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

        Because following the Merger, Newco stockholders will receive DISH Network Class A Common Stock which is listed on NASDAQ, a national securities exchange, and which is expected to continue to be so listed, and cash in lieu of fractional shares, Newco stockholders are not entitled to appraisal rights.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated herein by reference contain "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 a company's industries and businesses, its 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 DISH Network, EchoStar and Newco as of the date of this prospectus 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 the control of DISH Network or EchoStar. 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, including, but not limited to, the following:

•

the Transactions may not be completed on the terms or timeline currently contemplated, or at all, as DISH Network and EchoStar may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions;



•

failure to complete the Transactions could adversely affect the market price of DISH Network Class A Common Stock as well as its business, financial condition and results of operations;



•

certain of DISH Network directors and executive officers and EchoStar directors and executive officers have interests in seeing the Transactions completed that may be different from, or in addition to, those of other DISH Network stockholders or EchoStar stockholders, respectively;



•

the calculation of the consideration for the Merger will not be adjusted if there is a change in the value of the BSS Business or the value of DISH Network Class A Common Stock;



•

the integration of the BSS Business into DISH Network may not be as successful as anticipated;



•

DISH Network may fail to realize all of the anticipated benefits of the Transactions;



•

the market price for shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock before and after the completion of the Transactions may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of DISH Network Class A Common Stock and EchoStar Class A Common Stock;



•

DISH Network and EchoStar must obtain certain regulatory approvals and clearances to consummate the Transactions, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the Transactions, result in additional expenditures of money and resources or reduce the anticipated benefits of the Transactions;



•

if the Distribution and the Merger do not qualify as a tax-free distribution and merger under the Code, then EchoStar and/or the EchoStar stockholders may be required to pay substantial U.S. federal income taxes, for which DISH Network has certain indemnification obligations;



•

failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Transactions;

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•

the Transactions, including uncertainty regarding the Transactions, may cause customers, suppliers or strategic partners to delay or defer decisions concerning DISH Network or EchoStar and adversely affect each company's ability to effectively manage their respective businesses;



•

each of DISH Network and EchoStar may incur significant transaction, merger-related and restructuring costs in connection with the Transactions;



•

third parties may terminate or alter existing contracts or relationships with DISH Network or EchoStar;



•

a putative class action lawsuit has been filed challenging the Transactions, which may delay or prevent the Transactions from being completed or result in substantial costs;



•

current DISH Network stockholders will have reduced ownership and voting interest in and will exercise less influence over management of DISH Network following the Transactions;



•

despite the acquisition of additional satellites as part of the Transactions, following closing DISH Network will continue to have limited satellite capacity, and failures or reduced capacity could adversely affect its DISH TV services;



•

satellite anomalies or technological failures could adversely affect the value of a particular satellite or result in a complete loss. Some of the satellites being acquired in the Transactions have experienced anomalies that may affect their useful lives or prohibit DISH Network from operating them to their currently expected capacity, and one or more of the satellites may suffer a technological failure, either of which could have an adverse effect on DISH Network's business, financial condition and results of operations;



•

DISH Network generally does not carry commercial in-orbit insurance on any of the satellites that DISH Network uses and could face significant impairment charges if any of its owned satellites fail;



•

DISH Network's owned and leased satellites are subject to construction, launch, operational and environmental risks that could limit its ability to utilize these satellites;



•

while the Transactions are pending, DISH Network is subject to certain interim operating covenants, including a covenant that requires DISH Network to maintain its business in the ordinary course, all of which could prohibit DISH Network from taking certain actions that might otherwise be beneficial to DISH Network and its stockholders;



•

if DISH Network were to take certain actions that could cause the Distribution to become taxable to EchoStar, DISH Network may be required to indemnify EchoStar for any resulting tax liability, and the indemnity amounts could be substantial;



•

while the Transactions are pending, EchoStar will be subject to risks and uncertainties and contractual restrictions that could disrupt EchoStar's business or negatively impact the market price of the EchoStar Class A Common Stock;



•

after completion of the Transactions, EchoStar may be more susceptible to adverse events as a result of the Transactions;



•

EchoStar might not be able to engage in certain strategic transactions because it has agreed to certain restrictions to comply with U.S. federal income tax requirements for a tax-free spin-off;



•

EchoStar/Newco stockholders will not be entitled to appraisal rights in the Merger; and



•

other businesses, financial, operational and legal risks and uncertainties detailed from time to time in DISH Network's SEC filings, including but not limited to those discussed under

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Item 1A, "Risk Factors," in DISH Network's Annual Report on Form 10-K for the year ended December 31, 2018.

        The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in DISH Network's most recently filed Annual Report on Form 10-K, subsequent Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. Additional information concerning these and other risk factors is contained in EchoStar's most recently filed Annual Report on Form 10-K/A, subsequent Quarterly Reports on Form 10-Q, recent 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, and DISH Network, EchoStar and Newco expressly disclaim any obligation to update these forward-looking statements.

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THE TRANSACTIONS

        This discussion of the Transactions is qualified in its entirety by reference to the Master Transaction Agreement, which is attached to this prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire Master Transaction Agreement carefully as it is the legal document that governs the Transactions.

Structure of the Transactions

        Prior to the consummation of the Merger, EchoStar will effect the Pre-Closing Restructuring, which will result in Newco, directly or indirectly, owning and operating the BSS Business. After the Pre-Closing Restructuring, EchoStar will effect the Distribution, which will result in the holders of EchoStar Common Stock holding all issued and outstanding shares of Newco. Subsequent to the completion of the Pre-Closing Restructuring and the Distribution, the Master Transaction Agreement provides for the acquisition of Newco by DISH Network through the merger of Newco with Merger Sub, a wholly owned subsidiary of DISH Network, with Newco continuing as the surviving corporation of the Merger. See "The Master Transaction Agreement" beginning on page 78 for additional detail.

Merger Consideration to Newco Stockholders

        As a result of the Merger, each outstanding share of Newco Common Stock (other than Newco Common Stock owned by DISH Network, Merger Sub or any other direct or indirect wholly owned subsidiary of DISH Network and Newco Common Stock owned by EchoStar or any direct or indirect wholly owned subsidiary of EchoStar (including Newco), and in each case not held on behalf of third parties (each Newco Share referred to in this parenthetical, an "Excluded Share" and collectively, "Excluded Shares")) will be cancelled and converted into the right to receive a number of DISH Network Class A Shares calculated using the Exchange Ratio. The Excluded Shares will be cancelled and will cease to exist, with no consideration paid in exchange therefor, as of the Effective Time.

        No fractional shares of DISH Network Class A Common Stock will be issued upon the conversion of Newco Shares. Any holder of Newco Shares otherwise entitled to receive a fractional share of DISH Network Class A Common Stock will be entitled to receive a cash payment, without interest, rounded to the nearest cent, equal to the product of (i) the aggregated amount of the fractional share interest in shares of DISH Network Class A Common Stock to which such holder would be entitled and (ii) an amount equal to the average of the volume weighted average price per share of DISH Network Class A Common Stock on the NASDAQ (as reported in the Wall Street Journal or, if not reported therein, as reported in another authoritative source) on each of the five consecutive trading days ending on the second business day immediately preceding the date on which the Effective Time occurs.

Background of the Transactions

        DISH Network and EchoStar have been commercial counterparties since DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets, creating EchoStar as a separate publicly-traded entity on January 1, 2008 (the "2008 Spin-off"). DISH Network and EchoStar operate as separate publicly-traded companies and neither entity has any ownership interest in the other. However, a substantial majority of the voting power of the shares of both DISH Network and EchoStar is owned beneficially by Mr. Ergen, DISH Network's and EchoStar's Chairman, and by certain entities established by Mr. Ergen for the benefit of his family. Currently, EchoStar provides the vast majority of DISH Network's satellite transponder capacity and has been a key supplier of other related services to DISH Network.

        While DISH Network and EchoStar have regularly engaged in commercial transactions with each other since the 2008 Spin-off, DISH Network and EchoStar have also undertaken several significant strategic transactions intended to rationalize their respective assets and businesses. Most recently, on

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February 28, 2017, DISH Network and EchoStar consummated a transaction in which EchoStar transferred to DISH Network certain assets and liabilities of the EchoStar technologies and EchoStar broadcasting businesses, consisting primarily of the businesses that design, develop and distribute digital set-top boxes, provide satellite uplink services and develop and support streaming video technology, as well as certain investments in joint ventures, spectrum licenses, real estate properties and EchoStar's ten percent non-voting interest in Sling TV Holding L.L.C., and in exchange, DISH Network transferred to EchoStar the 6,290,499 shares of preferred tracking stock issued by EchoStar and 81.128 shares of preferred tracking stock issued by HSSC that tracked the residential retail satellite broadband business of Hughes Network Systems, L.L.C. As previously disclosed in each of DISH Network's and EchoStar's public filings, this 2017 transaction has been referred to as the "Share Exchange Agreement."

        Since the Share Exchange Agreement was consummated in 2017, DISH Independent Management (as defined below) and EchoStar Independent Management have engaged in discussions regarding, among other things, potential strategies to further rationalize the companies' respective assets and businesses. In addition, the DISH Network Board and the EchoStar Board from time to time, and in the ordinary course, evaluate and consider a variety of financial and strategic opportunities to enhance stockholder value for each of their respective stockholders, independent of each other.

        During the third quarter 2018, in consultation with representatives of Deutsche Bank, EchoStar's financial advisor which had previously advised EchoStar on a variety of matters, including previous transactions involving DISH Network, EchoStar considered a number of strategic options, including various transaction structures that involved DISH Network, such as a potential disposition to DISH Network of some or all of the assets that now constitute the BSS Business. As a result of these considerations by EchoStar, during October 2018, discussions ensued between EchoStar Independent Management, led by David Rayner, Chief Operating Officer, Chief Financial Officer and Treasurer of EchoStar, and DISH Independent Management (including Brandon Ehrhart, Senior Vice President, Deputy General Counsel and Corporate Secretary of DISH Network, and Paul Orban, who was at the time Senior Vice President, Chief Accounting Officer and Principal Financial Officer of DISH Network) regarding a proposed transaction intended to be tax-free to EchoStar and its stockholders, which the parties determined would require the BSS Business to be spun off from EchoStar and immediately merged with a newly-created subsidiary of DISH Network, with EchoStar's stockholders receiving shares of DISH Network Class A Common Stock as part of the transaction (the "Proposed Transaction"). Following these initial discussions, during the regularly scheduled meeting of the EchoStar Board on October 30, 2018, the EchoStar Board discussed the potential to separate its ESS business in a potential strategic transaction that would achieve the desired tax-free treatment for EchoStar and its stockholders. Following this meeting, DISH Independent Management and EchoStar Independent Management continued to engage in a series of discussions regarding the Proposed Transaction. These discussions also addressed, among other things, which assets were to be included as part of the BSS Business, potential valuation of such assets, structuring considerations, regulatory approvals and expected timing.

        Following October 2018, the next regularly scheduled meeting of the DISH Network Board occurred on February 11, 2019. While no specific materials regarding the Proposed Transaction were distributed at this February 11, 2019 meeting of the DISH Network Board, the DISH Network Board discussed potential financing alternatives for DISH Network. In connection with this financing alternative discussion, the potential to acquire the BSS Business from EchoStar was introduced to the DISH Network Board as another method to, among other things, reduce costs, enhance DISH Network's credit profile, improve free cash flow and EBITDA, and otherwise serve as an alternative to raising capital. At this February 11, 2019 DISH Network Board meeting, the DISH Network Board expressed support to proceed further with exploring the Proposed Transaction and instructed DISH

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Independent Management to proceed with such exploration in accordance with the customary process utilized by DISH Network in evaluating transactions involving DISH Network and EchoStar.

        At a regularly scheduled meeting of the EchoStar Board on February 12, 2019, the EchoStar Board discussed the Proposed Transaction and the potential benefits it could bring to EchoStar and its stockholders. The EchoStar Board expressed support to proceed further with exploring the Proposed Transaction and instructed EchoStar Independent Management to proceed with such exploration under the EchoStar Related Party Transaction Policy and the corporate governance factors relevant thereunder in evaluating transactions involving EchoStar and DISH Network. EchoStar has maintained the EchoStar Related Party Transaction Policy, which establishes a process for approving, among other things, transactions between EchoStar and DISH Network. Under the EchoStar Related Party Transaction Policy, following approval of EchoStar Independent Management, the first step in approving a transaction between EchoStar and DISH Network such as the Proposed Transaction, is to obtain the approval of the EchoStar directors who are not also directors or employees of DISH Network or its subsidiaries.

        Shortly thereafter, legal counsel within each of DISH Independent Management and EchoStar Independent Management discussed entering into a mutual confidentiality agreement relating to the Proposed Transaction. On February 20, 2019, DISH Network and EchoStar executed a mutual confidentiality agreement relating to the Proposed Transaction.

        Between February 20, 2019 and April 18, 2019, EchoStar Independent Management and EchoStar's external legal counsel, White & Case, prepared materials relating to a proposed transaction structure that would be expected to result in a transaction that could be accomplished on a basis that is tax-free to EchoStar, DISH Network and EchoStar's stockholders. During March and April of 2019, EchoStar Independent Management, White & Case, DISH Independent Management and DISH Network's external legal counsel, Sullivan & Cromwell, held several discussions regarding the transaction structure and U.S. federal income tax implications thereof.

        In addition, between February 20, 2019 and April 18, 2019, DISH Independent Management, in conjunction with Sullivan & Cromwell, and EchoStar Independent Management, in conjunction with White & Case, discussed the structure of the Proposed Transaction, identifying the specific assets that constitute the BSS Business. DISH Independent Management and EchoStar Independent Management further discussed how the tax-free nature and related equity issuance of the Proposed Transaction structure made the Proposed Transaction more appealing to both parties.

        During this time, EchoStar Independent Management began providing due diligence materials relating to the BSS Business to DISH Independent Management. Accounting, finance and tax department representatives within DISH Independent Management, led by Mr. Orban, and accounting, finance, and tax department representatives within EchoStar's Independent Management, led by Mr. Rayner, discussed valuation of the BSS Business as well as the value of not only the BSS Business as a whole but the specific assets that constitute the BSS Business. As a result, the parties discussed and later agreed that the scope of the assets to be transferred to DISH Network would exclude certain real property. After numerous iterative discussions among their respective departments, Mr. Orban and Mr. Rayner, in consultation with their respective Independent Management narrowed the range of values for the BSS Business.

        During this time, the parties generally agreed the Proposed Transaction would be structured as a spinoff of a new subsidiary of EchoStar to EchoStar's existing stockholders, to be immediately followed by a merger of the new subsidiary with a newly-created subsidiary of DISH Network, with the consideration for the merger being shares of DISH Network Class A Common Stock.

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        On April 18, 2019, DISH Independent Management, in coordination with Sullivan & Cromwell, delivered an initial draft of the Master Transaction Agreement to EchoStar Independent Management and White & Case, as well as an initial draft of a form of an Employee Matters Agreement.

        On April 18, 2019, members of DISH Independent Management, EchoStar Independent Management, Sullivan & Cromwell and White & Case met to discuss preliminary transaction considerations. During this meeting, the parties agreed to commence regularly-occurring calls with respect to the Proposed Transaction until either a definitive agreement relating to the Proposed Transaction was signed or the parties determined not to proceed with the Proposed Transaction. These calls generally included representatives from DISH Independent Management, EchoStar Independent Management, Sullivan & Cromwell and White & Case and would, over time, eventually cover all aspects of the Proposed Transaction.

        On April 22, 2019, the EchoStar Board held a special meeting by telephonic conference to discuss the purposes, parameters and potential terms of the Proposed Transaction. During this meeting, Mr. Rayner advised the EchoStar Board that the compound annual growth rates ("CAGR") for revenue and EBITDA of the BSS Business were low in comparison to other providers of satellite services in part because the satellites in the BSS Business were already under long-term fixed price contracts. There was also discussion that the separation of the BSS Business from EchoStar would allow management of EchoStar flexibility to focus more closely on the development and growth of its other higher revenue and EBITDA generating businesses, including the consumer, government and enterprise businesses of its Hughes business segment, and the development of improved and new services, products and technologies for those businesses. Mr. Rayner further outlined the business, employees and assets contemplated to be transferred to DISH Network in the Proposed Transaction, the assets to remain with EchoStar, the steps contemplated by the Proposed Transaction, the intended tax-free nature of the Proposed Transaction for both EchoStar and its stockholders, and the tentative valuation of the business and assets contemplated to be transferred, including the percentage of DISH Network stock that EchoStar's stockholders could expect to receive as consideration for the Proposed Transaction. No actions were taken or decisions made with respect to any transaction.

        On April 22, 2019, following the special meeting of the EchoStar Board, the EchoStar NI Directors held a special meeting to further discuss the terms of the Proposed Transaction. Mr. Rayner explained the revenue forecast of the BSS Business, including, among other things, the current projected fuel life of satellites contemplated to be transferred to DISH Network in connection with the Proposed Transaction, the remaining useful life of the satellites which depreciate in value as they near the end of their useful lives, the risk of non-renewal of certain leases by DISH Network, the TT&C services being provided by EchoStar to DISH Network and the nature and value of the assets to remain with EchoStar. Management of EchoStar concluded that a near-term sale of the BSS Business at a fair price was superior for EchoStar to either holding the assets or selling them at a later date. In addition, Mr. Rayner explained that EchoStar Independent Management had evaluated the issue and concluded that a sale to a third party or a spin-off or split-off did not appear to be a viable alternative to obtain value for eight of the nine satellites constituting the BSS Business because such satellites were primarily designed for use by direct-to-home satellite television providers, of which there is only one other than DISH Network operating in the United States. White & Case joined the meeting and outlined the regulatory approvals required to consummate the Proposed Transaction, including certain filings and/or notifications with the SEC and FCC, and representatives of Deutsche Bank joined the meeting and reviewed certain preliminary financial information relating to the Proposed Transaction and its potential impact on EchoStar's share price as a result of the Proposed Transaction. Representatives of Deutsche Bank discussed the current market prices of EchoStar Class A Common Stock, which they believed traded at a discount to other providers of satellite services, including Viasat Inc., Intelsat S.A., SES S.A., Eutelsat Communications S.A., Iridium Communications Inc. and Inmarsat plc, given the cash flow characteristics and revenue concentration of the BSS Business, and

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representatives of Deutsche Bank discussed their view that the sale of the BSS Business could have a positive effect on stock price and allow the EchoStar stock to trade at higher multiples. The EchoStar NI Directors then discussed, among other things, the potential short-term and long-term impact on EchoStar's share price if the Proposed Transaction were announced but not consummated, the value of the Proposed Transaction, and the potential use of a termination right by either party if the market price of the DISH Network Class A Common Stock changed by more than a certain percentage between signing and closing of the Proposed Transaction (which the parties refer to as a "collar"). The Deutsche Bank representatives also discussed certain potential benefits to EchoStar and its stockholders from separating the BSS Business and related assets, including reducing renewal risk on lease agreements with DISH Network; improving EchoStar's operating profile with higher revenue and EBITDA CAGRs; highlighting the stand-alone value of the Hughes business and related assets; and clarifying EchoStar's long-term business trajectory. The Deutsche Bank representatives also discussed the potential impact the Proposed Transaction could have on the share price of EchoStar, and provided a preliminary illustrative pro forma analysis showing the potential value creation from the Proposed Transaction based on EchoStar's current share price. The EchoStar NI Directors also discussed potential strategic alternatives to the Proposed Transaction, such as a spin-off or split-off of the BSS Business or the creation of tracking stock with respect to the BSS Business, which, after consideration, were determined to provide less value to EchoStar stockholders than the Proposed Transaction.

        After that meeting, EchoStar Independent Management and its advisors provided additional due diligence materials relating to the BSS Business to DISH Independent Management and its advisors. Between April 22, 2019 and April 28, 2019 the parties exchanged a number of drafts of the Master Transaction Agreement and the form of Employee Matters Agreement, and during late April, an initial draft of a form of Tax Matters Agreement was also shared among the parties. Among others, key issues of negotiation included the scope of post-closing indemnification obligations under the Master Transaction Agreement, the scope of interim operating covenants on both DISH Network and EchoStar, the scope of governmental and third-party consents that would be required in order to close the Proposed Transaction and the scope of tax indemnifications. In the course of negotiations, EchoStar and its advisors limited contractual risks to EchoStar, including with respect to the rights and obligations of the parties at and following the closing of the Proposed Transaction. In addition, the parties considered allowing for a collar with a symmetrical termination right, but an exact percentage for a collar was not determined. Subsequent to these negotiations, DISH Independent Management and EchoStar Independent Management further discussed the benefits and risks of such a collar including the advantages of not having such a collar. In their discussions, and following discussion with their outside financial and legal advisors, the parties acknowledged that collars with a symmetrical termination right are generally not customary in this type of transaction.

        DISH Network has maintained the DISH Network Related Party Transaction Policy, which establishes a process for approving, among other things, transactions between DISH Network and EchoStar. Under the DISH Network Related Party Transaction Policy, following approval of DISH Independent Management, the first step in approving a transaction between DISH Network and EchoStar such as the Proposed Transaction, is to obtain the approval of the DISH Network directors who are not also directors or employees of EchoStar or its subsidiaries. As a result of the specific nature of the Proposed Transaction and DISH Network's Related Party Transaction Policy, on April 25, 2019, DISH Independent Management convened a telephonic meeting of the DISH Network directors who were not also directors or employees of EchoStar or its subsidiaries. In addition to DISH Independent Management, Sullivan & Cromwell attended this meeting to discuss the Proposed Transaction. DISH Independent Management explained the strategic rationale for the Proposed Transaction, which would allow DISH Network to, among other things, improve its free cash flow and EBITDA and align the direct broadcast satellite assets with its operations, as well as enhance its credit profile. The DISH Network directors who were not also directors or employees of EchoStar or its subsidiaries questioned management regarding a number of topics, including, without limitation, the

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value of the satellites in the satellite fleet and the structure of the Proposed Transaction. At this meeting, no resolutions were adopted and the DISH Network directors who were not also directors or employees of EchoStar or its subsidiaries authorized DISH Independent Management to continue negotiating the Proposed Transaction and developing the anticipated benefits and relative risks of the Proposed Transaction.

        On April 29, 2019, the EchoStar NI Directors held a special meeting to further discuss the terms of the Proposed Transaction. EchoStar Independent Management, representatives of Deutsche Bank and White & Case were present at the meeting. At the meeting, Mr. Rayner addressed certain follow up questions from the EchoStar NI Directors and further explained the revenue forecast of the BSS Business and associated assets, potential valuation for the transfer of such business and assets in the Proposed Transaction, certain consents of third parties that may be necessary to consummate the Proposed Transaction and certain terms of the Master Transaction Agreement, such as indemnification provisions. The EchoStar NI Directors then discussed, among other things, the end life of the satellites proposed to be transferred as part of the Proposed Transaction, the TT&C services being provided by EchoStar to DISH Network and the nature and value of the assets to remain with EchoStar. White & Case gave an overview of the status of the negotiation with DISH Network of the various transaction documents and potential regulatory filings and representatives of Deutsche Bank discussed certain preliminary financial information relating to the Proposed Transaction, including the potential impact of the Proposed Transaction on EchoStar's share price. The EchoStar NI Directors then further discussed, among other things, the benefits and risks of a collar with a symmetrical termination right including the advantages of not having such a collar, such as the potential upside on the trading price of DISH Network Class A Common Stock, which EchoStar stockholders would not realize if DISH Network were able to terminate the Master Transaction Agreement pursuant to such a collar, and enhanced certainty of closing, and various assumptions and projections, as well as potential impacts on EchoStar's share price. The EchoStar NI Directors did not take any formal action with respect to the Proposed Transaction but expressed a desire for EchoStar Independent Management to continue to negotiate terms (including valuation) with DISH Network.

        The next regularly scheduled meeting of the DISH Network Board occurred on April 29, 2019. As is customary for the DISH Network Board, a regularly scheduled meeting of the DISH Network Board also includes meetings of the DISH Network directors who are not also directors or employees of EchoStar or its subsidiaries and a meeting of the Audit Committee of the DISH Network Board. In preparation for further expected discussions of the Proposed Transaction at each applicable level (the DISH Network directors who were not also directors or employees of EchoStar or its subsidiaries, the Audit Committee of the DISH Network Board and the full DISH Network Board) on April 29, 2019, DISH Independent Management maintained discussions with members of the DISH Network Board, answering questions regarding the Proposed Transaction leading up to the April 29, 2019 DISH Network Board meeting, including without limitation, questions regarding the various assets, valuation, structure, regulatory approvals, process and timing. This open dialogue between members of the DISH Network Board and DISH Independent Management as well as among members of the DISH Network Board themselves continued until the Proposed Transaction was eventually signed on May 19, 2019.

        On April 29, 2019, the Proposed Transaction was discussed several times with members of the DISH Network Board, including without limitation at the regularly scheduled meeting of the DISH Network directors who were not also directors or employees of EchoStar or its subsidiaries, the Audit Committee of the DISH Network Board and the full DISH Network Board. These discussions continued to cover all aspects of the Proposed Transaction. Following these discussions, although no resolutions regarding the Proposed Transaction were adopted at any of the applicable levels of approval, each level of approval expressed support for DISH Independent Management to continue negotiations with EchoStar and exploring the Proposed Transaction.

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        On April 30, 2019, the Proposed Transaction was discussed with all members of the EchoStar Board, including the EchoStar NI Directors and the members of the Audit Committee of the EchoStar Board, at the regularly scheduled meeting of the EchoStar Board. These discussions continued to cover all aspects of the Proposed Transaction, including, without limitation, the purpose of the Proposed Transaction, the value of the assets proposed to be transferred and the potential contract renewals, in addition to certain financial forecasts, the continued growth of EchoStar's Hughes segment, and the relative performance of the ESS Segment compared to EchoStar expectations. Following these discussions, although no resolutions regarding the Proposed Transaction were adopted at any of the applicable levels of approval, each level of approval expressed support for EchoStar Independent Management to continue negotiations with DISH Network and exploring the Proposed Transaction.

        During the EchoStar Board meeting held on April 30, 2019, the board of directors of HSSC (the "HSSC Board") also discussed the Proposed Transaction and certain restructuring transactions to be potentially effected prior to the Proposed Transaction (the "Proposed Pre-Closing Restructuring"). As part of this discussion of the Proposed Pre-Closing Restructuring, the HSSC Board considered the steps proposed to transfer the BSS Business from EchoStar to DISH Network, implications under HSSC's debt instruments and the potential formation of a new subsidiary with HSSC as sole stockholder. At this meeting, no actions were taken or decisions made with respect to any transaction, but the HSSC Board expressed support for both the Proposed Transaction and Proposed Pre-Closing Restructuring.

        Over the ensuing days following the April 29, 2019 DISH Network Board meeting and the April 30, 2019 EchoStar Board meeting, DISH Independent Management and EchoStar Independent Management continued discussing the Proposed Transaction with members of their respective boards, specifically noting, among other things, the process for approving the Proposed Transaction in light of its specific nature and DISH Independent Management discussed with members of the DISH Network Board the potential use of an outside financial advisor to potentially provide a fairness opinion.

        Meanwhile, DISH Independent Management, Sullivan & Cromwell, EchoStar Independent Management and White & Case continued to exchange drafts of the Master Transaction Agreement, form of Employee Matters Agreement and form of Tax Matters Agreement and negotiate over all relevant points. In addition, both Sullivan & Cromwell and White & Case identified the key representations that they would need from each of DISH Network, EchoStar and Mr. Ergen in order to deliver the tax opinions that would be conditions to the parties' obligations to close the Proposed Transaction in a manner that would be intended to be tax-free.

        On May 6, 2019, the DISH Network Board met by telephonic conference. The DISH Network Board discussed the DISH Network Related Party Transaction Policy, dated August 3, 2010, that applies to, among other things, transactions between DISH Network and EchoStar. The DISH Network Board noted the specific nature of the Proposed Transaction, and resolved that Kathleen Q. Abernathy, George R. Brokaw, Charles M. Lillis and Afshin Mohebbi, each of whom is both non-interlocking as determined under the DISH Network Related Party Transaction Policy as well as "independent" of both DISH Network and EchoStar under the NASDAQ listing rules (which is referred to as the "DISH NI/NE Directors"), should serve in the role of "Non-Interlocking Directors" for purposes of applying the DISH Network Related Party Transaction Policy to the evaluation of the Proposed Transaction.

        Following the May 6, 2019 meeting of the DISH Network Board, DISH Independent Management determined to engage BofA Merrill Lynch as financial advisor to DISH Network to render an opinion to the DISH Network Board as to the fairness, from a financial point of view, to DISH Network of the Exchange Ratio provided for in the Merger.

        On May 10, 2019, the EchoStar NI Directors and the Audit Committee of the EchoStar Board, along with representatives of Deutsche Bank and White & Case, further discussed the terms of the Proposed Transaction and the valuation considerations in telephonic conference meetings. EchoStar Independent Management discussed the BSS Business's relative performance compared to EchoStar's

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expectations, the potential value provided by the Proposed Transaction, the potential alternatives to the Proposed Transaction, and the structure of the Proposed Transaction, including a discussion of the potential assets to be transferred, certain consents of third parties that may be necessary to consummate the Proposed Transaction, risks associated with operation of the satellites and an overview of an exchange ratio and potential use of a collar with a symmetrical termination right, including the various reasons for possibly not having such a collar, such as the potential upside on the trading price of DISH Network Class A Common Stock, which EchoStar stockholders would not realize if DISH Network were able to terminate the Master Transaction Agreement pursuant to such a collar, and enhanced certainty of closing. The EchoStar Board also discussed the existing EchoStar Related Party Transaction Policy, originally adopted on August 2, 2010, that applies to, among other things, transactions between EchoStar and DISH Network. Following these discussions, although no resolutions regarding the Proposed Transaction were adopted at any of the applicable levels of approval, each level of approval expressed support for EchoStar Independent Management to continue negotiations with DISH Network and exploring the Proposed Transaction.

        Between May 6, 2019 and May 14, 2019, DISH Independent Management, Sullivan & Cromwell, EchoStar Independent Management and White & Case continued to exchange revised drafts of the Master Transaction Agreement, the form of the Employee Matters Agreement, the form of the Tax Matters Agreement and forms of tax representation letters. During this time, DISH Independent Management, including Mr. Orban, and EchoStar Independent Management, including Mr. Rayner, continued their discussions regarding valuation considerations for the Proposed Transaction.

        On May 14 and 15, 2019, the DISH NI/NE Directors held teleconferences, with representatives from Sullivan & Cromwell and BofA Merrill Lynch, as well as DISH Independent Management, to receive an update regarding the Proposed Transaction. In particular, DISH Independent Management discussed its viewpoints regarding valuation of the BSS Business, tax and financial liquidity implications of the Proposed Transaction, potential inclusion of a collar, including the benefits and risks of a collar with a symmetrical termination right, advantages of not having such a collar, such as enhanced certainty of closing, the health of the satellites to be included in the BSS Business, DISH Network's satellite fleet generally, as well as the potential alternatives to the Proposed Transaction. DISH Independent Management discussed the ways in which it would deploy the satellites in the fleet to address certain future needs of DISH Network's business, as well as various steps it would take to best position the fleet for DISH Network's long term business needs. Further, during the course of the teleconferences, the DISH NI/NE Directors discussed in more detail the potential for such a collar in the Proposed Transaction, noting, that in light of, among other things, certain impacts of inclusion or exclusion of such a collar, not having such a collar in the Proposed Transaction may be advisable and in the best interests of DISH Network.

        On May 15, 2019, EchoStar formally engaged Deutsche Bank as its financial advisor in connection with the Proposed Transaction.

        On May 16, 2019, EchoStar Independent Management and DISH Independent Management agreed that there would not be a collar with a symmetrical termination right but EchoStar would receive certain interim operating covenants from DISH Network until the Proposed Transaction closed. Further, the parties agreed that in lieu of an exchange ratio tied to the number of shares of Newco Common Stock outstanding on the closing of the Merger, the exchange ratio would be set on the record date for the distribution of shares of Newco Common Stock, and would be based upon DISH Network issuing a fixed number of shares of DISH Network Class A Common Stock to be distributed pro rata to Newco's stockholders. In the ensuing days, a draft of the Master Transaction Agreement was revised to reflect these points.

        In the days leading up to May 17, 2019, EchoStar Independent Management, in consultation with its advisors at White & Case and representatives of Deutsche Bank, continued to refine its analysis of

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the Proposed Transaction and prepare for the next meeting of the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board scheduled for May 17, 2019. These preparations included discussions among EchoStar Independent Management, EchoStar's outside advisors and members of the EchoStar Board, including directors other than the EchoStar NI Directors, on all aspects of the Proposed Transaction, answering questions as they arose.

        On May 17, 2019, DISH Independent Management and EchoStar Independent Management, in consultation with their respective legal and financial advisors, finalized the proposed formula to be used to calculate the exchange ratio, including the methodology for valuing the DISH Network Class A Common Stock (using a 5-day volume weighted average price on the NADSAQ Global Select Market, as of the close on May 16, 2019) to be used in determining the fixed number of shares to be issued by DISH Network in the Proposed Transaction.

        Also on May 17, 2019, DISH Independent Management held telephonic update calls, on which representatives from Sullivan & Cromwell and BofA Merrill Lynch were present, with certain DISH NI/NE Directors, to further discuss, among other things, satellite health and valuation of the Proposed Transaction.

        On May 17, 2019, the EchoStar NI Directors met by telephonic conference, with EchoStar Independent Management, and representatives of White & Case and Deutsche Bank present. During the meeting, the EchoStar Independent Management gave an overview of the Proposed Transaction, discussed the strategic rationale for the Proposed Transaction and gave an overview of the significant assets and operations being transferred as part of the Proposed Transaction and impacts on EchoStar's financial statements and debt obligations. Dean Manson, EchoStar's General Counsel, reviewed with the EchoStar NI Directors their fiduciary duties under Nevada law. Representatives from White & Case also gave a summary of the legal terms of the definitive transaction agreement. EchoStar Independent Management then presented information regarding its internal valuation of the BSS Business, as well as information regarding EchoStar's current-state business operations absent completion of the Proposed Transaction. Also at this meeting, representatives of Deutsche Bank reviewed with the EchoStar NI Directors Deutsche Bank's financial analysis of the aggregate merger consideration of 22,937,188 shares of DISH Network Class A Common Stock to be issued to holders of outstanding shares of Newco Common Stock and indicated that Deutsche Bank would be prepared to deliver an opinion to the EchoStar Board with respect to the fairness, from a financial point of view, to the holders of outstanding shares of Newco Common Stock of the aggregate merger consideration of 22,937,188 shares of DISH Network Class A Common Stock to be issued to such holders pursuant to the Master Transaction Agreement. In light of, among other things, the reasons set forth on page 59 titled "—The EchoStar Board's Reasons for the Transactions," EchoStar Independent Management then advised the EchoStar NI Directors that it deemed the Proposed Transaction to be in the best interest of, and fair to, EchoStar and its stockholders and recommended that the EchoStar NI Directors determine that the Proposed Transaction is in the best interest of, and fair to, EchoStar and its stockholders, and approve and recommend the same to the Audit Committee of the EchoStar Board and the EchoStar Board. In light of, among other things, the reasons set forth on page 59 titled "—The EchoStar Board's Reasons for the Transactions," the EchoStar NI Directors (with Messrs. Dodge and Federico recusing themselves) unanimously determined that the Proposed Transaction was in the best interest of, and fair to, EchoStar and its stockholders and unanimously approved and recommended the same to the Audit Committee of the EchoStar Board and the EchoStar Board.

        Immediately after the meeting of the EchoStar NI Directors, on May 17, 2019, the Audit Committee of the EchoStar Board met by telephonic conference jointly with the EchoStar Board and the HSSC Board, with EchoStar Independent Management and representatives of White & Case and Deutsche Bank present. The EchoStar NI Directors noted to the Audit Committee of the EchoStar Board their unanimous resolution to approve and recommend to the Audit Committee of the EchoStar Board that it determine that the Proposed Transaction is in the best interest of, and fair to, EchoStar

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and its stockholders and approve and recommend the same to the EchoStar Board. During this meeting, EchoStar Independent Management gave an overview of the Proposed Transaction, discussed the strategic rationale for the Proposed Transaction and gave an overview of the significant assets and operations being transferred as part of the Proposed Transaction and impacts on EchoStar's financial statements and debt obligations. EchoStar Independent Management then presented information regarding its internal valuation of the BSS Business, as well as information regarding EchoStar's current-state business operations absent completion of the Proposed Transaction. Mr. Manson reviewed with the members of the EchoStar Board their fiduciary duties under Nevada law. A representative from White & Case also gave a summary of the legal terms of the definitive transaction agreement. Also at this meeting, representatives of Deutsche Bank reviewed with the EchoStar Board Deutsche Bank's financial analysis of the aggregate merger consideration of 22,937,188 shares of DISH Network Class A Common Stock to be issued to holders of outstanding shares of Newco Common Stock and delivered an oral opinion to the EchoStar Board, which was confirmed by delivery of a written opinion dated May 19, 2019, to the effect that, as of that date and based on and subject to various assumptions, limitations, qualifications and conditions described in its opinion, such aggregate merger consideration was fair, from a financial point of view, to the holders of Newco Common Stock, in the aggregate, excluding DISH Network, EchoStar, Mr. Ergen and their respective affiliates. In light of, among other things, the reasons set forth on page 59 titled "—The EchoStar Board's Reasons for the Transactions," the Audit Committee of the EchoStar Board (other than Mr. Federico, who recused himself to avoid the appearance of any potential conflict resulting from his service on DISH Network's special litigation committee) unanimously determined that the Proposed Transaction was in the best interest of, and fair to, EchoStar and its stockholders and unanimously approved and recommended the same to the EchoStar Board.

        Immediately after the actions of the Audit Committee of the EchoStar Board, on May 17, 2019, the EchoStar Board formally considered the Proposed Transaction. The Audit Committee of the EchoStar Board noted to the EchoStar Board that both it and the EchoStar NI Directors had adopted resolutions to approve and recommend that the EchoStar Board determine that the Proposed Transaction is in the best interest of, and fair to, EchoStar and its stockholders and approve the same. In light of, among other things, the reasons set forth on page 59 titled "—The EchoStar Board's Reasons for the Transactions," the EchoStar Board (with Mr. Ergen recusing himself from the decision) approved the Proposed Transaction, finding that the Proposed Transaction was in the best interest of, and fair to, EchoStar and its stockholders.

        Immediately after the actions of the EchoStar Board, on May 17, 2019, the HSSC Board formally considered the Proposed Transaction, which included the formation of a new subsidiary, Newco, and the transfer of the BSS Business from EchoStar to Newco. A discussion followed, and, in light of, among other things, the reasons set forth on page 59 titled "—The EchoStar Board's Reasons for the Transactions," the HSSC Board (other than Mr. Ergen, who recused himself from the decision) unanimously determined that the Proposed Pre-Closing Restructuring was in the best interest of, and fair to, HSSC and unanimously approved the Proposed Pre-Closing Restructuring.

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        Between May 17, 2019, and May 19, 2019, DISH Independent Management, in consultation with DISH Network's advisors at Sullivan & Cromwell and BofA Merrill Lynch, continued to refine its analysis of the Proposed Transaction and prepare for the meeting of the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board on May 19, 2019. These preparations included discussions among DISH Independent Management, DISH Network's outside advisors and members of the DISH Network Board, including directors other than the DISH NI/NE Directors, on all aspects of the Proposed Transaction, answering questions as they arose.

        On May 19, 2019, the DISH NI/NE Directors met by telephonic conference, with DISH Independent Management, representatives of Sullivan & Cromwell and representatives of BofA Merrill Lynch present. During the meeting, DISH Independent Management gave an overview of the Proposed Transaction, discussed the strategic rationale for the Proposed Transaction and gave an overview of the significant assets and operations being acquired as part of the Proposed Transaction. DISH Independent Management then presented information regarding its internal valuation of the BSS Business, as well as information regarding DISH Network's current-state business operations absent completion of the Proposed Transaction. DISH Network internal counsel reminded the DISH NI/NE Directors of their fiduciary duties under Nevada law, as they had been previously apprised. A representative from Sullivan & Cromwell, along with DISH Network internal counsel, also gave a summary of the legal terms of the definitive transaction agreement. Also at this meeting, BofA Merrill Lynch reviewed with the DISH NI/NE Directors its financial analysis of the Exchange Ratio and indicated that it would be prepared to deliver an opinion to the DISH Network Board, to the effect that, as of May 19, 2019 and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to DISH Network. In light of, among other things, the reasons set forth on page 50 titled "—The DISH Network Board's Reasons for the Transactions," DISH Independent Management then advised the DISH NI/NE Directors that it deemed the Proposed Transaction to be in the best interest of, and fair to, DISH Network and recommended that the DISH NI/NE Directors determine that Proposed Transaction is in the best interest of, and fair to, DISH Network, and approve and recommend the same to the Audit Committee of the DISH Network Board and the DISH Network Board. In light of, among other things, the reasons set forth on page 50 titled "—The DISH Network Board's Reasons for the Transactions," the DISH NI/NE Directors unanimously determined that the Proposed Transaction was in the best interest of, and fair to, DISH Network and unanimously approved and recommended the same to the Audit Committee of the DISH Network Board and the DISH Network Board.

        Shortly after the meeting of the DISH NI/NE Directors, on May 19, 2019, the Audit Committee of the DISH Network Board met by telephonic conference, with DISH Independent Management and representatives of Sullivan & Cromwell and BofA Merrill Lynch present. The DISH NI/NE Directors noted to the Audit Committee of the DISH Network Board their unanimous determination that the Proposed Transaction was in the best interest of, and fair to, DISH Network and their unanimous approval and recommendation of the same to the Audit Committee of the DISH Network Board, in accordance with the DISH Network Related Party Transaction Policy. During the Audit Committee of the DISH Network Board meeting, DISH Independent Management gave an overview of the Proposed Transaction, discussed the strategic rationale for the Proposed Transaction and gave an overview of the significant assets and operations being acquired as part of the Proposed Transaction. DISH Independent Management then presented information regarding its internal valuation of the BSS Business, as well as information regarding DISH Network's current-state business operations absent completion of the Proposed Transaction. DISH Network internal counsel reminded the members of the Audit Committee of the DISH Network Board of their fiduciary duties under Nevada law, as they had been previously apprised. A representative from Sullivan & Cromwell, along with DISH Network internal counsel, also gave a summary of the legal terms of the definitive transaction agreement. Also at this meeting, BofA Merrill Lynch reviewed with the Audit Committee of the DISH Network Board its financial analysis of the Exchange Ratio and indicated that it would be prepared to deliver an

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opinion to the DISH Network Board, to the effect that, as of May 19, 2019 and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to DISH Network. In light of, among other things, the reasons set forth on page 50 titled "—The DISH Network Board's Reasons for the Transactions," the Audit Committee of the DISH Network Board unanimously determined that the Proposed Transaction was in the best interest of, and fair to, DISH Network and unanimously approved and recommended the same to the DISH Network Board.

        Shortly after the meeting of the Audit Committee of the DISH Network Board, on May 19, 2019, the DISH Network Board met by telephonic conference, with DISH Independent Management and representatives of Sullivan & Cromwell and BofA Merrill Lynch present. The Audit Committee of the DISH Network Board noted to the DISH Network Board that both it and the DISH NI/NE Directors had unanimously determined that the Proposed Transaction was in the best interest of, and fair to, DISH Network and unanimously approved and recommended the same to the DISH Network Board, in accordance with the DISH Network Related Party Transaction Policy. During the meeting, DISH Independent Management gave an overview of the Proposed Transaction, discussed the strategic rationale for the Proposed Transaction and gave an overview of the significant assets and operations being acquired as part of the Proposed Transaction. DISH Independent Management then presented information regarding its internal valuation of the BSS Business, as well as information regarding DISH Network's current-state business operations absent completion of the Proposed Transaction. DISH Network internal counsel reminded the members of the DISH Network Board of their fiduciary duties under Nevada law, as they had been previously apprised. A representative from Sullivan & Cromwell, along with DISH Network internal counsel, also gave a summary of the legal terms of the definitive transaction agreement. Also at this meeting, BofA Merrill Lynch reviewed with the DISH Network Board its financial analysis of the Exchange Ratio and delivered to the DISH Network Board an oral opinion, which was confirmed by delivery of a written opinion dated May 19, 2019, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to DISH Network. After discussion, and in light of, among other things, the reasons set forth below in the section titled "—The DISH Network Board's Reasons for the Transactions," the DISH Network Board unanimously approved the Proposed Transaction, finding that the Proposed Transaction was in the best interest of, and fair to, DISH Network.

        Following the EchoStar Board meeting, on May 17, 2019 and the DISH Network Board meeting, on May 19, 2019, the Master Transaction Agreement was finalized and executed and delivered by DISH Network and EchoStar. Early in the morning of May 20, 2019, prior to commencement of trading on the NASDAQ, each of DISH Network and EchoStar issued press releases announcing the Transactions.

The DISH Network Board's Reasons for the Transactions

        On May 19, 2019, the DISH NI/NE Directors (1) determined that the Merger and related transactions contemplated thereby are in the best interests of, and fair to, DISH Network and (2) unanimously approved and recommended that the Audit Committee of the DISH Network Board approve and recommend and the DISH Network Board approve the Master Transaction Agreement and the Merger and related transactions contemplated thereby, including the issuance of DISH Network Class A Common Stock in connection therewith. Upon that recommendation, the Audit Committee of the DISH Network Board then (1) determined that the Merger and related transactions contemplated thereby are in the best interests of, and fair to, DISH Network and (2) unanimously approved and recommended that the DISH Network Board approve the Master Transaction Agreement and the Merger and related transactions contemplated thereby, including the issuance of DISH Network Class A Common Stock in connection therewith. Upon the recommendations of both the DISH NI/NE Directors and the Audit Committee of the DISH Network Board, the DISH Network

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Board (1) determined that the Merger and related transactions contemplated thereby are in the best interests of, and fair to, DISH Network and (2) unanimously approved the Master Transaction Agreement and the Merger and related transactions contemplated thereby, including the issuance of DISH Network Class A Common Stock in connection therewith.

        In reaching its decision, and prior to its meeting on May 19, 2018, the DISH NI/NE Directors, as described above in the section entitled "—Background of the Transactions" of this prospectus engaged in numerous discussions regarding the Transactions. These discussions involved members of DISH Network's senior management team (that are not also members of management for EchoStar, including some or all of the Chief Executive Officer, Principal Financial Officer, General Counsel and other members of management representing, among others, DISH Network's operational, accounting, tax, finance, and legal departments ("DISH Independent Management")). Additionally, the DISH NI/NE Directors consulted with DISH Network's outside legal and financial advisors at Sullivan & Cromwell and BofA Merrill Lynch, respectively. In evaluating the Transactions during these numerous discussions, the DISH NI/NE Directors considered a number of factors. These factors then formed the basis for their recommendation to the Audit Committee of the DISH Network Board and the DISH Network Board, and for the Audit Committee's recommendation to the DISH Network Board. While the Audit Committee of the DISH Network Board and the DISH Network Board were asked to approve the Transactions only after the prior applicable approvals were obtained on May 19, 2019, members of the Audit Committee of the DISH Network Board and the DISH Network Board were afforded the opportunity to review and consider the Transactions in advance of May 19, 2019 and did engage in discussions regarding the Transactions with DISH Independent Management and its outside advisors prior to May 19, 2019.

        The factors the DISH Independent Management, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board considered that weighed positively in favor of the Transactions included, among others and not necessarily in order of relative importance were:

•

The expected business, assets, financial condition, results of operation, business plan and prospects following the acquisition of the BSS Business, including the enhanced operating profile of DISH Network and potential for higher free cash flow and EBITDA.



•

The expectation that the acquisition of the BSS Business would result in the strategic alignment, in one entity, of all direct-broadcast satellite assets with direct-broadcast satellite operations, including, without limitation, the potential for long-term cost savings by providing DISH Network with the ability to simplify its satellite fleet operations when providing DISH Network service.



•

The ability to avoid and/or delay refinancing certain portions of DISH Network's debts.



•

The enhanced credit profile of DISH Network which could lower the cost of capital for future debt financings for DISH Network and/or DISH DBS Corporation.



•

The potential flexibility that owning the BSS Business would provide to DISH Network in its ability to save costs across DISH Network generally and thus enhance DISH Network's ability to meet its future expense obligations in both the pay-TV business and its other operations.



•

The creation of operational synergies and cost savings from the acquisition of the BSS Business, including without limitation, the specific savings associated with the satellites and real property as compared to the expense of leasing such satellites and real property.



•

The ability to own the BSS Business which includes, among other things, certain in-orbit satellites (along with the governmental rights) that are operational and functional without the

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need for additional expenditures to develop and launch or lease satellites (which may not already be functional and/or in-orbit).

•

The potential to avoid certain costs associated with DISH Network's ability to provide service at a number of its existing satellite broadcast locations, without disruption, in the event of DISH Network desiring to migrate certain of its satellite operations from certain broadcast locations to other broadcast locations.



•

The benefits of acquiring long-lived satellite assets, many of which have significant fuel life remaining and can be positioned to better meet the needs of DISH Network's business and customers, and which provide increased redundancy for DISH Network's broadcast operations. For example, certain of the to-be-acquired satellites have the ability to operate in a number of different configurations and have a number of years of remaining estimated useful life, which ultimately may provide DISH Network with enhanced operational flexibility and cost-savings over the long term.



•

The benefits of acquiring call center facilities and other real property currently utilized by DISH Network, thereby eliminating operating lease expenses.



•

The ability to directly employ a specialized workforce of employees responsible for the operation of DISH Network's satellite fleet operations.



•

The tax-free nature of the Transactions, which significantly lowers the overall cost of the Transactions.



•

The limited dilutive impact of the Transactions to the DISH Network stockholders.



•

The potential to decrease the interdependence between DISH Network and EchoStar and avoid potential conflicts, while further enhancing DISH Network's ability to streamline operations and reduce costs.



•

The limited integration risks due to the particular nature of the assets and the specific role that they serve when utilized by DISH Network.



•

The opinion of BofA Merrill Lynch, dated May 19, 2019, to the DISH Network Board as to the fairness, from a financial point of view and as of the date of the opinion, to DISH Network of the Exchange Ratio provided for in the Merger, as more fully described below in the section titled "Opinion of BofA Merrill Lynch, Financial Advisor to DISH Network."

        These expectations and beliefs of DISH Independent Management, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board are based in part on the following factors, among others, that were considered:

•

DISH Network's business, strategy, current and projected financial condition, current earnings and earnings prospects;



•

the current and prospective regulatory environment for satellite broadcast operations and the pay-TV business generally;



•

the current environment in the satellite broadcast operations and pay-TV industry; and



•

the strategic and transformative nature of the Transactions, in light of, among other things, DISH Network's operation of its legacy satellite and pay-TV business in a cost-effective manner and considering DISH Network's future needs as it enters the wireless business.

        In addition, DISH Independent Management, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board considered a variety of risks and other

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potentially negative factors concerning the Transactions. These factors included, without limitation, the following, which are not necessarily listed in order of relative importance:

•

The risks and costs to DISH Network if the Transactions are not completed, including the diversion of management and employee attention and the potential effect on DISH Network's stock price, and that, while the Transactions are expected to be completed, there is no assurance that all conditions to the parties' obligations to complete the Transactions will be satisfied or waived, and as a result, it is possible that the Transactions might not be completed in a timely fashion, or at all.



•

The difficulties and management challenges inherent in completing the Transactions and integrating the operations and workforce of the BSS Business.



•

The risk that governmental authorities may not provide the approvals necessary for the Transactions in a timely fashion, or at all, or may impose conditions to the approval of the Transactions or may require changes to the terms of the Transactions.



•

The potential for litigation relating to the Transactions and the associated costs, burden and inconvenience involved in defending those proceedings.



•

The risks associated with the occurrence of events that may materially and adversely affect the financial condition, properties, assets, liabilities, business or results of operations of the BSS Business but not entitle DISH Network to terminate the Master Transaction Agreement.



•

The substantial costs to be incurred in connection with the Transactions, including those incurred regardless of whether the Transactions are consummated.



•

The risk that DISH Network may not realize all of the synergies and other anticipated strategic and other benefits of the Transactions, including as a result of the challenges of integrating the BSS Business, operations and workforce, the risk that expected operating efficiencies and cost savings may not be realized or will cost more to achieve than anticipated, and the risk that conditions imposed by regulatory authorities may decrease or eliminate the anticipated strategic and other benefits of the Transactions to DISH Network.



•

Various other risks described in the section entitled "Risk Factors" beginning on page 24.

        In addition to considering the factors described above, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board considered the fact that some of DISH Network's directors and executive officers have other interests in the Transactions that are different from, or in addition to, the interests of DISH Network stockholders generally, as more fully described in the section entitled "Interests of Affiliates in the Transactions—Interests of Directors and Executive Officers of DISH Network in the Transactions" beginning on page 130.

        Each of the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board concluded that the potentially negative factors associated with the Transactions were outweighed by the potential benefits that it expected DISH Network and the DISH Network stockholders would achieve as a result of entering into the Transactions. Accordingly, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board determined that the Transactions were in the best interests of, and fair to, DISH Network.

        The foregoing discussion of the factors considered by the DISH Independent Management, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board is not intended to be exhaustive, but, rather, includes certain illustrative material factors considered by the DISH Independent Management, the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board. In reaching their decisions to unanimously approve the Transactions, DISH Independent Management, the DISH NI/NE Directors, the Audit

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Committee of the DISH Network Board and the DISH Network Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board considered each of the applicable factors as a whole in context of the Transactions, including with the use of thorough discussions with, and questioning of, DISH Independent Management and DISH Network's financial and legal advisors, and overall considered such factors to be favorable to, and to support, their determination.

        This explanation of DISH Network Board's reasons for the Transactions and other information presented in this section is forward-looking in nature and should be read in light of the sections entitled "Risk Factors" beginning on page 24 and "Special Note Regarding Forward-Looking Statements" on page 36.

Opinion of BofA Merrill Lynch, Financial Advisor to DISH Network

        DISH Network has retained BofA Merrill Lynch to act as DISH Network's financial advisor in connection with the Transactions solely to render an opinion to the DISH Network Board as to the fairness, from a financial point of view, to DISH Network of the Exchange Ratio provided for in the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. DISH Network selected BofA Merrill Lynch to act as DISH Network's financial advisor in connection with the Transactions on the basis of BofA Merrill Lynch's experience in transactions similar to the Transactions, its reputation in the investment community and its familiarity with DISH Network and its businesses.

        On May 19, 2019, at a meeting of the DISH Network Board held to evaluate the Transactions, BofA Merrill Lynch delivered to the DISH Network Board an oral opinion, which was confirmed by delivery of a written opinion dated May 19, 2019, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Merger was fair, from a financial point of view, to DISH Network.

        The full text of BofA Merrill Lynch's written opinion to the DISH Network Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this prospectus and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the DISH Network Board for the benefit and use of the DISH Network Board (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratio from a financial point of view. BofA Merrill Lynch's opinion does not address any other aspect of the Transactions and no opinion or view was expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to DISH Network or in which DISH Network might engage or as to the underlying business decision of DISH Network to proceed with or effect the Transactions. BofA Merrill Lynch's opinion does not address any other aspect of the Transactions and does not constitute a recommendation to any stockholder as to how to act in connection with the proposed Transactions or any other matter.

        In connection with rendering its opinion, BofA Merrill Lynch has, among other things:

(1)

reviewed certain publicly available business and financial information relating to EchoStar, the BSS Business and DISH Network;

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(2)

reviewed and discussed with the management of DISH Network certain financial forecasts relating to the BSS Business prepared by the management of DISH Network (the "DISH BSS Forecasts");



(3)

discussed the past and current business, operations, financial condition and prospects of, and the past and current relationship (and commercial arrangements relating to such relationship) between, DISH Network and the BSS Business with members of senior management of DISH Network;



(4)

reviewed the trading history for the DISH Network Class A Common Stock;



(5)

reviewed a draft, dated May 18, 2019, of the Master Transaction Agreement (the "Draft Master Transaction Agreement");



(6)

reviewed the opinions of value of a real estate broker engaged by EchoStar as to the value of certain real estate properties to be contributed to Newco as part of the Pre-Closing Restructuring (the "Opinions of Value"); and



(7)

performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of DISH Network that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. BofA Merrill Lynch did not have access to, and did not meet with, the management of EchoStar or the BSS Business. BofA Merrill Lynch relied, at DISH Network's direction, upon the accuracy and completeness of financial and other information regarding the BSS Business provided to or discussed with BofA Merrill Lynch by the management of DISH Network. With respect to the DISH BSS Forecasts, BofA Merrill Lynch assumed, at the direction of DISH Network, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of DISH Network as to the future financial performance of the BSS Business and the other matters covered thereby. BofA Merrill Lynch relied, at the direction of DISH Network, upon the assessments of the management of DISH Network as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting DISH Network and its businesses and the BSS Business. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Newco, the BSS Business or DISH Network (other than the Opinions of Value, which BofA Merrill Lynch reviewed and relied upon, at the direction of DISH Network, without independent verification for purposes of its opinion), nor did it make any physical inspection of the properties or assets of Newco, the BSS Business or DISH Network. With respect to the Opinions of Value, BofA Merrill Lynch assumed, at the direction of DISH Network, that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the preparers thereof. BofA Merrill Lynch did not evaluate the solvency or fair value of EchoStar, Newco or DISH Network under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of DISH Network, that the Transactions would be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Newco, the BSS Business, DISH Network or the contemplated benefits of the Transactions. BofA Merrill Lynch further assumed, at the direction of DISH Network, that, for U.S. federal income tax purposes, the Merger would qualify as a reorganization under the provisions of Section 368(a) of the Code, and the

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Distribution would be tax-free to EchoStar's stockholders pursuant to Section 355 of the Code. In addition, BofA Merrill Lynch assumed, at the direction of DISH Network, that Newco would acquire all assets, properties and rights reasonably required for the operations of the BSS Business following the Pre-Closing Restructuring and the Distribution, that appropriate reserves, indemnification arrangements and other provisions had been made with respect to the liabilities of or relating to EchoStar and its subsidiaries, and that DISH Network would not directly or indirectly acquire, assume or incur any assets, liabilities or other obligations relating to EchoStar or its subsidiaries that were contemplated to be excluded from the Transactions as a result of the Pre-Closing Restructuring and the Distribution or otherwise. BofA Merrill Lynch additionally assumed, at the direction of DISH Network, that the number of issued and outstanding shares of EchoStar Common Stock as of the record date for the Distribution would be equal to the estimate thereof provided to it by DISH Network. BofA Merrill Lynch also assumed, at the direction of DISH Network, that the final executed Master Transaction Agreement would not differ in any material respect from the Draft Master Transaction Agreement reviewed by it.

        BofA Merrill Lynch expressed no opinion or view as to any terms or other aspects or implications of the Transactions (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the Pre-Closing Restructuring, the Distribution, the form or structure of the Transactions, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the Transactions or otherwise. BofA Merrill Lynch was not requested to, and it did not, participate in the negotiation of the terms of the Transactions, nor was it requested to, and it did not, provide any advice or services in connection with the Transactions other than the delivery of its opinion. BofA Merrill Lynch expressed no opinion or view as to any such matters. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, to DISH Network of the Exchange Ratio provided for in the Merger and no opinion or view was expressed with respect to any consideration received in connection with the Transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transactions, or class of such persons, relative to the Exchange Ratio or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to DISH Network or in which DISH Network might engage or as to the underlying business decision of DISH Network to proceed with or effect the Transactions. BofA Merrill Lynch did not express any opinion or view as to what the value of the DISH Network Class A Common Stock actually would be when issued or the prices at which the DISH Network Class A Common Stock or EchoStar Class A Common Stock would trade at any time, including following announcement or consummation of the Transactions. BofA Merrill Lynch also did not express any opinion or view with respect to, and BofA Merrill Lynch relied, at the direction of DISH Network, upon the assessments of representatives of DISH Network regarding, legal, regulatory, accounting, tax and similar matters relating to DISH Network or the Transactions, as to which matters BofA Merrill Lynch understood that DISH Network obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should act in connection with the Transactions or any other matter.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, DISH Network imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

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        The discussion set forth below in the section entitled "Summary of Material DISH Network Financial Analysis" represents a brief summary of the material financial analysis presented by BofA Merrill Lynch to the DISH Network Board in connection with its opinion. The financial analysis summarized below includes information presented in tabular format. In order to fully understand the financial analysis performed by BofA Merrill Lynch, the table must be read together with the text of the summary. The table alone does not constitute a complete description of the financial analysis performed by BofA Merrill Lynch. Considering the data set forth in the table below without considering the full narrative description of the financial analysis, including the methodologies and assumptions underlying the analysis, could create a misleading or incomplete view of the financial analysis performed by BofA Merrill Lynch.

Summary of Material DISH Network Financial Analysis

        Discounted Cash Flow Analysis.    BofA Merrill Lynch performed a discounted cash flow analysis of the estimated present value of the standalone unlevered, after-tax cash flows that DISH Network was forecasted to generate in connection with the BSS Business based on (i) the operating lease payments to EchoStar in respect of the contracted satellite assets being acquired by DISH Network that would be avoided, (ii) an assumed cash flow benefit arising from DISH Network's ability to use the EchoStar VII satellite as a potential short-term replacement to the EchoStar XIV satellite and (iii) the revenues and operating expenses of the Telemetry, Tracking and Command operating business embedded in the BSS Business that would be acquired or assumed by DISH Network, in each case, as a result of the Transactions during DISH Network's fiscal years 2019 (from and after July 1, 2019) through 2033 based on the "EA Lease Extension to 2024—Orderly Migration of Subs" scenario and the "Effective Purchase of Satellites—Natural Migration of Subs" scenario comprising the DISH BSS Forecasts. The cash flows were then discounted to present value as of June 30, 2019 using discount rates ranging from 7.0% to 8.0%, which were derived from the median beta and capital structure of selected publicly traded companies. From the resulting present values of cash flows, BofA Merrill Lynch deducted the present value, as of June 30, 2019, of the remaining payments to be made under certain capital leases to be assumed by DISH Network in the Transactions based on the DISH BSS Forecasts, and added the midpoint of the range of values attributed to certain real estate assets to be acquired by DISH Network in the Transactions in the Opinions of Value, to derive implied equity values for the BSS Business. This analysis indicated the following approximate implied equity value reference ranges for the BSS Business as compared to the value of the DISH Network Class A Common Stock to be issued by DISH Network in the Merger implied by the Exchange Ratio (the "Implied Consideration Value"), which Implied Consideration Value was calculated based on an implied Exchange Ratio of 0.2396x (based on the number of shares of EchoStar Common Stock that were outstanding as of April 30, 2019, which BofA Merrill Lynch was directed by DISH Network to assume would be the number of shares of EchoStar Common Stock outstanding as of the record date for the Distribution for purposes of its opinion) and a volume weighted average price per share of DISH Network Class A Common Stock of $34.75 for the five trading day period ended on May 16, 2019:

Other Factors

        BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch's material financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things, the historical trading prices of the DISH Network Class A Common Stock during the one-year period ended May 16, 2019.

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Miscellaneous

        As noted above, the discussion set forth above in the section entitled "—Summary of Material DISH Network Financial Analysis" is a summary of the material financial analysis presented by BofA Merrill Lynch to the DISH Network Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analysis summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analysis and the factors considered or focusing on information presented in tabular format, without considering all of its analysis and the factors considered or the narrative description of the analysis, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch's analysis and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of DISH Network and EchoStar. The estimates of the future performance of the BSS Business in or underlying BofA Merrill Lynch's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch's analyses. These analyses were prepared solely as part of BofA Merrill Lynch's analysis of the fairness, from a financial point of view, to DISH Network of the Exchange Ratio provided for in the Merger and were provided to the DISH Network Board in connection with the delivery of BofA Merrill Lynch's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, the material financial analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch's view of the actual values of the BSS Business.

        The type and amount of consideration payable in the Transactions was determined through negotiations between DISH Independent Management and EchoStar Independent Management, rather than by any financial advisor, and was approved by the DISH Network Board. The decision to enter into the Master Transaction Agreement was solely that of the DISH Network Board. As described above, BofA Merrill Lynch's opinion and analyses were only one of many factors considered by the DISH Network Board in its evaluation of the proposed Transactions and should not be viewed as determinative of the views of the DISH Network Board or DISH Network's management with respect to the Transactions or the Exchange Ratio.

        DISH Network has agreed to pay BofA Merrill Lynch for its services in connection with the Transactions a fee of $1,500,000, which was payable upon delivery of its opinion. DISH Network also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of

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their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of DISH Network and (excluding EchoStar and its subsidiaries) certain of DISH Network's affiliates (each such affiliate, a "DISH Network Affiliate") and EchoStar and (excluding DISH Network and its subsidiaries) certain of EchoStar's affiliates (each such affiliate, an "EchoStar Affiliate").

        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to DISH Network and certain DISH Network Affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a lender under certain leasing facilities of DISH Network and/or certain DISH Network Affiliates, (ii) having provided or providing certain foreign exchange trading services to DISH Network and/or certain DISH Network Affiliates and (iii) having provided or providing certain treasury management products and services to DISH Network and/or certain DISH Network Affiliates. From May 1, 2017 through April 30, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from DISH Network and certain DISH Network Affiliates of approximately $7 million for investment and corporate banking services.

        In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to EchoStar and certain EchoStar Affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to an EchoStar Affiliate in connection with an M&A transaction, (ii) having provided or providing certain foreign exchange trading services to EchoStar and/or certain EchoStar Affiliates and (iii) having provided or providing certain treasury management products and services to EchoStar and/or certain EchoStar Affiliates. From May 1, 2017 through April 30, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from EchoStar and certain EchoStar Affiliates of approximately $1 million for corporate banking services.

The EchoStar Board's Reasons for the Transactions

        The EchoStar Board and EchoStar management from time to time conduct reviews of EchoStar's portfolio of assets to evaluate EchoStar's structure and composition, to determine whether changes might be advisable, and to look for attractive ways to add value for EchoStar's stockholders. As part of such a review, the EchoStar Board, the Audit Committee of the EchoStar Board, the EchoStar NI Directors and EchoStar Independent Management determined that separating the BSS Business was in the best interests of, and fair to, EchoStar and its stockholders. On May 17, 2019, the EchoStar NI Directors (with Messrs. Dodge and Federico recusing themselves) unanimously determined that the Transactions were in the best interests of, and fair to, EchoStar and its stockholders and unanimously approved and recommended the same to the Audit Committee of the EchoStar Board and the EchoStar Board. Following that recommendation, on May 17, 2019, the Audit Committee of the EchoStar Board, with Mr. Federico recusing himself from such discussions and approvals to avoid the appearance of any potential conflict resulting from his participation in DISH Network's special litigation committee, unanimously determined that the Transactions were in the best interests of, and fair to, EchoStar and its stockholders and unanimously approved and recommended the same to the EchoStar Board. Following that recommendation, on May 17, 2019, the EchoStar Board (with Mr. Ergen recusing himself from the decision) approved the Transactions, finding that the Transactions were in the best interests of, and fair to, EchoStar and its stockholders. In reaching these decisions, the EchoStar NI Directors, the Audit Committee and the EchoStar Board engaged in numerous discussions regarding the Transactions, including with members of EchoStar Independent Management. In reaching their decisions to approve the Transactions, the EchoStar NI Directors, the Audit Committee of the

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EchoStar Board and the EchoStar Board, in consultation with EchoStar Independent Management and EchoStar's financial and legal advisors, held meetings, received materials for their review and consideration, and considered a variety of factors, including the significant factors listed below in support of the decision:

•

the separation of the BSS Business from EchoStar would eliminate a negative growth component of EchoStar's financial performance, eliminate the diversion of EchoStar management's time needed to operate the BSS Business, facilitate potential joint ventures, acquisitions and other strategic opportunities focused on EchoStar's remaining businesses, and thereby provide the opportunity to increase the shareholder value of EchoStar's remaining businesses. The near term disposition of the BSS Business at a fair price was perceived as more favorable to EchoStar and its stockholders than continued ownership of the BSS Business because each of the EchoStar Approving Parties believed that the longer EchoStar held the BSS Business satellites, the less valuable they would be, in part because the majority of the satellites had remaining useful lives of seven years or fewer;



•

the fact that DISH Network is the primary customer and source of revenue for the BSS Business, and therefore the results of operations for the BSS Business are linked to changes in DISH Network's satellite capacity requirements, which may change for a variety of reasons. As such, separation of the BSS Business from EchoStar would remove the significant risk of termination or reduction in the satellite services EchoStar provides to DISH Network or reduction in the prices that DISH Network pays EchoStar for such services, including the risk of unused capacity on EchoStar's satellites and the difficulty EchoStar could encounter in replacing the DISH Network revenue, which each of the EchoStar Approving Parties believed was exemplified by DISH Network's non-renewal of its agreement to lease satellite capacity on the EchoStar VII satellite, which expired in June 2018 resulting in $43 million annualized decrease in revenue;



•

the separation of the BSS Business from EchoStar would allow management of EchoStar flexibility to focus more closely on the development and growth of its other higher revenue and EBITDA generating businesses, including the consumer, government and enterprise businesses of its Hughes business segment, and the development of improved and new services, products and technologies for those businesses;



•

the opportunity for EchoStar's stockholders to participate in any such improved financial performance through any increase in the value of DISH Network Class A Common Stock following the Transactions;



•

the expectation that the Distribution and the Merger generally would result in a tax-efficient disposition of the BSS Business for EchoStar and its stockholders, while a sale of the BSS Business for cash or other consideration or other structures disposing of the BSS Business would result in a taxable disposition of the BSS Business, making such a transaction financially unattractive to EchoStar;



•

Deutsche Bank's financial analysis with respect to the Aggregate Merger Consideration and the oral opinion of Deutsche Bank to the EchoStar Board, subsequently confirmed by delivery of a written opinion dated May 19, 2019, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank's opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders of Newco Common Stock, in the aggregate, excluding DISH Network, EchoStar, Mr. Ergen and their respective affiliates;



•

that the potential strategic alternatives regarding the separation of the BSS Business from EchoStar, such as a spin-off or split-off of the BSS Business or the creation of tracking stock

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with respect to the BSS Business, were unattractive and/or not viable. In addition, in light of the existing contractual rights of DISH Network, a sale to a third party or a spin-off or split-off did not appear to be a viable alternative to obtain value for eight of the nine satellites constituting the BSS Business because such satellites were primarily designed for use by direct-to-home satellite television providers, of which there is only one other than DISH Network operating in the United States, and it was the assessment of each of the EchoStar Approving Parties that such operator has no current need for additional satellites and has a system that could technically integrate such satellites of the BSS Business only with significant labor, time and expense;

•

that it was unlikely, per the assessment of each of the EchoStar Approving Parties, that EchoStar would receive a superior offer from any other prospective buyer with respect to the BSS Business, in light of the fact that DISH Network was in a much better position to maximize the value of the BSS Business compared to EchoStar or any other market participant, in view of the complementary nature of the assets and service offerings of the BSS Business with those of DISH Network, the ability of DISH Network to achieve operational efficiencies in the BSS Business, the opportunity for the combined company to improve future financial performance and prospects compared to the future financial performance and prospects of the BSS Business if owned by EchoStar; and



•

the review by the EchoStar Board of materials regarding the proposed Transactions provided by EchoStar's legal advisors, and of the terms, conditions and structure of the Master Transaction Agreement and the Transactions, including the parties' representations, warranties and covenants, the conditions to their respective obligations and the termination provisions of the Master Transaction Agreement, the limitation of contractual risks to EchoStar following the consummation of the Transactions, as well as the likelihood of the consummation of the Transactions.

        In the course of their deliberations, the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board also considered a variety of risks and other potentially negative factors, including the following:

•

risks relating to the separation of the BSS Business from EchoStar and the operation of the BSS Business separate from the other EchoStar businesses, including the costs of separation and the risk of not realizing the anticipated benefits of the separation;



•

while the Transactions are expected to be completed, there is no assurance that all conditions to the parties' obligations to complete the Transactions will be satisfied or waived, including required regulatory approvals and, as a result, it is possible that the Transactions might not be completed;



•

the risk that governmental authorities may impose conditions to the approval of the Transactions or may require changes to the terms of the Transactions;



•

given that the consideration to be received by EchoStar stockholders pursuant to the Merger consists of a fixed number of shares of DISH Network Class A Common Stock, the value of the DISH Network Class A Common Stock received pursuant to the Merger could fluctuate significantly prior to and following the Merger based on a number of factors, many of which are outside of the control of EchoStar or are unrelated to the performance of the BSS Business and some of which are outside of the control of both EchoStar and DISH Network, including general market conditions;



•

the risk that the integration of the BSS Business with DISH Network may be time-consuming and may require substantial resources and effort, and that the operating efficiencies anticipated by the parties may not be realized or may take longer to realize than anticipated;

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•

the risk that an extended period of time could pass between the signing of the Master Transaction Agreement and completion of the Transactions, and the uncertainty created for EchoStar, the BSS Business and their respective customers, employees and stockholders during that period;



•

the fact that EchoStar, prior to the completion of the Transactions, is required to conduct the BSS Business in the ordinary course, subject to specific limitations and exceptions, which could delay or prevent EchoStar from pursuing business opportunities that might arise prior to the completion of the Transactions;



•

the risk that the Distribution might not qualify as a tax-free transaction under Section 368(a)(1)(D) or Section 355 of the Code or that the Merger might not qualify as a tax-free "reorganization" under Section 368(a) of the Code, in which case EchoStar and/or EchoStar stockholders could be required to pay substantial U.S. federal income taxes and, in the case of the EchoStar stockholders, such stockholders would not be entitled to any indemnification from EchoStar, DISH Network, or Newco;



•

the risk that Distribution could be taxable to EchoStar (but not to EchoStar stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of EchoStar or Newco, directly or indirectly (including through acquisitions of the Newco Common Stock or DISH Network Common Stock after the completion of the Transactions), as part of a plan or series of related transactions that includes the Distribution;



•

the potential for litigation relating to the Transactions and the associated cost, burden and inconvenience involved in defending those proceedings;



•

the effect of divesting the BSS Business pursuant to the Transactions on EchoStar's future revenues and cash flows and the concentration of risks affecting EchoStar's remaining businesses;



•

the restrictions on EchoStar's ability to engage in certain strategic transactions following the completion of the Transactions, in order to preserve the Intended Tax Treatment thereof;



•

the substantial costs to be incurred in connection with the Transactions, including those incurred regardless of whether the Transactions are consummated; and



•

risks of the type and nature described under the section of this document titled "Risk Factors."

        In addition to considering the factors described above, the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board considered the fact that some of EchoStar's directors and executive officers have other interests in the Transactions that are different from, or in addition to, the interests of EchoStar stockholders generally, as more fully described in the section entitled "Interests of Affiliates in the Transactions—Interests of Directors and Executive Officers of EchoStar and Newco in the Transactions" beginning on page 130.

        Each of the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board concluded that the potentially negative factors associated with the Transactions were outweighed by the potential benefits that it expected EchoStar and its stockholders would achieve as a result of entering into the Transactions. Accordingly, the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board determined that the Transactions were in the best interests of, and fair to, EchoStar and its stockholders.

        The foregoing discussion of the factors considered by the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board is not intended to be exhaustive, but, rather, includes certain illustrative material factors considered by the EchoStar NI Directors, the Audit

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Committee of the EchoStar Board and the EchoStar Board. In reaching their decisions to approve the Transactions, the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board considered each of the applicable factors as a whole in context of the Transactions, including with the use of thorough discussions with, and questioning of, EchoStar Independent Management and EchoStar's financial and legal advisors, and overall considered such factors to be favorable to, and to support, their determination.

        This discussion of EchoStar's reasons for the Transactions is forward-looking in nature and involves risks and uncertainties that could result in the expectations contained in such forward-looking statements not to occur, including those risks and uncertainties discussed in the sections of this document titled "Special Note Regarding Forward-Looking Statements" beginning on page 36 and "Risk Factors" beginning on page 24, which sections should be read in conjunction with this discussion of EchoStar's reasons for the Transactions.

Opinion of Deutsche Bank Securities Inc., Financial Advisor to EchoStar

        At the May 17, 2019 meeting of the EchoStar Board, Deutsche Bank rendered its oral opinion to the EchoStar Board, subsequently confirmed by delivery of a written opinion dated May 19, 2019, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank's opinion, the Aggregate Merger Consideration was fair, from a financial point of view, to the holders of Newco Common Stock, in the aggregate, excluding DISH Network, EchoStar, Mr. Ergen and their respective affiliates.

        The full text of Deutsche Bank's written opinion, dated May 19, 2019, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken by Deutsche Bank in connection with its opinion, is included in this document as Annex C. The summary of Deutsche Bank's opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank's opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and was for the use and benefit of, the EchoStar Board in connection with and for the purpose of its evaluation of the Transactions. Deutsche Bank's opinion was limited to the fairness of the Aggregate Merger Consideration, from a financial point of view, to the holders of Newco Common Stock, in the aggregate (other than DISH Network, EchoStar, Mr. Ergen and their respective affiliates) as of the date of the opinion. Deutsche Bank's opinion did not address any other terms of the Transactions, the Master Transaction Agreement or any other agreement entered into or to be entered into in connection with the Transactions. EchoStar did not ask Deutsche Bank to, and Deutsche Bank's opinion did not, address the fairness of the Transactions, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of EchoStar, Newco or DISH Network, nor did it address the fairness of the contemplated benefits of the Transactions. Deutsche Bank expressed no opinion as to the merits of the underlying decision by EchoStar, Newco or DISH Network to engage in the Transactions or the relative merits of the Transactions as compared to any alternative transactions or business strategies. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors, or employees of any party to the Transactions, or any class of such persons, in connection with the Transactions, whether relative to the Aggregate Merger Consideration to be received by the holders of Newco Common Stock or otherwise. Deutsche Bank's opinion did not in any manner address what the value of the DISH Network Class A Common Stock actually will be when issued pursuant to the

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Transactions or the prices at which the DISH Network Class A Common Stock or any other securities will trade following the announcement or consummation of the Transactions.

        In connection with Deutsche Bank's role as financial advisor to EchoStar, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning EchoStar, the BSS Business and DISH Network, and certain internal analyses, financial forecasts and other information relating to the BSS Business, the transferring assets of the BSS Business and EchoStar prepared by management of EchoStar (the "EchoStar Forecasts"), including annual cash flow information for the transferring assets of the BSS Business. Deutsche Bank also reviewed valuation reports prepared by a third-party appraiser with respect to the Cheyenne Data Center and the Riverfront Call Center (the "Third-Party Reports"). Deutsche Bank also held discussions with certain senior officers of EchoStar regarding the businesses and prospects of EchoStar, the BSS Business and the transferring assets of the BSS Business. EchoStar advised Deutsche Bank that the value of the TT&C site in Summerset, South Dakota and associated operational infrastructure, property, plant and equipment is included in the value of the Satellite Assets (as defined below) included in the transferring assets of the BSS Business and, accordingly, Deutsche Bank did not separately analyze the value of such site, infrastructure, property, plant or equipment for purposes of its analysis. Management of EchoStar provided Deutsche Bank with forecasts for the business associated with the transferring assets of the BSS Business under both a "partial renewal case" scenario (referred to as the "conservative case" scenario in the Deutsche Bank written opinion) and a "partial renewal with improved pricing case" scenario (referred to as the "optimistic case" scenario in the Deutsche Bank written opinion). At the direction of EchoStar, Deutsche Bank weighed each of these cases equally for purposes of its analysis. Management of EchoStar also provided Deutsche Bank with forecasts based upon a "non-renewal case" scenario, which Deutsche Bank used for comparative purposes. In addition, Deutsche Bank:

•

reviewed the reported prices and trading activity for the DISH Network Class A Common Stock;



•

reviewed, to the extent publicly available, the financial terms of certain recent transactions involving data center assets which Deutsche Bank deemed relevant;



•

reviewed a draft dated May 18, 2019 of the Master Transaction Agreement; and



•

performed such other studies and analyses and considered such other factors as Deutsche Bank deemed appropriate.

        Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning Newco, EchoStar, DISH Network, the BSS Business, the transferring assets of the BSS Business or the surviving corporation of the Merger, including, without limitation, any financial information considered in connection with the rendering of Deutsche Bank's opinion. Accordingly, for purposes of Deutsche Bank's opinion, Deutsche Bank, with the knowledge and permission of the EchoStar Board, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal (other than the Third-Party Reports) of any of the transferring assets of the BSS Business, the assumed liabilities or any other assets or liabilities (including any contingent, derivative or off-balance-sheet assets or liabilities), of Newco, EchoStar, the BSS Business, DISH Network, the surviving corporation of the Merger or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of Newco, EchoStar, the BSS Business, DISH Network, the surviving corporation of the Merger or any of their respective subsidiaries (or the impact of the Transactions thereon) under any law relating to bankruptcy, insolvency or similar matters. For purposes of its analysis, Deutsche Bank relied upon the valuation in the Third-Party Reports relating to the Riverfront Call Center. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed with the knowledge and permission of the EchoStar

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Board, that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of EchoStar as to the matters covered thereby. As the EchoStar Board was aware, Deutsche Bank was not provided with, and did not have access to, financial forecasts relating to DISH Network or the surviving corporation of the Merger prepared by management of DISH Network. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of the EchoStar Forecasts or the assumptions on which they were based.

        Deutsche Bank assumed, at the direction of EchoStar, that the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Deutsche Bank's opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to Deutsche Bank as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting Deutsche Bank's opinion of which Deutsche Bank may become aware after the date of its opinion.

        For purposes of rendering its opinion, Deutsche Bank assumed with the knowledge and permission of the EchoStar Board that, in all respects material to Deutsche Bank's analysis, the Transactions will be consummated in accordance with the terms of the Master Transaction Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to Deutsche Bank's analysis. Deutsche Bank also assumed with knowledge and permission of the EchoStar Board that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Transactions will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to Deutsche Bank's analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and relied on the assessments made by EchoStar and its other advisors with respect to such issues. Representatives of EchoStar informed Deutsche Bank, and Deutsche Bank further assumed with the knowledge and permission of the EchoStar Board, that the final terms of the Master Transaction Agreement would not differ from the terms set forth in the draft that Deutsche Bank reviewed in any respect material to its analysis.

        EchoStar selected Deutsche Bank as its financial advisor in connection with the Transactions based on Deutsche Bank's qualifications, expertise, reputation and experience in mergers and acquisitions. Pursuant to an engagement letter between EchoStar and Deutsche Bank, dated May 15, 2019, EchoStar agreed to pay Deutsche Bank fees of $3,500,000, of which $500,000 became payable upon the delivery of its opinion (or which would have become payable if Deutsche Bank had advised EchoStar it was unable to render an opinion) and the substantial portion of which becomes payable upon the Closing. EchoStar has also agreed to reimburse Deutsche Bank for all reasonable fees, expenses and disbursements of Deutsche Bank's outside counsel and all of Deutsche Bank's reasonable travel and other out-of-pocket expenses incurred in connection with the proposed Transactions or otherwise arising out of the retention of Deutsche Bank, in each case on the terms set forth in the engagement letter. EchoStar has also agreed to indemnify Deutsche Bank and certain related persons to the full extent lawful against certain liabilities, including certain liabilities arising out of its engagement or the Transactions.

        Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. Deutsche Bank is an affiliate of Deutsche Bank AG (together with its affiliates, the "DB Group"). One or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to EchoStar and its affiliates for which they have received, and in the future may receive, compensation and for which the DB Group has received fees of approximately $2.5 million since January 1, 2017. In addition, one or more members of the DB Group have, from time to time, provided, and are currently providing, investment banking, commercial banking (including extension of credit) and other financial services to

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DISH Network and its affiliates unrelated to the Transactions for which they have received, and in the future may receive, compensation and for which the DB Group has received fees of approximately $4.4 million since January 1, 2017. The DB Group may also provide investment and commercial banking services to DISH Network, EchoStar, Mr. Ergen or their respective affiliates in the future, for which we would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of DISH Network, EchoStar and their respective affiliates for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses contained in a presentation that was made by Deutsche Bank to the EchoStar Board on May 17, 2019 and that were used in connection with rendering Deutsche Bank's opinion described above.

        The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of the financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Deutsche Bank's analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Deutsche Bank's analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 19, 2019, and is not necessarily indicative of current market conditions.

        In preparing its analyses, Deutsche Bank utilized calculations of, among other things, (i) the total enterprise value ("TEV"), calculated as equity value plus, if applicable, minority interest plus net debt and (ii) EBITDA.

        For purposes of the following description of Deutsche Bank's financial analysis, (a) "Satellite Assets" means (i) the BSS Satellites, related orbital slots, where applicable, and related operational assets, infrastructure and certain liabilities, (b) the "Colorado Call Center" means the Riverfront Call Center, (c) the "Wyoming Data Center" means the Cheyenne Data Center, (c) "Orbital Slot Asset" means the rights associated with the orbital slot located at 61.5 degrees west longitude and (d) the "Transferring Assets" means the Satellite Assets, the Colorado Call Center, the Wyoming Data Center and the Orbital Slot Asset, collectively.

        For purposes of its analysis, Deutsche Bank, among other things:

•

calculated the implied enterprise value of the Transferring Assets by adding the $253 million agreed value of capital leases and in-orbit incentives to the $797 million agreed equity value of the Aggregate Merger Consideration;



•

calculated a range of implied enterprise value of the Satellite Assets by deducting the implied enterprise value of the Wyoming Data Center and Orbital Slot Asset and the valuation range of the Colorado Call Center provided in the Third-Party Reports from the implied enterprise value of the Transferring Assets based on the agreed equity value of the Aggregate Merger Consideration;



•

calculated a range of illustrative enterprise value of the Satellite Assets using the valuation methodologies described below;

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•

calculated ranges of illustrative enterprise value of the Wyoming Data Center and Orbital Slot Asset using the valuation methodologies described below;



•

calculated illustrative ranges of total equity value of the Transferring Assets by (i) adding the illustrative enterprise valuation ranges of the Satellite Assets, the illustrative enterprise valuation ranges of the Wyoming Call Center and Orbital Slot Asset and the valuation range of the Colorado Call Center provided in the Third-Party Reports and (ii) deducting the agreed value of the capital leases and in-orbit incentives; and



•

compared such illustrative ranges of total equity value of the Transferring Assets with the $797 million agreed value of the Aggregate Merger Consideration.

Selected Transactions Analysis—Wyoming Data Center

        Deutsche Bank reviewed publicly available information relating to the 20 acquisition transactions announced since April 2010 described in the table below involving the sale of data centers, which are referred to as the "selected transactions":

        Although none of the selected transactions is directly comparable to a sale of the Wyoming Data Center, the data centers that were the subject of the selected transactions are such that, for purposes of analysis, the selected transactions may be considered similar to the Wyoming Data Center. The analysis of selected assets transferred in the transactions was not simply mathematical; rather, it involved complex considerations and qualitative judgments, reflected in the opinion of Deutsche Bank, concerning differences in financial and operational characteristics of the data centers involved in the selected transactions and other factors that could affect the acquisition value of such assets.

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        With respect to each selected transaction and based on publicly available information, Deutsche Bank calculated the multiple of TEV to last twelve months ("LTM") EBITDA. The following table presents the results of this analysis:

        Based in part upon the TEV/EBITDA multiples described above and taking into account their professional judgment and experience, Deutsche Bank calculated ranges of estimated value of the Wyoming Data Center by applying multiples of total enterprise value to EchoStar management estimates of the Wyoming Data Center's annualized EBITDA of 10.0x to 15.0x, resulting in a range of implied value of the Wyoming Data Center of approximately $45 million to $68 million.

Valuation of Orbital Slot Asset

        Deutsche Bank calculated the present value of free cash flow of the Orbital Slot Asset using financial forecasts and other information and data provided by EchoStar management, including annual after-tax cash flow from the Orbital Slot Asset upon the conclusion of the EchoStar XVI Satellite lease in 2032. At the direction of EchoStar management, Deutsche Bank assumed (a) a tax rate of 23% on annual cash flow and (b) a 50% probability of a monetization event of the Orbital Slot Asset upon the conclusion of the EchoStar XVI Satellite lease in 2032. In performing this analysis, Deutsche Bank applied a range of discount rates of 8.0% to 11.0% to annual after-tax, probability adjusted perpetual cash-flow using a perpetuity growth rate of 0% commencing in calendar year 2032. This analysis resulted in ranges of present value of free cash flow of the Orbital Slot Asset of $9 million to $17 million.

Implied Valuation of Satellite Assets

        For purposes of Deutsche Bank's analysis, the agreed value of the Aggregate Merger Consideration was approximately $797 million, calculated on the basis of the Aggregate Merger Consideration valued at the DISH Network Class A Common Stock five-day volume-weighted average price of $34.75 as of May 16, 2019. Deutsche Bank assumed, at the direction of EchoStar, that the agreed value of capital leases and in-orbit incentives associated with the Transferring Assets was approximately $253 million and, as a result, that the TEV of the Transferring Assets based upon the Aggregate Merger Consideration was approximately $1,050 million. At the direction of EchoStar, Deutsche Bank relied upon the accuracy of the valuation of the Colorado Call Center in the Third-Party Report of $25 million to $28 million. On the basis of such assumptions, Deutsche Bank calculated an agreed implied estimated enterprise value of the Satellite Assets of approximately $939 million to $971 million, calculated as (a) TEV of $1,050 million, less (b) the estimated range of implied value of the Wyoming Data Center of approximately $45 million to $68 million, less (c) the valuation of the Colorado Call Center of approximately $25 million to $28 million per the Third-Party Report, less (d) the range of estimated value of the Orbital Slot Asset of approximately $9 million to $17 million.

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Discounted Cash Flow Analysis of Satellite Assets

        Deutsche Bank performed a discounted cash flow ("DCF") analysis of the Satellite Assets using financial forecasts and other information and data provided by EchoStar management, including the partial renewal case scenario, partial renewal with improved pricing case scenario and non-renewal case scenario, to calculate ranges of implied value of the Satellite Assets as of May 18, 2019. In performing the discounted cash flow analysis, Deutsche Bank applied a range of discount rates of 8.0% to 11.0% to (i) unlevered free cash flows expected to be generated by the Satellite Assets during calendar years 2019 through 2032, using the mid-year convention and (ii) estimated terminal values calculated using a perpetuity growth rate of 0%. For purposes of its financial analysis, Deutsche Bank calculated unlevered free cash flow as (a) EBITDA, less (b) cash taxes, less (c) capital expenditures, plus (d) change in net working capital, plus (e) depreciation and amortization. Deutsche Bank derived the foregoing range of discount rates using a weighted average cost of capital analysis based on a risk free rate of 2.7% using the 20-year U.S. Treasury yield as of May 8, 2019 and certain other financial metrics, including betas, for EchoStar and the certain other selected companies.

        This analysis resulted in ranges of implied estimated enterprise value of the Satellite Assets of $788 million to $858 million, in the case of the partial renewal case scenario, approximately $939 million to $1,032 million, in the case of the partial renewal with improved pricing case scenario, and approximately $470 million to $485 million, in the case of the non-renewal case scenario. Deutsche Bank compared these ranges with the implied enterprise value of the Satellite Assets in the Transactions of approximately $939 million to $971 million calculated as described above.

Net Book Value of Satellite Assets

        Deutsche Bank observed that the net book value of the Satellite Assets was approximately $843 million as of March 31, 2019, compared with the range of implied enterprise value of the Satellite Assets in the Transactions of approximately $939 million to $971 million calculated as described above.

Remaining Economic Life of Satellite Assets

        Deutsche Bank calculated that the remaining economic value of the Satellite Assets was approximately $706 million based upon an assumed replacement cost of $275 million per satellite, a 15-year total useful life for each satellite and the remaining economic life of each satellite, in each case as provided by management of EchoStar, compared with the range of implied enterprise value of the Satellite Assets in the Transactions of approximately $939 million to $971 million calculated as described above.

Calculation of Implied Equity Value of Transferring Assets

        Deutsche Bank calculated the implied total equity value of the Transferring Assets as (a) the implied estimated enterprise value of the Satellite Assets in each of the cases described above, plus (b) the implied value of the Orbital Slot Asset as described above, plus (c) the implied value of the Wyoming Data Center and Colorado Call Center as described above, less (d) the value of the capital leases and in-orbit incentives of $253 million as provided by management of EchoStar. This analysis

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resulted in the following approximate ranges of equity value of the Transferring Assets as compared with the implied value of the Aggregate Merger Consideration of approximately $797 million:

Additional Information

        Deutsche Bank observed certain additional information that was not considered part of Deutsche Bank's financial analysis with respect to its opinion but was noted for informational purposes, including the following:

        Wall Street Analyst Estimates—DISH Network.    Deutsche Bank reviewed publicly available stock price targets for DISH Network Class A Common Stock published by 18 Wall Street research analysts since February 4, 2019, which ranged from a low of $24.00 to a high of $175.00, with a median of $36.00.

        Historical Trading Ranges—DISH Network.    Deutsche Bank reviewed the historical closing prices for the DISH Network Class A Common Stock during the 12-month period ended May 16, 2019, which ranged from a low of $23.98 per share on to a high of $37.08 per share. Deutsche Bank also noted that the volume-weighted average closing price of the DISH Network Class A Common Stock during the 30-day period ending on May 16, 2019 was $34.51 per share, that the volume-weighted average closing price of the DISH Network Class A Common Stock during the three-month period ending on May 16, 2019 was $31.73 per share, that the volume-weighted average closing price of the DISH Network Class A Common Stock during the six-month period ending on May 16, 2019 was $31.54 per share and that the volume-weighted average closing price of the DISH Network Class A Common Stock during the one-year period ending on May 16, 2019 was $34.22 per share.

        Wall Street Spectrum Valuation—DISH Network.    Deutsche Bank reviewed the estimates of DISH Network's spectrum valuation by band published by 21 Wall Street research analysts since February 2016, which ranged from a low of approximately $15.966 billion to a high of approximately $68.312 billion, with a median of $43.39 billion. Deutsche Bank noted that the median for the 11 reports published since February 22, 2018 was approximately $34.492 billion.

Miscellaneous

        The preparation of a fairness opinion is a complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description. Deutsche Bank believes that its analyses must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. In arriving at its fairness determination, Deutsche Bank did not assign specific weights to any particular analyses (other than providing equal weight to the partial renewal case scenario and the partial renewal with improved pricing case scenario as instructed by EchoStar).

        In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the EchoStar Board as to the fairness of the Aggregate Merger

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Consideration, from a financial point of view, to the holders of Newco Common Stock, in the aggregate (other than DISH Network, EchoStar, Mr. Ergen and their respective affiliates) as of the date of the opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the management of EchoStar with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank, EchoStar, DISH Network or the surviving corporation of the Merger. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Because such analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of EchoStar, DISH Network, the surviving corporation of the Merger or their respective advisors, Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

        The terms of the Transactions, including the Aggregate Merger Consideration, were determined through arm's-length negotiations between EchoStar and DISH Network and were approved by the EchoStar Board. The decision to enter into the Merger was solely that of the EchoStar Board. As described under "—The EchoStar Board's Reasons for the Transactions" above, the opinion and presentation of Deutsche Bank to the EchoStar Board were only one of a number of factors taken into consideration by the EchoStar Board in making its determination to approve the Master Transaction Agreement and the transactions contemplated by it, including the Transactions.

Valuation of the BSS Business

EchoStar Analysis of the BSS Business

        In connection with the evaluation of the Transactions, EchoStar Independent Management prepared certain financial analyses regarding the BSS Business (such analyses in its final form, the "EchoStar BSS Analysis"). These were prepared solely for internal use and were based solely on the information available to EchoStar Independent Management at the time of preparation. These analyses were reviewed with the EchoStar NI Directors, the Audit Committee of the EchoStar Board and the EchoStar Board and, after reflecting questions from, and additional analyses requested by, each of these groups, were ultimately finalized on May 17, 2019. On and prior to May 17, 2019, EchoStar Independent Management made the EchoStar BSS analysis available to Deutsche Bank in connection with its evaluation of the proposed Transactions and EchoStar's analysis of alternatives available to it to enhance stockholder value. See "The Transactions—Background of the Transactions" beginning on page 39.

        The EchoStar BSS Analysis was not prepared with a view toward public disclosure or with a view toward compliance with published guidelines of the SEC, with guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or with U.S. GAAP. Neither EchoStar's independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the EchoStar BSS Analysis included below, nor have they expressed any opinion or any other form of assurance on such information, the assumptions underlying it or its achievability. The EchoStar BSS Analysis is being provided in this prospectus only because it is among the information that was made available to the EchoStar Board and Deutsche Bank in connection with their evaluation of the proposed Transactions and is not included in this prospectus for any other purpose.

        The EchoStar BSS Analysis are forward-looking statements. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the EchoStar BSS Analysis to be inaccurate include, but are not limited to, risks and uncertainties relating to

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EchoStar's, DISH Network's and the BSS Business's business, industry performance, general business and economic conditions, subscriber requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled "Special Note Regarding Forward-Looking Statements" beginning on page 36 and "Risk Factors" beginning on page 24 as well as the other reports filed by EchoStar and DISH Network with the SEC, subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the EchoStar BSS Analysis may be affected by EchoStar's and DISH Network's ability to achieve strategic goals, objectives and targets over the applicable periods.

        The EchoStar BSS Analysis does not take into account any circumstances or events occurring after they were finalized on May 17, 2019. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date the EchoStar BSS Analysis was prepared and do not reflect EchoStar's current estimates, changes in general business or economic conditions or any other circumstances or events occurring after the date they were prepared, including the Transactions. In particular, the EchoStar BSS Analysis does not take into account the Transactions, any effect on EchoStar or DISH Network of the Transactions, including without limitation any cost savings or other synergies, or the impact of the failure of the Transactions to occur. We can give no assurance that, had the EchoStar BSS Analysis been prepared as of a later date, similar estimates and assumptions would have been used. None of EchoStar, DISH Network, Newco, Merger Sub, Deutsche Bank or BofA Merrill Lynch intend to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the EchoStar BSS Analysis to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the assumptions underlying the EchoStar BSS Analysis are shown to be in error or to reflect changes in general economic or industry conditions.

        In preparing the EchoStar BSS analysis, EchoStar Independent Management evaluated three scenarios in connection with the operations of the BSS Business, as described below. The EchoStar BSS Analysis is based upon numerous expectations, beliefs and assumptions with respect to EchoStar's and the BSS Business's results of operations and financial condition, customer requirements and competition, and with respect to general business, economic, regulatory and other future conditions. In preparing the EchoStar BSS Analysis, EchoStar Independent Management considered the expected fuel life and number of available transponders with respect to the BSS Satellites, and each satellite's general health and orbital locations. EchoStar Independent Management also considered the terms of the lease agreements relating to such satellites and market conditions relating to third party renewal terms. EchoStar Independent Management included estimated liabilities associated with the satellites in its analysis of the BSS Business. When evaluating the value of the real estate owned by the BSS Business, EchoStar Independent Management reviewed valuation reports prepared by a third-party appraiser. The EchoStar BSS Analysis was prepared on an after-tax basis, assuming transfer of the BSS Business on July 1, 2019.

        Non-Renewal Case:    This scenario assumes that none of the current satellite lease agreements are renewed beyond their current contractual terms and that alternative uses of the satellites are unlikely. It was assumed that there was no lease or sale value for the EchoStar XXIII satellite. This results in a valuation of the BSS Business (as determined by EchoStar Independent Management) of approximately $305 million.

        Partial Renewal Case:    This scenario assumes that the current satellite lease agreements for the EchoStar XI, XIV, XVI and Nimiq 5 satellites are extended to the end of their lives at negotiated renewal rates based on market observed rates. The EchoStar X and QuetzSat satellite lease agreements are assumed not to be extended past their current lease terms. The value of EchoStar XXIII was estimated using multiple factors, including potential revenue from leasing to DISH Network and replacement cost. This results in a valuation of the BSS Business (as determined by EchoStar Independent Management) of approximately $731 million.

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        Partial Renewal With Improved Pricing Case:    This scenario utilizes the same inputs as the Partial Renewal Case, except that this scenario assumes that the current satellite lease agreements are renewed at more favorable negotiated renewal rates than in the Partial Renewal Case. This results in a valuation of the BSS Business (as determined by EchoStar Independent Management) of approximately $821 million.

        Each scenario presented in the EchoStar BSS Analysis is, therefore, based on assumptions regarding future events as noted above.

        The agreed upon purchase price for the BSS Business was 22,937,188 shares of DISH Network Class A Common Stock, which as of the date of the Master Transaction Agreement was calculated to equal $797 million, an amount that was primarily based upon assumptions represented in the Partial Renewal Case.

DISH Network Analysis of the BSS Business

        In connection with the evaluation of the Transactions, DISH Independent Management prepared certain financial analyses and forecasts regarding the BSS Business (such analyses in its final form, the "DISH BSS Analysis"). These were prepared solely for internal use and were based solely on the information available to DISH Independent Management at the time of preparation. These forecasts and analyses were reviewed with the DISH NI/NE Directors, the Audit Committee of the DISH Network Board and the DISH Network Board and, after reflecting questions from, and additional analyses requested by, each of these groups were ultimately finalized on May 18, 2019. On and prior to May 18, 2019, DISH Independent Management made the DISH BSS Analysis available to BofA Merrill Lynch for BofA Merrill Lynch's use and reliance in connection with its financial analyses and opinion described above in the section titled "—Opinion of BofA Merrill Lynch, Financial Advisor to DISH Network." See "The Transactions—Background of the Transactions" beginning on page 39.

        The DISH BSS Analysis was not prepared with a view toward public disclosure or with a view toward compliance with published guidelines of the SEC, with guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or with U.S. GAAP. Neither DISH Network's independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any procedures with respect to the DISH BSS Analysis included below, nor have they expressed any opinion or any other form of assurance on such information, the assumptions underlying it or its achievability. The DISH BSS Analysis is being provided in this prospectus only because it is among the information that was made available to the DISH Network Board and BofA Merrill Lynch for the purposes described above and is not included in this prospectus for any other purpose.

        The DISH BSS Analysis are forward-looking statements. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the DISH BSS Analysis to be inaccurate include, but are not limited to, risks and uncertainties relating to DISH Network's and the BSS Business's business, industry performance, general business and economic conditions, subscriber requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled "Special Note Regarding Forward-Looking Statements" beginning on page 36 and "Risk Factors" beginning on page 24 as well as the other reports filed by DISH Network with the SEC, subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, the DISH BSS Analysis may be affected by DISH Network's ability to achieve strategic goals, objectives and targets over the applicable periods.

        The DISH BSS Analysis does not take into account any circumstances or events occurring after they were finalized on May 18, 2019. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or impacts may have changed since the date the

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DISH BSS Analysis was finalized and do not reflect DISH Network's current estimates, changes in general business or economic conditions or any other circumstances or events occurring after the date they were prepared, including the Transactions. In particular, the DISH BSS Analysis does not take into account any effect on DISH Network were the Merger not to occur and should not be viewed as accurate in that context. We can give no assurance that, had the DISH BSS Analysis been prepared as of a later date, similar estimates and assumptions would have been used. None of EchoStar, DISH Network, Newco, Merger Sub, Deutsche Bank or BofA Merrill Lynch intends to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the DISH BSS Analysis to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the assumptions underlying the DISH BSS Analysis are shown to be in error or to reflect changes in general economic or industry conditions.

        In preparing the DISH BSS Analysis, DISH Independent Management attempted to estimate the value of the BSS Business to DISH Network by taking into account, among other things, the current or estimated future cost savings associated with owning the BSS Business as opposed to the current state in which DISH Network generally leases certain of the assets that form part of the BSS Business from EchoStar. Therefore, DISH Independent Management evaluated four scenarios in which DISH Network could make use of the BSS Business (which is primarily comprised of the BSS Satellites) and other assets of the BSS Business for either the remainder of existing contract terms or for the remainder of the useful life of such asset.

        In preparing the DISH BSS Analysis, DISH Independent Management made certain assumptions, and drew certain conclusions, regarding the assets and operations of the BSS Business. In particular, DISH Independent Management viewed the primary assets of the BSS Business to consist of the nine BSS Satellites. In valuing such satellites, DISH Independent Management relied on information provided by EchoStar regarding the satellites, including expected fuel life and number of available transponders, as well as information known about each satellite's general health. Further, DISH Independent Management took into account the status of existing satellite fleet, the orbital locations of its and the BSS Satellites and the location of DISH Network's subscriber base. In valuing the BSS Satellites, DISH Independent Management took into account its current subscriber demand, as well as its anticipated subscriber demand, over the life of the various satellites, and made certain conclusions regarding the optimal use of the BSS Satellites in meeting that subscriber need. DISH Independent Management also considered lease agreements including, but not limited to, renewal provisions as well as potential renewal provisions for the BSS Satellites at a monthly recurring rate ("MRC") generally consistent with the current MRC impacted for estimated degradation for certain satellites. In valuing the BSS Business, DISH Independent Management also took into account, among other things, the impact of the BSS Business on DISH Network's prospective cash tax payments in addition to the costs and expenses of migrating its subscriber base onto new satellites in the future when current satellites in its fleet end their useful lives, and compared that cost to the cost of owning the BSS Satellites and being able to migrate and position the BSS Satellites in advance of the end of those useful lives.

        Further, DISH Independent Management also factored into its analysis the value of the real estate owned by the BSS Business, which is currently leased to DISH Network, by evaluating sale information for comparable properties and factoring in DISH Network's expected future lease avoidance savings. In valuing the component of the BSS Business consisting of the 61.5 orbital slot, DISH Independent Management relied upon precedent transaction values to prepare a value for this orbital slot. Finally, DISH Independent Management evaluated the assumed liabilities associated with certain of the satellites and the operating expenses of the BSS Business, such as the costs associated with its employees, as well as the operating revenue it would generate from subleasing assets to Dish Mexico.

        The DISH BSS Analysis includes estimates for the value of the assets to be transferred as part of the BSS Business using four general scenarios assuming a July 1, 2019 closing date, as well as estimates for TT&C revenue, operating expenses (general and administrative, as well as TT&C) valued through

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2032, costs associated with the leased BSS Satellites and other BSS Satellite expenses associated with the BSS Business. The DISH BSS Analysis assumes a transfer of the BSS Business on July 1, 2019.

        EA Minimum Contract Term—Forced Migration of Subs:    The valuation under this scenario reflects one in which DISH Network does not complete the Transactions and which values DISH Network's satellites and orbital slots leased from EchoStar through the end of their current contractual commitments. Further, it assumes that the EchoStar XXIII satellite would be utilized at 50% of available capacity through 2032, EchoStar VII satellite would only be used in certain backup scenarios, and that the Cheyenne Data Center is valued at approximately three-quarters of its capacity (which is consistent with the space currently leased) through 2031. This results in a valuation (as determined by DISH Independent Management) of approximately $669 million.

        EA Lease Extension to 2024—Orderly Migration of Subs:    The valuation under this scenario utilizes the same inputs as the EA Minimum Contract Term—Forced Migration of Subs scenario except for the following: DISH Network is able to extend lease terms on the BSS Satellites located in the Eastern Arc to the end of 2024, which allows it to, therefore, migrate its subscribers to satellites currently utilized in the Western Arc in an orderly fashion, the 61.5 degree orbital slot is valued through 2024, EchoStar XI and XIV satellites are extended to their end of fuel life in 2025 and 2026, respectively, with degradation of approximately 40% in their later years, and that the Cheyenne Data Center is valued at 100% of capacity through 2034 (representing a new 15-year lease commencing on July 1, 2019). This results in a valuation (as determined by DISH Independent Management) of approximately $922 million.

        Effective Purchase of Satellites—Natural Migration of Subs:    The valuation under this scenario utilizes the same inputs as the EA Lease Extension to 2024—Orderly Migration of Subs scenario except for the following: EchoStar XVI satellite will be utilized until the end of its fuel life in 2031, EchoStar XXIII satellite will be utilized at 100% of its available capacity through 2032, and the 61.5 degree orbital slot is valued through 2031. The valuation under this scenario reflects one in which DISH Network completes the Transactions and has the operational flexibility to migrate its subscribers in 2031 to the new BSS Satellites (referred to as "natural migration") in the Western Arc. This results in a valuation (as determined by DISH Independent Management) of approximately $1.314 billion.

        Effective Purchase of Satellites—Realize Upside in Fleet:    The valuation under this scenario utilizes the same inputs as the Effective Purchase of Satellites—Natural Migration of Subs scenario except for the following: EchoStar XXIII is valued at 100% of available capacity through the end of its fuel life in 2042. The valuation under this scenario reflects one in which DISH Network completes the Transactions, is able to migrate it subscribers naturally, and is able to realize additional value from the fleet of BSS Satellites by utilizing the BSS Satellites to their end of fuel life as either primary satellites or in a backup capacity. This results in a valuation (as determined by DISH Independent Management) of approximately $1.413 billion.

        Each scenario presented in the DISH BSS Analysis is, therefore, based on assumptions regarding future events as noted above.

        The agreed-upon purchase price for the BSS Business was 22,937,188 shares of DISH Network Class A Common Stock, which as of the date of the Master Transaction Agreement was calculated to equal $797 million, an amount that was primarily based upon assumptions represented in the EA Lease Extension to 2024—Orderly Migration of Subs scenario.

Regulatory Approvals

        In connection with the Merger, the parties intend to make all required filings with the SEC, the FCC and the NASDAQ, as well as any required filings with respect to export control regulations. The parties also expect to request the approval of the United Kingdom Space Agency for the operation of

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the EchoStar XXIII satellite by DISH Network, and EchoStar has filed a notice and a request for the consent of Anatel regarding the termination of EchoStar's license for that satellite and the relocation of the satellite. The completion of the Merger is contingent on making those filings and obtaining those regulatory approvals or consents, to the extent such consents are required.

        The Merger is not reportable under the HSR Act and, therefore, no filings with respect to the Merger are required with the FTC or the DOJ.

No DISH Network Stockholder Approval Required

        The approval of the Master Transaction Agreement and the Merger by DISH Network does not require the affirmative vote or consent of DISH Network stockholders.

Written Consent of the Holder of Newco Common Stock

        The approval of the Master Transaction Agreement and the Transactions by Newco requires the affirmative vote or consent of holders of at least a majority of the outstanding Newco Common Stock. Pursuant to the terms of the Master Transaction Agreement, HSSC, as the sole stockholder of Newco, provided a unanimous written consent approving the Master Transaction Agreement and the Transactions on May 19, 2019.

Indemnification

        DISH Network and EchoStar will indemnify each other only for (i) fundamental representations, (ii) covenants that survive the Closing, (iii) the excluded or assumed liabilities, respectively, and (iv) certain liabilities with respect to taxes.

        Fundamental representations include, among others, organization and good standing, authorization and execution of transaction documents, enforceability of transaction documents, capital structure, takeover statutes and no brokers.

        Representations and warranties under the Master Transaction Agreement survive until the Closing or the termination of the Master Transaction Agreement, except for EchoStar's and DISH Fundamental Representations (as defined below). Indemnification under the Master Transaction Agreement for fundamental representations survives forever and supersedes any applicable statutes of limitations. Recovery for breaches of fundamental representations will be capped at $797 million.

        The indemnification provisions of the Master Transaction Agreement are DISH Network and EchoStar's exclusive remedy, except for in the case of (1) misallocated assets or assets not able to be transferred at the Closing, for which the agreement provides specific performance, (2) fraud and (3) the indemnities under the Tax Matters Agreement

        Under the Tax Matters Agreement, DISH Network will indemnify EchoStar for: (1) taxes of Newco or attributable to the BSS Business in each case for tax periods after the Closing, (2) losses arising out of a breach of a representation, warranty or covenant of DISH Network, but only if such breach results in the Distribution or the Merger failing to qualify for the Intended Tax Treatment, (3) losses attributable to the failure of the Distribution or the Merger to qualify for the Intended Tax Treatment as a result of a change of control of DISH Network or Newco or transfers of stock or assets of DISH Network or Newco, where either DISH Network took an action or knowingly facilitated, consented to or assisted with an action by a DISH Network stockholder that caused the Distribution or the Merger to fail to qualify for the Intended Tax Treatment, (4) DISH Network's portion of any transfer taxes (which are shared equally by DISH Network and EchoStar) and (5) any increase in taxes of Newco for a period before the Closing that is attributable to DISH Network making a tax election or filing an amended tax return with respect to Newco.

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        Under the Tax Matters Agreement, EchoStar will indemnify DISH Network for: (1) taxes of Newco or attributable to the BSS Business in each case for tax periods prior to the Closing, (2) taxes of EchoStar and its subsidiaries, (3) losses arising out of a breach of a representation, warranty or covenant of EchoStar, but only if such breach results in the Distribution or the Merger failing to qualify for the Intended Tax Treatment, (4) EchoStar's portion of any transfer taxes and (5) any increase in taxes of Newco for a period after the Closing attributable to EchoStar making a tax election or filing an amended tax return with respect to Newco.

Listing of DISH Network Class A Common Stock; No Listing of Newco Common Stock

        DISH Network expects to obtain approval to list the shares of DISH Network Class A Common Stock to be issued pursuant to the Master Transaction Agreement on the NASDAQ, which approval is a condition to the Closing.

        EchoStar will not register the Newco Common Stock distributed as part of the Distribution for listing on any national securities exchange.

No Dissenters' Rights

        Holders of EchoStar Common Stock do not have appraisal rights or dissenters' rights under applicable law or contractual appraisal rights under the EchoStar Articles of Incorporation or the Master Transaction Agreement in connection with the Pre-Closing Restructuring or the Distribution. As holders of Newco Common Stock following the Distribution, EchoStar stockholders will not have appraisal rights under applicable law or contractual appraisal rights under the Newco Certificate of Incorporation or the Master Transaction Agreement in connection with the Merger.

Tax Treatment of the Transactions

        The Transactions are intended to qualify as tax-free to both DISH Network and EchoStar as a "spin-off" under Sections 355 and 368(a)(1)(D) of the Code followed by a "reorganization" under Section 368 of the Code.

Accounting Treatment of the Transactions

        DISH Network prepares its financial statements in accordance with U.S. GAAP. For accounting purposes, the Transactions whereby DISH Network is acquiring the BSS Business will be considered an asset purchase as substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets. As the Transactions are between entities that are under common control, DISH Network will record the assets and liabilities received at EchoStar's historical cost basis, with the offsetting amount recorded in "Additional paid-in capital" on DISH Network's Consolidated Balance Sheets.

Litigation Related to the Transactions

        On July 2, 2019, a putative class action lawsuit was filed by a purported EchoStar stockholder in the District Court of Clark County, Nevada under the caption City of Hallandale Beach Police Officers' and Firefighters' Personnel Retirement Trust v. Ergen, et al., Case No. A-19-797799-B. The lawsuit names as defendants Mr. Ergen, the other members of the EchoStar Board, as well as EchoStar, certain of its officers, DISH Network and certain of DISH Network's and EchoStar's affiliates. Plaintiff alleges, among other things, breach of fiduciary duties in approving the Transactions for inadequate consideration and pursuant to an unfair and conflicted process, and that EchoStar, DISH Network and certain other defendants aided and abetted such breaches. Plaintiff seeks equitable relief, including the issuance of additional DISH Network Class A Common Stock, monetary relief and other costs and disbursements, including attorneys' fees. DISH Network, EchoStar and the other defendants believe that the lawsuit is without merit and intend to defend themselves vigorously.

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THE MASTER TRANSACTION AGREEMENT

        This section describes the material terms of the Master Transaction Agreement, which was executed on May 19, 2019. The description of the Master Transaction Agreement in this section and elsewhere in this prospectus is qualified in its entirety by reference to the complete text of the Master Transaction Agreement, a copy of which is attached as Annex A to this prospectus and is incorporated by reference herein in its entirety. This summary does not purport to be complete and may not contain all of the information about the Master Transaction Agreement that is important to you. You are encouraged to read the Master Transaction Agreement carefully and in its entirety, because it is the legal document that governs the Transactions.

Explanatory Note Regarding the Master Transaction Agreement

        The Master Transaction Agreement and this summary are included solely to provide you with information regarding the terms of the Master Transaction Agreement. Factual disclosures about DISH Network, Merger Sub, EchoStar, Newco or any of their respective subsidiaries or affiliates contained in this prospectus or in DISH Network's or EchoStar's public reports filed with the SEC may supplement, update or modify the factual disclosures about DISH Network and EchoStar, respectively, contained in the Master Transaction Agreement. The representations, warranties and covenants made in the Master Transaction Agreement by the DISH Parties and the EchoStar Parties were made solely for the purposes of the Master Transaction Agreement and as of specific dates and were qualified and subject to important limitations agreed to by the parties in connection with negotiating the terms of the Master Transaction Agreement. In particular, in your review of the representations and warranties contained in the Master Transaction Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing certain circumstances in which a party to the Master Transaction Agreement may have the right not to complete the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise and allocating risk between the parties to the Master Transaction Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by the matters contained in the disclosure letter that EchoStar delivered to DISH Network in connection with the Master Transaction Agreement, which disclosures were not reflected in the Master Transaction Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this prospectus, may have changed since the date of the Master Transaction Agreement. Stockholders should not rely on the Master Transaction Agreement representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts of DISH Network, Merger Sub, EchoStar, Newco or any of their respective subsidiaries or affiliates.

The Pre-Closing Restructuring

        Pursuant to the Master Transaction Agreement, the EchoStar Parties have agreed to take, and to cause their respective applicable subsidiaries to take, the actions necessary or appropriate to effect the Pre-Closing Restructuring. EchoStar will, and will cause its applicable subsidiaries to, transfer to Newco the assets used, contemplated for use or held for use, in each case, primarily in the ownership, operation or conduct of the BSS Business as currently owned, operated and conducted or relating primarily to the BSS Business as currently owned, operated or conducted, along with certain other assets. Newco will accept, assume and agree to faithfully perform, discharge and fulfill all of the liabilities to the extent primarily arising from or resulting from the operation of the BSS Business as currently conducted or the ownership of the transferred assets. Newco shall be responsible for all of the assumed liabilities, and its obligations will not be subject to offset or reduction, whether by reason of

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any actual or alleged breach of any representation, warranty or covenant contained in any other agreement or document delivered in connection with the Transactions or any right to indemnification under the Master Transaction Agreement or otherwise.

        The Pre-Closing Restructuring will be consummated as promptly as reasonably practicable after satisfaction (or, to the extent permitted by applicable law, waiver by the parties entitled to the benefit thereof) of all the closing conditions set forth in the Master Transaction Agreement (other than those conditions that by their nature are to be satisfied as of the Closing Date and shall in fact be satisfied at such time and other than the completion of the Pre-Closing Restructuring and Distribution themselves). However, the Master Transaction Agreement also provides that EchoStar may, in its sole discretion, consummate the Pre-Closing Restructuring prior to the satisfaction of the closing conditions set forth in the Master Transaction Agreement.

Misallocated Assets

        If at any time after the date of the Distribution, prior to the Closing or after the Closing, EchoStar or any of its subsidiaries, or DISH Network, Newco or any of their respective subsidiaries receives or otherwise possesses an asset that should belong to another party pursuant to the Master Transaction Agreement or any of the transaction documents, EchoStar or any of its subsidiaries or DISH Network, Newco or any of their respective subsidiaries, as the case may be, will transfer or cause to be transferred such asset to the party to whom such asset should rightfully belong.

        Prior to any such transfer of assets, the EchoStar Parties and the DISH Parties agree that the person receiving or possessing such asset will hold such asset in trust for the person to whom such asset should rightfully belong pursuant to the Master Transaction Agreement or any other transaction document.

        If at any time there exist (i) assets that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, transferred to Newco or retained by EchoStar or any of its subsidiaries or (ii) liabilities that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional or other omission, assumed by Newco or retained by EchoStar or any of its subsidiaries, then the parties agree to cooperate in good faith to effect the transfer or retransfer of misallocated assets, and/or the assumption or reassumption of misallocated liabilities, to or by the appropriate person as promptly as practicable and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the assets to be transferred to or liabilities to be assumed by Newco or retained by EchoStar or any of its subsidiaries. Each party shall reimburse any other party or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any such assets being transferred or any such liabilities being assumed or retained.

Consents

        Neither the Master Transaction Agreement nor any other transaction document constitutes an agreement to sell, assign, transfer, convey, deliver or assume any asset that would constitute a transferred asset if such asset is not transferable in accordance with applicable law or with any other requisite consent. If the transfer or assignment of any asset intended to be transferred or assigned under the Master Transaction Agreement is not consummated prior to or on the date of the Distribution, whether as a result of a prohibition on transfer due to a violation or breach of applicable law or any other requisite consent, then the person retaining such asset will thereafter hold such asset for the use and benefit, insofar as legally permitted and reasonably possible, of the person entitled thereto until the consummation of the transfer or assignment thereof (or as otherwise mutually determined by DISH Network and EchoStar). In addition, the person retaining such asset will take such other actions as may reasonably be requested by the person to whom such asset is to be

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transferred in order to place such person, insofar as legally permitted and reasonably possible, in the same position as if such asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the date of the Distribution to the person to whom such asset is to be transferred. Notwithstanding the foregoing, any such asset will still be considered a transferred asset.

The Distribution

        The EchoStar Board will establish a record date and a closing date for the Distribution and any applicable procedures in connection with the Distribution. All Newco Shares held by EchoStar on the date of the Distribution will be distributed to EchoStar stockholders as described below. EchoStar will consult with DISH Network regarding the dates selected for the record date and the closing date for the Distribution.

        In order to effectuate the Distribution to the EchoStar stockholders, EchoStar will appoint a distribution agent for the EchoStar Common Stock (or an affiliate of such transfer agent) or another bank or trust company reasonably approved by DISH Network to act as agent in connection with the Distribution (the "Agent"). On the terms and subject to the conditions set forth in the Master Transaction Agreement, on or prior to the date of the Distribution, EchoStar will deliver to the Agent, for the benefit of the holders on the record date of the Distribution of EchoStar Common Stock, certificates representing (or authorize the related book-entry transfer, for the benefit of the holders on the record date of the Distribution, of) all outstanding Newco Shares as of the date of the Distribution. EchoStar will instruct the Agent to distribute to each such holder electronically, by direct registration in book-entry form, one (1) Newco Share for every share of EchoStar Common Stock owned by such holder at the record date of the Distribution.

        The Distribution will be consummated by EchoStar as promptly as reasonably practicable after satisfaction (or, to the extent permitted by applicable law, waiver by the parties entitled to the benefit thereof) of all the closing conditions set forth in the Master Transaction Agreement (other than those conditions that by their nature are to be satisfied as of the Closing Date and shall in fact be satisfied at such time and other than the completion of the Pre-Closing Restructuring and Distribution themselves).

The Merger

        The Master Transaction Agreement provides that, upon the terms and subject to the conditions in the Master Transaction Agreement, on the Closing Date, Merger Sub will merge with and into Newco, with Newco being the surviving entity.

Closing and Effective Time of the Merger

        Unless otherwise mutually agreed in writing by DISH Network, EchoStar and Newco, the Closing Date will take place on the third (3^rd) business day following the day on which the last of the conditions to the consummation of the Merger to be satisfied or waived have been satisfied or waived (other than those conditions that by their nature are to be satisfied as of the Closing Date and shall in fact be satisfied at such time), but no earlier than June 15, 2019, as described in the section titled "The Master Transaction Agreement—Conditions to Closing" beginning on page 91.

        The Merger will become effective at the time when the certificate of merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the parties in writing and specified in the certificate of merger (the "Effective Time").

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Merger Consideration

        Each share of the Newco Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into, and become exchangeable for, a number of DISH Network Class A Shares calculated using the Exchange Ratio (the "Per Share Merger Consideration"). The Exchange Ratio and the Per Share Merger Consideration will not be determinable until after the record date of the Distribution.

        At the Effective Time, as a result of the Merger, each share of common stock, par value $0.001 per share, of Merger Sub (such shares, the "Merger Sub Shares") issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the surviving company, such that, following such conversion, DISH Network becomes the sole stockholder of Newco.

        At the Effective Time of the Merger, each Excluded Share will be cancelled and will cease to exist, with no consideration paid in exchange therefor.

        No fractional shares of DISH Network Class A Common Stock will be issued upon the conversion of Newco Shares. Any holder of Newco Shares otherwise entitled to receive a fractional share of DISH Network Class A Common Stock will be entitled to receive a cash payment in lieu thereof, without interest, equal to the product of (i) the aggregated amount of the fractional share interest in shares of DISH Network Class A Common Stock to which such holder would be entitled (after taking into account all Newco Shares held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) and (ii) the average of the closing prices per DISH Network Class A Share on the NASDAQ (as reported in the Wall Street Journal or, if not reported thereby, as reported in another authoritative source) for the five (5) full trading days ending on the second (2^nd) business day immediately preceding the date on which the Effective Time occurs.

Exchange Procedures and Transfers

        On the Closing Date, immediately prior to the Effective Time, DISH Network will deposit, or will cause to be deposited, with the Agent for the benefit of the holders of Newco Shares (i) certificates or, at DISH Network's option, evidence of non-certificated DISH Network Class A Shares in book-entry form constituting at least the amount required to be delivered by DISH Network in exchange for the Newco Shares and (ii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the DISH Network Class A Shares to be issued or to be paid in exchange for Newco Shares outstanding immediately prior to the Effective Time, deliverable upon due surrender of the certificates formerly representing the Newco Shares or Newco Shares represented by book-entry (such deposits collectively, the "Exchange Fund").

        From and after the Effective Time, there will be no transfers on the stock transfer books of Newco of the Newco Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificate or book entry Newco Share is presented to Newco, DISH Network or the Agent for transfer, it shall be cancelled and exchanged for the Per Share Merger Consideration (and to the extent applicable, cash in lieu of fractional shares and/or any dividends or other distributions to which the holder thereof is entitled).

Termination of the Exchange Fund

        Any portion of the Exchange Fund that remains unclaimed by the former stockholders of Newco as of the date that is 18 months after the Effective Time will be delivered to DISH Network. Thereafter, any holder of Newco Shares (other than Excluded Shares) will be entitled to look only to DISH Network for delivery of the Per Share Merger Consideration and payment of any cash, dividends and other distributions payable and/or issuable, as contemplated by the Master Transaction Agreement,

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in each case, without interest. None of Newco, DISH Network, EchoStar, the Agent or any other person will be liable to any former holder of Newco Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar applicable laws. Any portion of the Exchange Fund which remains undistributed to the holders of Newco Shares immediately prior to the time at which the Exchange Fund would otherwise escheat to or become the property of any governmental authority, such amount will, to the extent permitted by applicable law, become the property of DISH Network free and clear of all claims or interest of any person previously entitled thereto.

Dividends and Distributions with Respect to Unexchanged Newco Shares

        If a dividend or other distribution is declared by DISH Network in respect of DISH Network Class A Shares, the record date for which is at or after the Effective Time, that declaration will include dividends or other distributions in respect of all Per Share Merger Consideration issuable pursuant to the Master Transaction Agreement. No dividends or other distributions in respect of the DISH Network Class A Shares will be paid to any holder of any unsurrendered certificate or book-entry Newco Share until such certificate (or affidavits of loss in lieu of the certificate) or book-entry Newco Share is surrendered for exchange in accordance with the terms of the Master Transaction Agreement. Subject to the effect of applicable laws, following surrender of any such certificate (or affidavits of loss in lieu of the certificate) or book-entry Newco Share that has been converted into the right to receive the Per Share Merger Consideration, there will be issued and/or paid to the holder of the certificates representing whole DISH Network Class A Shares (or as applicable, book-entry DISH Network Class A Shares) issued in exchange therefor, without interest, (A) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time payable with respect to such whole DISH Network Class A Shares and not paid and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole DISH Network Class A Shares with a record date after the Effective Time but with a payment date subsequent to surrender.

Lost, Stolen or Destroyed Certificates

        In the event any certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by DISH Network, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against DISH Network, the Agent or any of DISH Network's subsidiaries with respect to such certificate, the Agent will issue, in exchange for such lost, stolen or destroyed certificate the Per Share Merger Consideration, and, to the extent applicable, any cash in lieu of fractional shares, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to the Master Transaction Agreement had such lost, stolen or destroyed certificate been surrendered.

Appraisal Rights

        In accordance with Section 262 of the General Corporation Law of Delaware, no appraisal rights will be available to holders of Newco Common Stock in connection with the Merger. In addition, under the Nevada Business Corporation Act, EchoStar stockholders are not entitled to appraisal rights in connection with the Pre-Closing Restructuring or the Distribution.

Representations and Warranties

        The Master Transaction Agreement contains representations and warranties made by the EchoStar Parties to the DISH Parties and by the DISH Parties to the EchoStar Parties. Certain of the representations and warranties in the Master Transaction Agreement are subject to materiality or Material Adverse Effect qualifications (that is, they will not be deemed to be untrue or incorrect unless

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their failure to be so true or correct is material or would result in a Material Adverse Effect). In addition, certain of the representations and warranties in the Master Transaction Agreement are subject to knowledge qualifications, which means that those representations and warranties would not be deemed untrue or incorrect as a result of matters of which certain officers of the party making the representation did not have knowledge, assuming due inquiry.

        The Master Transaction Agreement provides that a "Material Adverse Effect" means any fact, event, change, occurrence, condition or effect that (a) is materially adverse to the business, financial condition, assets, properties or results of operations of (x) with respect to the EchoStar Parties, (1) EchoStar and its subsidiaries taken as a whole or (2) the BSS Business taken as a whole and (y) with respect to DISH Network, DISH Network and its subsidiaries taken as a whole or (b) would prevent, materially delay or materially impair the consummation of, with respect to the EchoStar Parties, the Pre-Closing Restructuring, the Distribution, the Merger or any other transactions contemplated by the Master Transaction Agreement and, with respect to DISH Network, the Merger or the issuance of DISH Network Class A Shares, except, in the case of clause (a), any such event, change, occurrence, condition or effect to the extent resulting from, arising out of or relating to:

(i)

general changes or developments in any of the industries in which EchoStar and its subsidiaries or DISH Network and its subsidiaries, as applicable, operate;



(ii)

changes in global, national or regional political conditions (including the outbreak or escalation of war (whether or not declared) or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial markets;



(iii)

any failure by EchoStar or by DISH Network, as applicable, to meet any published analyst estimates or expectations of its overall or segment or other subgroup revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by EchoStar or by DISH Network, as applicable, to meet its overall or segment or other subgroup internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations, for any period ending on or after the date of the Master Transaction Agreement, in and of itself (provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of "Material Adverse Effect" shall not be excluded in determining whether there has been a Material Adverse Effect);



(iv)

any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates;



(v)

any decline in the market price or trading volume of the EchoStar Common Stock or the DISH Network Class A Common Stock, as applicable (provided, that the facts or occurrences giving rise to or contributing to such decline that are not otherwise excluded from the definition of "Material Adverse Effect" shall not be excluded in determining whether there has been a Material Adverse Effect);



(vi)

any change or announcement of a potential change in the credit rating of EchoStar or any of its subsidiaries or of DISH Network or any of its subsidiaries (provided, that the facts or occurrences giving rise to or contributing to such change or potential change that are not otherwise excluded from the definition of "Material Adverse Effect" shall not be excluded in determining whether there has been a Material Adverse Effect);



(vii)

any action expressly required or expressly permitted by the Master Transaction Agreement or any other transaction document (other than the Pre-Closing Restructuring or the obligations set forth in the Master Transaction Agreement regarding the conduct of the BSS Business pending the Closing);