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Washington, D.C. 20549 


Form 8-K


Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  July 1, 2020



(Exact name of registrant as specified in its charter)


(State or other jurisdiction of
(Commission File Number)
(IRS Employer
Identification No.)
, Colorado
(Address of principal executive offices)
(Zip Code)


(303) 723-1000
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading
  Name of each exchange on which registered
Class A common stock, $0.01 par value   DISH   The Nasdaq Stock Market L.L.C.


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨









As previously disclosed in the Current Report on Form 8-K filed by DISH Network Corporation, (“DISH”) on July 26, 2019 (the “Signing 8-K”) and in subsequent DISH filings with the Securities and Exchange Commission (together with the Signing 8-K, the “DISH Filings”), DISH, T-Mobile US, Inc. (“TMUS”) and Sprint Corporation (“Sprint” and together with TMUS, the “Sellers” and after the merger of Sprint and TMUS, “NTM”) (or their respective subsidiaries) entered into a series of arrangements. These arrangements included the Asset Purchase Agreement (as amended, the “APA”) which contemplates, among other things, the acquisition by DISH from NTM of certain assets and liabilities associated with Sprint’s Boost Mobile, Virgin Mobile and Sprint-branded prepaid mobile services businesses for an aggregate purchase price of $1.4 billion as adjusted for specific categories of net working capital as of the Closing Date (the “Prepaid Business Sale”).


Also as previously disclosed in the DISH Filings, in connection with the Prepaid Business Sale and the consummation of the Sprint-TMUS merger, DISH, TMUS and Sprint came to an agreement with the United States Department of Justice (“DOJ”) on key terms and approval of the Transaction Agreements (as defined below) and DISH’s wireless service business and spectrum. On July 26, 2019, DISH, TMUS, Sprint, Deutsche Telekom AG and SoftBank Group Corp. (collectively, the “Defendants”) entered into a Stipulation and Order (the “Stipulation and Order”) with the DOJ binding the Defendants to a Proposed Final Judgment (the “Proposed Final Judgment”) which memorialized the agreement between the DOJ and the Defendants. The Stipulation and Order and the Proposed Final Judgment were filed in the United States District Court for the District of Columbia (the “District Court”) on July 26, 2019, and on April 1, 2020, the Proposed Final Judgment was entered with the District Court (the Proposed Final Judgment as so entered with the District Court, the “Final Judgment”).


Effective July 1, 2020 (the “Closing Date”), upon the terms and subject to the conditions set forth in the APA and in accordance with the Final Judgment, DISH and NTM completed the Prepaid Business Sale. In connection with the closing of the Prepaid Business Sale, DISH and NTM entered into the Second Amendment to the APA to exclude approximately 13,000 prepaid wireless customers of Sprint under the Boost Mobile brand from the Prepaid Business Sale related to a program issued by the Public Utilities Commission of the State of California.  Also in connection with the closing of the Prepaid Business Sale, DISH and NTM entered into transition services agreements under which DISH will receive and provide certain transitional services (the “TSAs”), an option agreement entitling DISH to acquire certain decommissioned cell sites and retail stores of NTM (the “Option Agreement”), a master network services agreement (the “MNSA”) and a spectrum purchase agreement (the “Spectrum Purchase Agreement” and together with the TSAs, Option Agreement and MNSA, the “Transaction Agreements”).


Item 1.01. Entry into a Material Definitive Agreement.


Master Network Services Agreement


Pursuant to the APA, on July 1, 2020, DISH and NTM entered into the MNSA for the provision of network services by NTM to DISH. The description of the MNSA included in the Signing 8-K is hereby incorporated herein by reference.


Spectrum Purchase Agreement


Pursuant to the APA, on July 1, 2020, DISH and NTM entered into the Spectrum Purchase Agreement, pursuant to which DISH is expected to purchase all of Sprint’s 800 MHz spectrum (approximately 13.5 MHz of nationwide spectrum). The description of the Spectrum Purchase Agreement included in the Signing 8-K is hereby incorporated herein by reference.


A copy of the APA was filed by DISH with the Securities and Exchange Commission on July 29, 2019 as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, and copies of the MNSA and the Spectrum Purchase Agreement will be filed by DISH with the Securities and Exchange Commission as exhibits to its Quarterly Report on Form 10-Q. The descriptions of the MNSA and the Spectrum Purchase Agreement contained herein are not complete and are qualified in their entirety by the actual terms of each such Transaction Agreement.


Item 2.01. Completion of Acquisition or Disposition of Assets.


The information set forth in the Introduction regarding the completion of the Prepaid Business Sale is hereby incorporated herein by reference.





Item 7.01. Regulation FD Disclosure.


DISH has issued a press release regarding the transaction described herein which is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.


The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.


d)       Exhibits


Exhibit No. Description
99.1 Press Release,  dated July 1, 2020.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: July 1, 2020 By:   /s/ Timothy A. Messner

Timothy A. Messner
Executive Vice President and General Counsel



Exhibit 99.1


DISH enters retail wireless market with close of Boost Mobile, advances build of the nation’s first standalone 5G network


Completes $1.4 billion purchase of Boost Mobile

Revives Boost’s iconic “$hrink-It!” offer — the longer you stay, the less you pay

Connects new Boost customers to the new T-Mobile network

Continues vendor selection for build of nation’s first standalone 5G network


ENGLEWOOD, Colo., July 1, 2020 — DISH announced today that it has completed its $1.4 billion acquisition of Boost Mobile. With this purchase, DISH officially enters the retail wireless market, serving more than nine million customers.


“Today, we are proud to welcome hundreds of employees, thousands of independent retailers, and millions of customers to the DISH family,” said Erik Carlson, president and CEO, DISH. “This marks an important milestone in DISH’s evolution as a connectivity company. It positions us well as we continue to build out the first virtualized, standalone 5G network in America.”


Boost Mobile’s new upgraded network and plans offer more flexibility, choice and performance in wireless

The company will continue to utilize the Boost brand and today unveiled the new Boost logo. John Swieringa, who serves as group president, retail wireless and COO, DISH, will lead Boost Mobile.


“Boost is uniquely positioned to disrupt this industry. Our passionate team, from employees to retail associates to local business owners, is ready to compete,” said John Swieringa. “We’ll bring new, exciting products and offers to customers that better meet their needs and fit their budgets. Starting tomorrow, Boost will launch the first of our new offers with the revival of $hrink-It! — rewarding customers with ‘the longer you stay, the less you pay.’”


Boost’s new $hrink-It! plan, which starts at $45 for 15GB, reduces customers’ monthly rates by $5 after three on-time payments, and by an additional $5 after six total on-time payments. Boost previously offered a popular shrinking payments plan, which was available to new Boost Mobile customers until July 2014.


In addition to the revival of the $hrink-It! plan, Boost will offer a $35 10GB plan that includes unlimited talk and text. Consumers may sign up for either plan with their existing compatible device or by purchasing a new device from Boost. Both plans will be available beginning tomorrow.




Boost has begun, and will continue, to activate customers with a compatible device onto the new T-Mobile network, where customers will receive a stronger signal, faster speeds and more coverage.


For a current list of Boost offers, visit


To learn more about the New Upgraded Network, visit


Agreements position DISH to serve customers immediately and advance build of 5G network

In July 2019, DISH announced a series of agreements the company reached with the DOJ and FCC as part of the merger between Sprint and T-Mobile. DISH will have access to the new T-Mobile network for seven years, including the ability to serve DISH customers between new T-Mobile's nationwide network and DISH's forthcoming standalone 5G network, a first-of-its-kind in the U.S.


“The FCC and DOJ have shown continued leadership in advancing the nation’s 5G wireless future, and thanks to their efforts, DISH is able to focus our resources on building the only 5G network in the U.S. based on Open RAN architecture, completely from the ground up,” said Carlson.


DISH continues to make progress on its 5G network deployment and recently announced the selection of Fujitsu for radio units and Altiostar and Mavenir for cloud-native, Open RAN software.


About DISH

DISH Network Corporation is a connectivity company. Since 1980, it has served as a disruptive force, driving innovation and value on behalf of consumers. Through its subsidiaries, the company provides television entertainment and award-winning technology to millions of customers with its satellite DISH TV and streaming SLING TV services. In 2020, the company became a nationwide U.S. wireless carrier through the acquisition of Boost Mobile. DISH continues to innovate in wireless, building the nation’s first virtualized, standalone 5G broadband network. DISH Network Corporation (NASDAQ: DISH) is a Fortune 250 company.


For company information, visit

For more information on DISH TV, visit

For more information on SLING TV, visit

For more information on Boost, visit

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Media Contact:

Karen Modlin