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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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

Date of Report (Date of earliest event reported): July 19, 2021 (July 14, 2021)

DISH NETWORK CORPORATION

(Exact name of registrant as specified in its charter)

001-39144
(Commission File Number)

Nevada

88-0336997

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

9601 South Meridian Boulevard

Englewood, Colorado

80112

(Address of principal executive offices)

(Zip code)

(303723-1000
(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

DISH

The Nasdaq Stock Market L.L.C.

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))

 

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

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.

 

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2021, DISH Wireless L.L.C. (“DISH”), an indirect wholly-owned subsidiary of DISH Network Corporation (the “Company”), and AT&T Mobility LLC (“AT&T”) entered into a ten-year Network Services Agreement (the “NSA”), which will provide customers of Boost, Ting and Republic Wireless and all future DISH brands coverage on AT&T’s network.  

Subject to the terms and limitations of the NSA, AT&T will provide DISH with mobile wireless voice, data and messaging services in all U.S. geographic areas where AT&T or any AT&T affiliate provide such services or where AT&T or any AT&T affiliate has the right to use another wireless service provider’s network and is authorized to extend such right to DISH. The NSA also provides DISH’s retail wireless customers with voice and data roaming services throughout the U.S. on the AT&T network and access to AT&T’s network, even within the markets where DISH is deploying its own 5G network.

The NSA is not exclusive for either party, as neither DISH nor AT&T is restricted from deploying or building out any wireless service or network, or any other future technology or network, or from upgrading, altering or modifying its own network in its sole discretion.  DISH has certain restrictions on its ability to resell the services provided under the NSA to third parties.  The NSA also provides an avenue for AT&T to deploy portions of DISH’s spectrum to support DISH customers on the AT&T network, by allowing AT&T the right, but not the obligation, to request to use portions of DISH’s spectrum in different markets for an agreed upon period of time, subject to certain terms and conditions.

Under the NSA, AT&T becomes the primary network services provider for DISH, as DISH has committed to activate on AT&T’s network at least a minimum percentage of certain of its MVNO subscribers in the U.S. who receive services through a third-party network and to cause no less than a specified percentage of certain of its domestic roaming data usage for DISH’s MNO subscribers to be on AT&T.  DISH has agreed to pay AT&T at least $5 billion over the course of the ten-year term of the NSA, subject to certain terms and conditions.  Under the NSA, AT&T will provide DISH postpaid and prepaid customers with similar quality of service as compared to certain AT&T postpaid and prepaid customers.  DISH and AT&T also make certain mutual commitments with respect to their respective customers, including without limitation, periodic technology and product roadmap meetings regarding future technologies, devices, features, and functionalities.  

Upon expiration or termination of the NSA, subject to certain limitations, a two-year transition period will apply, during which AT&T will cooperate to enable current end users to continue using the services.  The NSA may be terminated by either party pursuant to certain customary conditions such as a material breach or insolvency.  Additionally, in the event of a qualifying change of control of DISH, AT&T may terminate the NSA.  Generally, a qualifying change of control would occur if (A) certain “restricted parties” own more than 50% of the voting power or own more than 50% of the economic value of DISH or any parent entity of the DISH wireless business; or (B) DISH sells all or substantially all of the assets of its wireless business to a “restricted party”.  A “restricted party” generally includes certain U.S. wireless providers, certain U.S. cable companies and certain large technology companies.  However, DISH would remain able to continue to use AT&T’s network services to support its MVNO customers for up to 2 years following any such change of control termination and would also retain access to roaming services on the AT&T network for both new and existing DISH MNO subscribers during such period.  

The description of the NSA above is not complete and is qualified in its entirety by the actual terms of the NSA, a copy of which will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.  

Item 7.01. Regulation FD Disclosure.

DISH has issued a press release 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.

Exhibit No.

Description

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

 

 

 

 

 

DISH NETWORK CORPORATION



 

Date: July 19, 2021

By:  

/s/ Timothy A. Messner

 

 

Timothy A. Messner

Executive Vice President and General Counsel

 

 

 

 

 

 

 

 

EXHIBIT 99.1

DISH and AT&T Sign Strategic Network Services Agreement

LITTLETON, COLO. and DALLAS, July 19, 2021 -- DISH (NASDAQ:DISH), announced today the signing of a transformative, long-term strategic Network Services Agreement (NSA) with AT&T, making AT&T the primary network services partner for DISH MVNO customers. Through this agreement, DISH will provide current and future customers of its retail wireless brands, including Boost Mobile, Ting Mobile and Republic Wireless, access to best-in-class coverage and connectivity on AT&T’s wireless network, in addition to the new DISH 5G network. The agreement accelerates DISH’s expansion of retail wireless distribution to rural markets where DISH provides satellite TV services. AT&T is also providing transport and roaming services as part of the agreement, to support DISH’s 5G network.

DISH is committed to providing competition in the wireless market as the nation’s fourth facilities-based carrier. The company will continue to build out the nation’s first cloud-native, OpenRAN-based 5G network reaching over 70% of the population by 2023.

“Teaming with AT&T on this long-term partnership will allow us to better compete in the retail wireless market and quickly respond to changes in our customers’ evolving connectivity needs as we build our own first-of-its kind 5G network,” said John Swieringa, DISH COO and Group President of Retail Wireless. “The agreement provides enhanced coverage and service for our Boost, Ting and Republic customers, giving them access to the best connectivity on the market today via voice, messaging, data and nationwide roaming on AT&T’s vast network, as well as DISH’s 5G network.”

AT&T has been recognized as the Nation’s Best Wireless Network two years in a row, according to America’s biggest test*. Fast, reliable and secure, AT&T 5G is available to 250 million people across the country over sub-6 spectrum and millimeter wave spectrum (AT&T 5G+), which is currently available in parts of 38 cities and at more than 20 venues, including high-traffic places like stadiums, arenas, airports and campuses. AT&T plans to cover 200 million people across the country with C-band (mid-band) 5G by the end of 2023.

For many years, AT&T has been a leader in connectivity. Between 2016 and the end of the first quarter 2021, AT&T has invested more than $140 billion into its wireless and wireline networks, including capital investments and acquisitions of wireless spectrum and operations, to support market demand for communications. The agreement allows AT&T the opportunity to use a portion of DISH’s spectrum in various markets to help support DISH customers on AT&T’s network.

“Teaming with DISH on this agreement is not only a testament to the strength of our network, but it further validates the investments we’ve made in our fiber and wireless infrastructure,” said Thaddeus Arroyo, CEO, AT&T Consumer. “We welcome DISH wireless and its customers to the nation’s largest and best wireless network for all of their streaming, data and roaming needs.”


EXHIBIT 99.1

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, O-RAN 5G broadband network. DISH Network Corporation (NASDAQ: DISH) is a Fortune 200 company.

For company information, visit about.dish.com.

* AT&T 4G LTE awarded best network by GWS OneScore 2020. GWS conducts drive tests for AT&T and uses the data in its OneScore analysis.

For company information, visit about.dish.com
For more information on DISH TV, visit www.dish.com
For more information on Sling TV, visit www.sling.com
For more information on OnTech Smart Services, visit www.ontechsmartservices.com
For more information on DISH Media, visit media.dish.com
Subscribe to DISH email alerts: http://about.dish.com/alerts
Follow @DISHNews on Twitter: http://www.twitter.com/DISHNews

Karen Modlin, 303-723-1850, karen.modlin@dish.com