Dish Moves on $1B Rights Offering
ENGLEWOOD, Colo. -- DISH Network Corporation announced today that it has commenced its previously-announced rights offering to raise proceeds of approximately $1 billion. All DISH stockholders as well as holders of DISH's outstanding series of convertible notes as of the record date of November 17, 2019 are being granted the right to participate in the offering and subscribe for newly-issued shares on a pro rata basis. The proceeds from the rights offering are intended to be used for general corporate purposes, including investments in the wireless business.
Under the terms of the rights offering, DISH is commencing distribution of transferable subscription rights pro rata to holders of record of DISH's Class A and B common stock, and outstanding convertible notes (based on the applicable conversion ratio for those notes as of the record date) (collectively, the "eligible securities") as of the record date. DISH will distribute one subscription right for each 18.475 shares of DISH's eligible securities that a holder held (or, in the case of the convertible notes, was deemed to have held) on the record date. Subscription rights will be rounded down to the nearest whole number and, accordingly, no fractional subscription rights will be issued. Each subscription right will entitle the holder to acquire one newly-issued share of DISH's Class A common stock at a subscription price of $33.52 per share of Class A common stock. The rights offering does not provide for over-subscription rights.
Charles W. Ergen, who beneficially owns approximately 51.6% of DISH's Class A and Class B common stock (calculated assuming conversion of all outstanding Class B common stock into Class A common stock) as of November 18, 2019, has informed DISH that he intends to fully exercise all subscription rights allocated in respect of the eligible securities he beneficially owns. DISH had 254,626,165 shares of Class A common stock and 238,435,208 shares of Class B common stock outstanding as of November 18, 2019. All outstanding shares of Class B common stock are beneficially owned by Mr. Ergen. Additionally, if any subscription rights remain unexercised following the expiration of the rights offering, Mr. Ergen has agreed to purchase, at the subscription price, in a private transaction separate from the rights offering, any and all shares of Class A common stock that are not subscribed for by holders of eligible securities in connection with the rights offering. DISH has entered into an agreement with Mr. Ergen in respect of this commitment.
Deutsche Bank Securities Inc. is acting as capital markets advisor to DISH in the rights offering. Computershare Trust Company, N.A. is serving as the subscription agent for the rights offering and Georgeson LLC is serving as the information agent for the rights offering.