Technology

EchoStar Corporation Announces Exchange Offers and Consent Solicitations to exchange 5.25% Senior Secured Notes due 2026, 5.75% Senior Secured Notes due 2028, 7.75% Senior Notes due 2026, 7.375% Senior Notes due 2028, and 5.125% Senior Notes due 2029 Issued by DISH DBS Corporation for New DBS Notes (as defined herein) issued by DISH DBS Corporation

Published

8 months ago

September 30, 2024

Subject to the Satisfaction of the Terms and Conditions Described in the Exchange Offering Memorandum, the New DBS Notes Will Be Mandatorily Exchanged for New Secured Notes Issued by DTV Issuer (as defined herein) immediately prior to the consummation of the Acquisition Transaction (as defined below)

ENGLEWOOD, Colo., Sept. 30, 2024 /PRNewswire/ — EchoStar Corporation (Nasdaq: SATS) (“EchoStar”), today announced that DISH DBS Corporation (“DBS”) has commenced offers to exchange (the “Exchange Offers”) any and all of its (a) 5.25% Senior Secured Notes due 2026 (the “Outstanding 2026 DBS Secured Notes”) for an equal principal amount of its new 5.25% First Lien Notes due 2026 (the “New 2026 DBS First Lien Notes”), (b) 5.75% Senior Secured Notes due 2028 (the “Outstanding 2028 DBS Secured Notes”) for an equal principal amount of its new 5.75% First Lien Notes due 2028 (the “New 2028 DBS First Lien Notes”), (c) 7.75% Senior Notes due 2026 (the “Outstanding 2026 DBS Notes”) for an equal principal amount of its new 7.75% Second Lien Notes due 2026 (the “New 2026 DBS Second Lien Notes”), (d) 7.375% Senior Notes due 2028 (the “Outstanding 2028 DBS Notes”) for an equal principal amount of its new 7.375% Second Lien Notes due 2028 (the “New 2028 DBS Second Lien Notes”) and (e) 5.125% Senior Notes due 2029 (the “Outstanding 2029 DBS Notes” and, together with the Outstanding 2026 DBS Secured Notes, the Outstanding 2028 DBS Secured Notes, the Outstanding 2026 DBS Notes and the Outstanding 2028 DBS Notes, the “Outstanding Notes”) for an equal principal amount of its new 5.125% Second Lien Notes due 2029 (the “New 2029 DBS Second Lien Notes” and, together with the New 2026 DBS First Lien Notes, the New 2028 DBS First Lien Notes, the New 2026 DBS Second Lien Notes and the New 2028 DBS Second Lien Notes, the “New DBS Notes”), in each case, pursuant to the terms described in a confidential exchange offering memorandum and consent solicitation statement, dated September 30, 2024 (the “Exchange Offering Memorandum”). The Exchange Offers are being made only to Eligible Holders (as defined herein) of Outstanding Notes.

The New DBS Notes will be issued with substantially the same terms as the corresponding series of Outstanding Notes, including maturity, interest rate, interest payment dates and covenants, except for certain changes, including to facilitate the acquisition of the DISH Pay-TV Business by DIRECTV Holdings LLC, pursuant to an Equity Purchase Agreement (the “Purchase Agreement”) between DIRECTV Holdings LLC (“Purchaser”) and EchoStar (the “Acquisition Transaction”), as further described in the Exchange Offering Memorandum, in each case, upon the terms and subject to the conditions set forth in the Exchange Offering Memorandum.

The New 2026 DBS First Lien Notes and the New 2028 DBS First Lien Notes (collectively, the “New DBS First Lien Notes”) will be (i) senior secured obligations of DBS and (ii) guaranteed by DBS’ subsidiaries that are guarantors of the Outstanding Notes immediately prior to the Settlement Date, comprising certain of DBS’ principal operating subsidiaries (the “New DBS Guarantors”) on a senior secured basis (collectively, the “New DBS First Lien Notes Guarantees”). The New DBS First Lien Notes and New DBS First Lien Notes Guarantees will be secured by first-priority liens on substantially all existing and future tangible and intangible assets of DBS and the New DBS Guarantors, including a pledge of equity of DISH DBS Issuer LLC (“SubscriberCo”) by DISH Network L.L.C. (the “Equity Pledge”), subject to certain excluded assets (including the Intercompany Loan (as defined herein)) and permitted liens.

The New 2026 DBS Second Lien Notes, the New 2028 DBS Second Lien Notes and the New 2029 DBS Second Lien Notes (collectively, the “New DBS Second Lien Notes”) will be (i) senior secured obligations of DBS, (ii) guaranteed by the New DBS Guarantors on a senior secured basis (collectively, the “New DBS Second Lien Notes Guarantees”). The New DBS Second Lien Notes and New DBS Second Lien Notes Guarantees will be secured by second-priority liens on substantially all existing and future tangible and intangible assets of DBS and the New DBS Guarantors, including the Equity Pledge, subject to certain excluded assets (including the Intercompany Loan (as defined herein)) and permitted liens.

The New DBS Notes will accrue interest from, and including, the last interest payment date for the corresponding series of Outstanding Notes. Therefore, there will be no payment of accrued and unpaid interest on the Settlement Date of the Exchange Offers.

In connection with their participation in the applicable Exchange Offer and subject to the Acquisition Consent Threshold Condition (as defined below), each holder of New DBS Notes agrees in advance without further action on its part that each series of New DBS Notes will permit DBS, without the consent of the holders, to amend the indentures governing the New DBS Notes, following receipt of regulatory approval of the Acquisition Transaction, to provide that (a) if the Acquisition Transaction is or will be consummated on or prior to December 29, 2025 or any further date to which the then current Outside Date is extended pursuant to the Purchase Agreement (the “Outside Date”) and publicly announced promptly thereafter, then immediately prior to the consummation of the Acquisition Transaction, such New DBS Notes will be acquired by Purchaser, an affiliate of the DTV Issuer, in a mandatory exchange, at the applicable exchange rate described in the table below, with no further action by the holder of the New DBS Notes, for the applicable series of New DTV Issuer Notes set forth in the table below (the “New DTV Issuer Notes”, and together with the New DBS Notes, the “New Notes”), in each case to be issued by DIRECTV Financing, LLC and DIRECTV Financing Co-Obligor, Inc. (together with DIRECTV Financing, LLC, the “DTV Issuer”) with the terms set forth in the form of New DTV Issuer Notes Indentures included in the Exchange Offering Memorandum (each a “Mandatory Acquisition/Exchange” and collectively, the “Mandatory Acquisition/Exchanges”, and the reduction in the principal amount of New DBS Notes resulting from the Mandatory Acquisition/Exchanges is herein referred to as the “Principal Reduction”), or (b) if the Acquisition Transaction is not or will not be consummated on or prior to the Outside Date, then such New DBS Notes will remain outstanding as a separate series not fungible with the Outstanding Notes not validly tendered or otherwise accepted as part of the Exchange Offers, each on the terms and subject to the conditions as set forth in the Exchange Offering Memorandum. Any Outstanding Notes that are not validly tendered or are validly tendered and subsequently validly withdrawn in the Exchange Offers will not participate in the Exchange Offers or, if applicable, the Mandatory Acquisition/Exchanges. There are risks associated with not participating in the Exchange Offers.

In addition to the applicable New DTV Issuer Notes, holders of the New DBS Notes will receive a cash payment in respect of accrued interest, if any, on their New DBS Notes on the date of the settlement of the Mandatory Acquisition/Exchanges for the period since the last interest payment date in respect of the relevant series of New DBS Notes through but excluding the settlement date of the Mandatory Acquisition/Exchanges; and interest on the New DTV Issuer Notes will begin to accrue from and including the issue date of the New DTV Issuer Notes.

The following table describes certain terms of the exchange offers:

Outstanding Notes

Exchange Consideration – New DBS Notes

Mandatory Exchange Consideration – New DTV Issuer Notes

For each $1,000 Principal Amount of the Relevant Series of Outstanding Notes

CUSIP(1)

ISIN(1)

Outstanding Aggregate Principal Amount

Principal Amount and Applicable Series of New DBS Notes to be Issued

Principal Amount and Applicable Series of New DTV Issuer Notes to be Issued in the Mandatory Acquisition/Exchanges

5.25% Senior Secured Notes due 2026 (“Outstanding 2026 DBS Secured Notes”)

25470XBE4 /
U25486AQ1

US25470XBE40 /
USU25486AQ11

$2,750,000,000

$1,000 principal amount of 5.25% First Lien Notes due 2026

(“New 2026 DBS First Lien Notes”)

$930 principal amount of new 8.875% Senior Secured Notes due 2028 (the “New 2028 DTV Issuer Secured Notes”)

5.75% Senior Secured Notes due 2028 (“Outstanding 2028 DBS Secured Notes”)

25470XBF1 /
U25486AR9

US25470XBF15 /
USU25486AR93

$2,500,000,000

$1,000 principal amount of 5.75% First Lien Notes due 2028

(“New 2028 DBS First Lien Notes”)

$870 principal amount of new 8.875% Senior Secured Notes due 2031 (the “New 2031-Series A DTV Issuer Secured Notes”)

7.75% Senior Notes due 2026

(“Outstanding 2026 DBS Notes”)

25470XAY1 /
U25486AM0 /

25470XAX3

US25470XAX30 /
USU25486AM07 /
US25470XAY13

$2,000,000,000

$1,000 principal amount of 7.75% Second Lien Notes due 2026

(“New 2026 DBS Second Lien Notes”)

$790 principal amount of new 8.875% Senior Secured Notes due 2029 (the “New 2029 DTV Issuer Secured Notes”)

7.375% Senior Notes due 2028

(“Outstanding 2028 DBS Notes”)

25470XBB0 /

U25486AN8 /
25470XAZ8

US25470XAZ87 /
USU25486AN89 /
US25470XBB01

$1,000,000,000

$1,000 principal amount of 7.375% Second Lien Notes due 2028

(“New 2028 DBS Second Lien Notes”)

$680 principal amount of new 8.875% Senior Secured Notes due 2031 (the “New 2031-Series B DTV Issuer Secured Notes”)

5.125% Senior Notes due 2029

(“Outstanding 2029 DBS Notes”)

25470XBD6 /

U25486AP3 /
25470XBC8

US25470XBC83 /
USU25486AP38 /
US25470XBD66

$1,500,000,000

$1,000 principal amount of 5.125% Second Lien Notes due 2029

(“New 2029 DBS Second Lien Notes”)

$600 principal amount of new 8.875% Senior Secured Notes due 2032 (the “New 2032 DTV Issuer Secured Notes”)

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed herein or printed on the Outstanding Notes. They are provided solely for convenience.

Concurrently with the Exchange Offers, DBS is soliciting, on the terms and subject to the conditions set forth in the Exchange Offering Memorandum, consents from Eligible Holders of Outstanding Notes to certain proposed amendments (the “Proposed Amendments”) to the indentures, dated as of June 13, 2016, July 1, 2020, May 24, 2021 and November 26, 2021 with respect to the Outstanding Notes (as amended, supplemented or otherwise modified to the date of the Exchange Offering Memorandum, collectively, the “Outstanding Notes Indentures”), by and among DBS, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as trustee. Each Eligible Holder of the Outstanding Notes who validly consents to the applicable Proposed Amendments by tendering Outstanding Notes and delivering a consent at or before the Expiration Time (as defined herein) will be eligible to receive the exchange consideration described in the table above and, if, on or prior to the Outside Date, the Acquisition Transaction is, or will be, consummated, then concurrently with the date of the settlement of the Mandatory Acquisition/Exchanges, the mandatory exchange consideration described above.

The Proposed Amendments will, among other things (i) eliminate substantially all of the covenants and certain events of defaults and related provisions contained in the Outstanding Notes Indentures and the Outstanding Notes, (ii) allow, in the case of the Outstanding 2026 DBS Secured Notes and Outstanding 2028 DBS Secured Notes, for certain amendments to that certain Loan and Security Agreement, dated as of November 26, 2021, between DISH Network Corporation and DBS (the “Intercompany Loan”) to provide that the consent rights thereunder would accrue only to the benefit of the holders of the New 2026 DBS First Lien Notes and New 2028 DBS First Lien Notes, (iii) release all guarantees on the Outstanding Notes, (iv) release all of the collateral securing the Outstanding 2026 DBS Secured Notes and Outstanding 2028 DBS Secured Notes and (v) permit any required reorganization or restructuring, corporate or other conversion, merger or consolidation of any subsidiaries, transfers of equity interests, and any other action necessary, in each case in connection with the reorganization and restructuring plans included as exhibits to the Purchase Agreement, as the same may be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms thereof. The Proposed Amendments to each Outstanding Notes Indenture require the consents of holders of at least 66 2/3% in principal amount of such series of Outstanding Notes (excluding any Outstanding Notes held by DBS or any of its affiliates) (the “Requisite Consents”). The Proposed Amendments will be set forth in supplemental indentures to the Outstanding Notes Indentures, which with respect to each series of Outstanding Notes will be executed and delivered promptly after the Expiration Time if DBS has received the Requisite Consents thereto as of the Expiration Time and the related Outstanding Notes are accepted for exchange pursuant to the Exchange Offers.

The Exchange Offers and related consent solicitations described in the Exchange Offering Memorandum (the “Consent Solicitations”) will expire at 5:00 p.m., New York City time on October 29, 2024, or any other time to which DBS extends such Exchange Offer and Consent Solicitation in its sole discretion, subject to the terms of the Purchase Agreement (such time and date, as the same may be extended, the “Expiration Time”), unless earlier terminated. To be eligible to receive the applicable exchange consideration in the applicable Exchange Offer and Consent Solicitation, holders must validly tender and not validly withdraw their Outstanding Notes and validly deliver and not revoke their consents prior to the Expiration Time. Tenders of Outstanding Notes may be withdrawn and consents may be revoked prior to 5:00 p.m., New York City time on the date that the Minimum Series Exchange Condition (as defined below) with respect to the applicable series is satisfied, but not thereafter, subject to limited exceptions, unless such time is extended by DBS at its sole discretion (such time and date, as the same may be extended, the “Withdrawal Deadline”). Any Outstanding Notes withdrawn pursuant to the terms of the applicable Exchange Offer and Consent Solicitation shall not thereafter be considered tendered for any purpose unless and until such Outstanding Notes are again tendered pursuant to the applicable Exchange Offer and Consent Solicitation. Outstanding Notes not exchanged in the Exchange Offers and Consent Solicitations will be returned to the tendering holder at DBS’s expense promptly after the expiration or termination of the Exchange Offers and Consent Solicitations.

The relevant Exchange Offer for each series of Outstanding Notes is conditioned upon the valid tenders for exchange being received from Eligible Holders of such series of Outstanding Notes and accepted in the relevant Exchange Offer of at least 66 2/3% in aggregate principal amount of the Outstanding Notes of such series currently outstanding, excluding any such Outstanding Notes held by DBS or any of its affiliates (the “Minimum Series Exchange Condition”). In addition, the inclusion in the New DBS Notes Indentures of the Mandatory Acquisition/Exchanges feature, is conditioned upon (i) the satisfaction or waiver of the conditions described herein, including the Minimum Series Exchange Condition, with respect to all series of the Outstanding Notes and (ii) the valid tenders for exchange being received and accepted from Eligible Holders of the Outstanding Notes as would result in a Discount Amount of at least $1.568 billion ((i) and (ii) together, the “Acquisition Consent Threshold Condition”). The “Discount Amount” shall mean the aggregate amount of Principal Reduction that would be applicable to the New DBS Notes (aggregated among all such New DBS Notes) that would be issued on the Settlement Date.

A Consent Solicitation with respect to a series of Outstanding Notes will be terminated if the Requisite Consents for such series are not obtained by the Expiration Time and, in such case, the applicable Proposed Amendments for such series of Outstanding Notes will not become effective. If an Exchange Offer or the related Consent Solicitation with respect to a series of Outstanding Notes is terminated or withdrawn, the existing indenture governing such series of Outstanding Notes will remain in effect in its present form with respect to such series of Outstanding Notes.

If the Requisite Consents to the applicable Proposed Amendments are received and not revoked with respect to a series of Outstanding Notes, DBS and the trustee under the indenture governing such series of Outstanding Notes are expected to execute a supplemental indenture to such indenture providing for the Proposed Amendments (with respect to any such series of Outstanding Notes, a “Supplemental Indenture”), promptly after the Expiration Time. The Supplemental Indenture will effect the Proposed Amendments only with respect to such series of Outstanding Notes for which the applicable Requisite Consents were received and not revoked. The adoption of the Proposed Amendments with respect to any series of Outstanding Notes is not conditioned upon the consummation of any other Consent Solicitation or adoption of the Proposed Amendments in respect of any other series of Outstanding Notes or obtaining any Requisite Consent with respect to any other series of Outstanding Notes. The failure to obtain the Requisite Consents with respect to any series of Outstanding Notes will not affect the ability of DBS to enter into the Supplemental Indenture and cause the Proposed Amendments to become effective for any other series of Outstanding Notes. If an Exchange Offer or the related Consent Solicitation with respect to a series of Outstanding Notes is terminated or withdrawn, the indenture governing such series of Outstanding Notes will remain in effect in its present form with respect to such series of Outstanding Notes. However, if the Proposed Amendments for a series of Outstanding Notes become operative, holders of such series of Outstanding Notes who do not tender Outstanding Notes will be bound by the applicable Proposed Amendments, meaning that their Outstanding Notes will be governed by an indenture as amended by the applicable Supplemental Indenture.

Each of the Exchange Offers is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in DBS’s sole discretion, and without amending, extending, terminating or withdrawing any other Exchange Offer. Additionally, notwithstanding any other provision of the Exchange Offers, DBS’s obligations to accept and exchange any of the Outstanding Notes validly tendered pursuant to an Exchange Offer is subject, among other things, to the satisfaction or waiver of certain conditions, as described in the Exchange Offering Memorandum, and DBS expressly reserves its right, subject to applicable law, to terminate any Exchange Offer at any time.

The Exchange Offers and Consent Solicitations are being made, and the applicable series of New Notes are being offered, only to holders of the Outstanding Notes who are either (a) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or (b) persons other than “U.S. persons” as defined in Regulation S under the Securities Act and who are otherwise in compliance with the requirements of Regulation S; provided that, in each case, if the holder is in the European Economic Area or the United Kingdom, such holder is a qualified investor and is not a retail investor. With respect to holders in the European Economic Area, a “retail investor” means a person who is one (or more) of: (i) a “retail client” as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a “customer” within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Regulation (EU) 2017/1129. The holders of Outstanding Notes who have certified to DBS that they are eligible to participate in the Exchange Offers and Consent Solicitations pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.” Eligible Holders may go to https://deals.is.kroll.com/DISHDBS to confirm their eligibility.

Full details of the terms and conditions of the Exchange Offers and Consent Solicitations are described in the Exchange Offering Memorandum. The Exchange Offers and Consent Solicitations are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Exchange Offering Memorandum, which is being sent by DBS to Eligible Holders of the Outstanding Notes. Eligible Holders of the Outstanding Notes are encouraged to read these documents, as they contain important information regarding the Exchange Offers and the Consent Solicitations.

None of EchoStar, DBS, DTV Issuer, any of their respective subsidiaries or affiliates, or any of their respective officers, boards of directors or directors, the dealer managers, the solicitation agent, the exchange agent and information agent or any trustee is making any recommendation as to whether Eligible Holders should tender any Outstanding Notes in response to the Exchange Offers or deliver any consents pursuant to the Consent Solicitations and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender their Outstanding Notes and deliver consents, and, if so, the principal amount of Outstanding Notes as to which action is to be taken.

The Exchange Offers and the Consent Solicitations are not being made to Eligible Holders of Outstanding Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The New Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Notes have not been and will not be qualified for sale to the public by prospectus under applicable Canadian securities laws and, accordingly, any issuance of New Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws.

PJT Partners LP and Barclays Capital Inc. are acting as dealer managers for the Exchange Offers and Consent Solicitations. Kroll Issuer Services Limited is acting as exchange agent and information agent for the Exchange Offers and Consent Solicitations.

This press release does not constitute an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities and is also not a solicitation of the related consents, nor shall there be any exchange of the New Notes for Outstanding Notes pursuant to the Exchange Offers in any jurisdiction in which such exchanges would be unlawful prior to registration or qualification under the laws of such jurisdiction.

About EchoStar Corporation

EchoStar Corporation (Nasdaq: SATS) is a premier provider of technology, networking services, television entertainment and connectivity, offering consumer, enterprise, operator, and government solutions worldwide under its EchoStar®, Boost Mobile®, Sling TV, DISH TV, Hughes®, HughesNet®, HughesON™ and JUPITER™ brands. In Europe, EchoStar operates under its EchoStar Mobile Limited subsidiary and in Australia, the company operates as EchoStar Global Australia. For more information, visit www.echostar.com and follow EchoStar on X (Twitter) and LinkedIn.

Where You Can Find Additional Information

As noted above, further details regarding the terms and conditions of the Offers can be found in the Exchange Offering Memorandum. ANY ELIGIBLE HOLDER HOLDING OUTSTANDING NOTES IS URGED TO READ THE EXCHANGE OFFERING MEMORANDUM THAT HAS BEEN MADE AVAILABLE TO THEM BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DBS, THE ACQUISITION TRANSACTION AND THE EXCHANGE OFFER.

For additional information regarding the Exchange Offers and Consent Solicitation, please contact: (i) PJT Partners LP at DISHDBS_Exchange@pjtpartners.com or (212) 364-7117 or (ii) Barclays Capital Inc. at us.lm@barclays.com or (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests from Eligible Holders for the Exchange Offering Memorandum and other documents relating to the Exchange Offers and Consent Solicitations may be directed to Kroll Issuer Services Limited, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by sending an email to DISHDBS@is.kroll.com or by calling (855) 388-4578 (U.S. toll-free) or (646) 937-7769 (International). Eligible Holders will be required to confirm their eligibility prior to receiving the Exchange Offering Memorandum and other documents relating to the exchange offers and consent solicitations. Holders can certify eligibility on the eligibility website at: https://deals.is.kroll.com/dishdbs.

Forward-looking Statements

This document contains “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 Securities Exchange Act of 1934, as amended, including, in particular, statements about plans, objectives and strategies, growth opportunities in our industries and businesses, our 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 us as of the date hereof 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 our control. 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. Additional information concerning these risk factors is contained in each of EchoStar’s, DISH Network Corporation’s and DBS’s most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and in EchoStar’s and DBS’s subsequent Current Reports on Form 8-K, and other Securities and Exchange Commission (“SEC”) filings, which are accessible on the SEC’s website at www.sec.gov. 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. We do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

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SOURCE EchoStar Corporation

Technology

InventHelp®’s VIBE to Exhibit at Licensing Expo 2025

Published

42 minutes ago

May 15, 2025

PITTSBURGH, May 15, 2025 /PRNewswire/ — InventHelp’s Virtual Invention Browsing Experience, VIBE, will be exhibiting at Licensing Expo 2025 in Las Vegas, Nevada.

Licensing Expo is the world’s largest licensing trade show. The show will once again open its doors to attendees May 20-22, 2025, at the Mandalay Bay Convention Center. Companies registered to exhibit this year include Mattel, Paramount, Minecraft, Coca-Cola, and more.

Among these exhibitors, InventHelp® will once again present VIBE, a confidential technology platform allowing qualified companies to review InventHelp® client invention ideas.

VIBE features InventHelp client ideas with large 3D display touchscreen renderings and detailed descriptions that brand owners, product developers, licensees, merchandisers and other qualified companies can view in private viewing stations.

Enter VIBE at booth S226 as a qualified attendee for a chance to win a KitchenAid stand mixer along with a set of three MixAid silicone inserts for your stand mixer bowl.

“Future of Retail”, this year’s keynote speaking event, will feature a panel of retail representatives from companies including Walmart and Primark. The show floor is open to attendees starting Tuesday May 20th at 9 am.

Media Contact:
Maria Jones
mjones@inventhelp.com

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SOURCE InventHelp

Technology

Gen Announces Board Transitions, Welcomes John Chrystal as Peter Feld Departs

Published

2 hours ago

May 15, 2025

TEMPE, Ariz. and PRAGUE, May 15, 2025 /PRNewswire/ — Gen Digital Inc. (NASDAQ: GEN), a global leader dedicated to powering Digital Freedom, today announced the departure of Peter Feld from its Board of Directors, following his impactful tenure that began in 2018. With this departure, Gen welcomes John Chrystal, former member of MoneyLion’s Board of Directors, who joins the Gen Board as the Company accelerates its innovation and focus on financial wellness.

Peter Feld has been an extraordinary force behind Gen’s evolution. Joining the board of Symantec in 2018, Peter played an integral role in transforming the Company. His leadership was instrumental in the creation of NortonLifeLock, the subsequent merger with Avast, and the birth of Gen as a global consumer Cyber Safety brand and category leader.

“Peter has been a crucial partner and an invaluable asset to Gen,” said Frank Dangeard, Chair of Gen’s Board of Directors. “His vision and commitment have been central to shaping our strategy and setting the foundation for our growth. His legacy will always remain a part of Gen’s DNA as we look toward a future of empowering every individual to live their digital life confidently and securely. On behalf of the entire team, I want to extend my deepest gratitude to Peter for his contributions.”

Peter Feld said, “After serving for six years, it is time for me to step down from the Board. It has been an incredible journey, and I am thankful to Vincent, the entire management team, and the Board of Directors for their commitment to Gen and hard work towards delivering results and value creation. Gen is extremely well-positioned for the future with a strong foundation and exciting new growth prospects through its evolution into financial wellness. I look forward to watching the company continue to thrive.”

Gen also introduces John Chrystal to its Board of Directors. With extensive expertise in fintech and financial innovation, John’s leadership comes at a pivotal time following Gen’s acquisition of MoneyLion, where he served as Chair of the Board of Directors. His appointment signals Gen’s deepening commitment to expanding its portfolio in financial wellness, enabling consumers to safeguard both their digital lives and their financial future. John’s experience will directly contribute to Gen’s renewed mission, extending beyond Cyber Safety, to include financial wellbeing.

John Chrystal adds, “I am excited and humbled to join the extraordinary management and Board team at Gen. I look forward to all the ways I can contribute to the company as it pursues its important mission. In today’s world, trust-based solutions for digital and financial wellness are incredibly important. I look forward to aiding consumers as they strive to make the best financial choices possible, all while safeguarding their financial and digital future.”

With these transitions, Gen stands at the forefront of industry innovation, laser-focused on delivering unparalleled value to consumers across its family of trusted brands.

About Gen
Gen (NASDAQ: GEN) is a global company dedicated to powering Digital Freedom through its trusted consumer brands including Norton, Avast, LifeLock, MoneyLion and more. The Gen family of consumer brands is rooted in providing financial empowerment and cyber safety for the first digital generations. Today, Gen empowers people to live their digital lives safely, privately and confidently for generations to come. Gen brings award-winning products and services in cybersecurity, online privacy, identity protection and financial wellness to nearly 500 million users in more than 150 countries. Learn more at GenDigital.com.

CONTACTS

Investor Contact

Jason Starr

Media Contact

Jess Monney

Gen

IR@GenDigital.com

Press@GenDigital.com

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SOURCE Gen Digital Inc.

Technology

Light AI Reports Financial Results for Q1 2025

Published

2 hours ago

May 15, 2025

VANCOUVER, BC, May 15, 2025 /CNW/ – Light AI Inc. (“Light AI” or the “Company”) (CBOE CA: ALGO) (FSE: 0HC) (OTCQB: OHCFF), a healthcare technology company focused on developing artificial intelligence (“AI”) health diagnostic and wellness solutions, today announced its financial and operating results for its first quarter of 2025 representing the three months ended March 31, 2025. Financial information is reported in Canadian dollars (“$”) unless otherwise stated and in accordance with International Financial Reporting Standards (“IFRS”).

Financial and Operating Results Summary for Q1 2025

The Company is currently in the development stage of its software technology offering which is anticipated to be completed with related commercialization commencing in Q3 2025. During the three months ended March 31, 2025, the Company had total operating expenses, exclusive of interest, depreciation and share based payments, of approximately $4.2 million compared to approximately $1.4 million in the three months ended March 31, 2024 with the increase primarily attributable to the Company’s continued investment in product development with total research and development expenses of approximately $1.2 million in Q1 2025 compared to approximately $919,000 in the prior year period in addition to marketing and investor relations activities.

The Company had cash of $11.9 million as of March 31, 2025 compared to $15.2 million as of December 31, 2025. On January 8, 2025, the Company closed the second of two tranches of the Offering by issuing 2,757,000 units of the Company at $0.55 per unit for aggregate gross proceeds of $1,516,350. The Company had Adjusted Working Capital of $12.6 million as of March 31, 2025 compared to $14.6 million as of December 31, 2025.

“Light AI has made strong progress throughout the first quarter of 2025, inclusive of going public with the completion of related equity financings totaling $18.5 million and strengthening our leadership team with the appointments of Anthony Schaller as President and CTO, John Tse as VP Commercial Development and George Reznik as CFO,” stated Peter Whitehead, CEO of Light AI. “We are committed to commercializing the Company’s AI oriented health and wellness software application in Q3 2025 to address various medical conditions including Strep A, COVID19 and Conjunctivitis (pink eye) to capitalize on our sizable market opportunity leveraging Light AI’s first mover advantage with our innovative, patented and disruptive technology.”

Financial Statements and Management Discussion & Analysis

Please see the Company’s consolidated financial statements (“Financial Statements”) and related Management’s Discussion & Analysis (“MD&A”) for more details. The Financial Statements for the three months ended March 31, 2025, and related MD&A have been reviewed and approved by the Company’s Audit Committee and Board of Directors. For a more detailed explanation and analysis, please refer to the MD&A that has been filed on SEDAR+ at www.sedarplus.ca and is also available on the Company’s website at www.light.ai.

Non-IFRS and Other Financial Measures

This press release refers to the following non-IFRS measures:

“Adjusted Working Capital” is comprised as current assets less current liabilities. Management believes Adjusted Working Capital is a useful indicator for investors, and is used by management, for evaluating the operating liquidity to the Company. See “Adjusted Working Capital Reconciliation” for a quantitative reconciliation of Adjusted Working Capital to the most directly comparable financial measure.

Such non-IFRS measures and non-IFRS ratio do not have a standardized meaning under IFRS and may not be comparable to a similar measure disclosed by other issuers.

Adjusted Working Capital Reconciliation

March 31, 2025                  December 31, 2024
                Current Assets $14,970,514                        $17,126,245
Less: Current Liabilities (   2,352,273)                       (   2,481,677)
                Adjusted Working Capital $12,618,241                         $14,644,568

About Light AI Inc. (CBOE CA: ALGO / FSE: 0HC / OTCQB: OHCFF)

Light AI Inc. is a technology company focused on developing artificial intelligence health diagnostic solutions. Light AI is developing a technology platform which represents the next generation of patient management: it applies AI algorithms to smartphone images—starting with images of Strep A and anticipated expansion with COVID19 along with other medical conditions —to identify the disease in seconds. Its patented, app-based solution requires no swabs, lab tests or proprietary hardware of any kind—its hardware platform is the 4.5 billion smartphones that exist in the world today. Light AI is at the forefront of developing innovative diagnostic solutions aimed at improving healthcare delivery worldwide. Their cutting-edge AI powered technology offers rapid, accurate, and cost-effective diagnostic tools designed to address critical healthcare challenges.

In pre-FDA validation studies, Light AI’s algorithm demonstrated remarkable accuracy in differentiating between viral and bacterial pharyngitis, specifically targeting Group A Streptococcus (GAS). The algorithm achieved a 96.57% accuracy rate and attained a Negative Predictive Value of 100%, indicating its high reliability in confirming the absence of Streptococcus A infection. Viral and GAS pharyngitis affects over 600 million people annually worldwide. If left untreated, GAS pharyngitis can lead to serious complications such as Rheumatic Heart Disease (RHD), which imposes a global economic burden exceeding $1 trillion annually. Light AI’s technology offers a significant advancement in the accurate and timely diagnosis of GAS pharyngitis, potentially reducing the incidence of RHD and its associated costs. Light AI’s approach to applying AI to smartphone images can be expanded to other throat conditions, as well as other areas of analysis, such as the human eye and skin. Light AI’s vision is to combine the smartphone with AI in-the-Cloud to create a Digital Clinical Lab that provides quick and accessible diagnosis for countless conditions that today require expensive and time-consuming imaging or lab processes. Light AI’s commercial launch of its consumer-facing Wellness App initial offering is anticipated to be available in North America in Q3 2025.

ON BEHALF OF THE COMPANY

“George Reznik”
George Reznik
Chief Financial Officer
Telephone: 604-307-6800
Email: greznik@light.ai

For more information, please contact the Company at investors@light.ai or visit https://light.ai/.

Website: https://light.ai/
LinkedIn: LinkedIn/company/Light AI
X (Formerly Twitter): @lightaihealth

Forward-Looking Information:

This news release includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events, including, but not limited to, the Company’s research and development and commercialization initiatives, the anticipated inflection of the business, the Company’s financial and operational performance and outlook and other statements that contain words such as “believe,” “expect,” “project,” “should,” “seek,” “anticipate,” “will,” “intend,” “positioned,” “risk,” “plan,” “may,” “estimate” or, in each case, their negative and words of similar meaning. By its nature, forward-looking information involves a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking information. These risks, uncertainties and assumptions could adversely affect the outcome of the plans and events described herein. Readers should not place undue reliance on forward-looking information, which is based on the information available as of the date of this news release. For a list of the factors that may affect any of the Company’s forward-looking statements, please refer to the Company’s annual information form dated April 14, 2025 and other filings made by the Company with the Canadian securities regulatory authorities (which may be viewed under its SEDAR+ profile at www.sedarplus.ca). Light AI disclaims any intention or obligation to update or revise any forward-looking information contained in this news release, whether as a result of new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this news release is expressly qualified in its entirety by this cautionary statement.

SOURCE Light AI Inc.