回声星通信美股招股说明书(2025-05-09版)

EchoStar Corporation $150,000,000 Aggregate Principal Amount of10.75% Senior Secured Notes due 2029 EchoStar Corporation (“EchoStar,” “we” or the “Company”) is offering an additional $150,000,000 in aggregate principal amount of its10.75% Senior Secured Notes due 2029 (the “Additional Senior Spectrum Secured Notes”). The Additional Senior Spectrum Secured Notesbeing offered hereby constitute a further issuance of the $5,355,999,854 in aggregate principal amount of its 10.75% Senior Secured Notes due2029 (the “Existing Senior Spectrum Secured Notes”) that the Company issued on November12, 2024 under the Senior Spectrum SecuredNotes Indenture (as defined below). The Additional Senior Spectrum Secured Notes will form a single series of debt securities with theExisting Senior Spectrum Secured Notes. We refer to the Additional Senior Spectrum Secured Notes and the Existing Senior Spectrum SecuredNotes together as the “Senior Spectrum Secured Notes”. The Additional Senior Spectrum Secured Notes will have identical terms to theExisting Senior Spectrum Secured Notes, other than the issue date and the offering price and will be fungible with each of the Existing SeniorSpectrum Secured Notes. The Additional Senior Spectrum Secured Notes will have the same CUSIP and ISIN numbers as the Existing SeniorSpectrum Secured Notes. The Additional Senior Spectrum Secured Notes will mature on November30, 2029 and will accrue interest at a rate of 10.75% perannum. Interest on the Additional Senior Spectrum Secured Notes will be payable semi-annually on May30 and November30 of each year,beginning on May30, 2025. The Existing Senior Spectrum Secured Notes are, and on and following the issue date of the Additional SeniorSpectrum Secured Notes, the Additional Senior Spectrum Secured Notes will be, EchoStar’s unsecured obligations and the guarantees of theExisting Senior Spectrum Secured Notes are, and on and following the issue date of the Additional Senior Spectrum Secured Notes, theguarantees of the Additional Senior Spectrum Secured Notes will be, the obligations of only certain of EchoStar’s subsidiaries. The guaranteesof the Existing Senior Spectrum Secured Notes are, and on and following the issue date of the Additional Senior Spectrum Secured Notes, theAdditional Senior Spectrum Secured Notes will be secured equally and ratably with the EchoStar Convertible Notes (as defined herein), theEchoStar Exchange Notes (as defined herein) and certain other secured indebtedness on a first-priority basis, subject to permitted liens, certainexceptions and the First Lien Intercreditor Agreement (as defined below) by: (i)a lien on all licenses, authorizations and permits issued fromtime to time by the FCC for use of the AWS-3 Spectrum (the “AWS-3 Licenses”) and for the use of the AWS-4 Spectrum (the “AWS-4Licenses” and together with the AWS-3 Licenses, the “Pledged Licenses”) (the “Spectrum Assets”) held by certain of EchoStar’s subsidiariesthat, on or after November12, 2024 (the “Initial Settlement Date”), hold any Spectrum Assets (each, a “Spectrum Assets Guarantor”); (ii)theproceeds of any Spectrum Assets; (iii)any Replacement Collateral (as defined below in “Description of the Senior Spectrum Secured Notes”);and (iv)a lien on the equity interests held by an entity that directly owns any equity interests in any Spectrum Assets Guarantor (each, an“Equity Pledge Guarantor” and, together with the Spectrum Assets Guarantors, the “Guarantors”) ((i), (ii)and (iii), collectively, the“Collateral”). For the avoidance of doubt, the Collateral includes (i)to the extent permitted by law, the proceeds of the Pledged Licenses forfrequencies in 3GPP Band Classes 66 and 70, (ii)the Pledged Licenses, to the extent permitted by law, and (iii)a pledge of the equity interestsissued by the entities that own the Spectrum Assets; provided, for the avoidance of doubt, the 700 MHz Licenses, H Block Licenses and theCBRS Licenses (as each are defined below in “Description of the Senior Spectrum Secured Notes” herein) shall not constitute Collateral. The Additional Senior Spectrum Secured Notes are being sold pursuant to a note purchase agreement (the “Note Purchase Agreement”),among us and the investors in the Additional Senior Spectrum Secured Notes, dated as of May 8, 2025. The Additional Senior Spectrum Secured Notes will be issued under that certain indenture (the “Senior Spectrum Secured NotesIndenture”), dated as of November12, 2024, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A, astrustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Collateral Agent”). The terms of the Additional Noteswill include those stated in the Senior Spectrum Secured Notes Indenture and those made part of the Senior Spectrum Secured Notes Indentureby reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The Additional Senior Spectrum Secured Notes will be unsecuredobligations of the C