Slide 1: Transforming into a Connectivity Leader
TRANSFORMING INTO A CONNECTIVITY LEADER September 2024
Slide 2: Disclaimer: Forward-Looking Statements
2 DISCLAIMER Forward - Looking Statements This document contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, th e accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to
Slide 3: Transactions represent one of the largest simultaneous out-of-court M&A and balance sheet restructurings
3 Transactions represent one of the largest and most comprehensive simultaneous out - of - court M&A and balance sheet restructurings to date Pay - TV Level (DDBS) $2.5bn Pay - TV standalone financing (funded today) $10.5bn Sale of Pay - TV to DIRECTV including a $9.75bn debt exchange offer Parent L
Slide 4: Transactions position EchoStar for long-term success
4 TRANSACTIONS POSITION ECHOSTAR FOR LONG - TERM SUCCESS Secures access to ~$1.5bn of DISH Pay - TV cash flow between July 1, 2024 and September 30, 2025 1 Upon completion of the sale, eliminates the remaining secured DISH Network intercompany obligation to DISH DBS ($2.84bn) and gives ability to fu
Slide 5: Series of transactions delever EchoStar and provide capital
5 SERIES OF TRANSACTIONS DELEVER ECHOSTAR AND PROVIDE CAPITAL TO S TRENGTHEN ITS POSITION AS THE FOURTH U.S. FACILITIES - BASED CARRIER Note: 1 Comprised of Tranche 1 ($1.8bn term loan and $200mm preferred equity due 6/30/2029) and Tranche 2 ($500mm term loan due 9/30/ 202 5); 2 ~$2.8bn Intercompany
Slide 6: Creates growth-oriented innovator across wireless, terrestrial and satellite
6 CREATES GROWTH - ORIENTED INNOVATOR ACROSS WIRELESS, BOTH TERRESTR IAL AND SATELLITE Source: EchoStar filings Key stats Population coverage for >250mm Broadband and >200mm 5G Voice in >100 markets 20,000+ sites in commercial service ~7mm wireless subscribers Nationwide coverage via 4G / 5G roaming
Slide 7: America's new cloud native mobile carrier
7 AMERICA’S NEW CLOUD NATIVE MOBILE CARRIER World’s first 5G O - RAN cloud native network Integrated postpaid and prepaid retail brand Competitive device portfolio (iOS, Android) Digital, branded retail and national retail distribution Recent launch with Apple Retail Only major carrier with integrat
Slide 8: Enhanced financial profile: portfolio refocused on growing connectivity markets
8 ENHANCED FINANCIAL PROFILE: PORTFOLIO REFOCUSED ON GROWING CONNE CTIVITY MARKETS Source: EchoStar filings Note: Revenue splits represent LTM as of 06/30/2024; 1 Excludes impact of Eliminations; 2 Revenue from Pay - TV business not in transaction perimeter $11,027 67.4% $3,587 21.9% $119 0.7% $1,63
Slide 9: Significant increase in investment capacity combined with debt reduction
9 SIGNIFICANT INCREASE IN INVESTMENT CAPACITY COMBINED WITH DEBT R EDUCTION Cash 1 Consolidated debt 2 Consolidated debt due through 2026 2 DNC debt including intercompany obligations 2 As of 06/30/2024 PF for transactions Impact of transactions $6.0 7 $5.5 3 $0.5 $14.6 (7.0) 4 21.6 $1.5 (11.6) 5 13
Slide 10: Series of transactions results in ~$7bn reduction in consolidated debt
10 SERIES OF TRANSACTIONS RESULTS IN ~$7BN REDUCTION IN CONSOLIDATE D DEBT Source: EchoStar filings Note: 1 Assumes 100% participation by holders of existing Convertible Notes due 2025 and 2026 $21.6 $14.6 ($11.7) ($4.9) $2.0 $2.4 $5.1 $0.2 As of 06/30/24 (-) Existing DBS Notes (-) DISH Network Corp
Slide 11: Enhanced capital structure with greater flexibility and extended maturities
11 ENHANCED CAPITAL STRUCTURE WITH GREATER FLEXIBILITY AND EXTENDED MATURITIES $0 $0 $1.5 $3.5 $0 $5.3 $4.4 2.4 2.0 2024 2025 2026 2027 2028 2029 2030 Source: EchoStar filings Note: Excludes $4.8bn Tranche A of Intercompany Loan owed by DISH Network Corporation to EchoStar Intercompany Receivable L.
Slide 12: Transactions position EchoStar for long-term success
12 TRANSACTIONS POSITION ECHOSTAR FOR LONG - TERM SUCCESS Secures access to ~$1.5bn of DISH Pay - TV cash flow between July 1, 2024 and September 30, 2025 1 Upon completion of the sale, eliminates the remaining secured DISH Network intercompany obligation to DISH DBS ($2.84bn) and gives ability to f
Slide 13: Thank you
FCHOSTAR THANK YOU
Slide 14: Appendix: Additional detail on financial transactions
14 APPENDIX ADDITIONAL DETAIL ON FINANCIAL TRANSACTIONS
Slide 15: DISH Subscriber Subsidiary Financing Transaction Overview
15 DISH SUBSCRIBER SUBSIDIARY FINANCING TRANSACTION OVERVIEW DISH DBS Issuer LLC (“DBS SubscriberCo ”) receives $2.5bn in total financing from TPG Angelo Gordon Structure: – Tranche 1 : $1.8bn term loan and $200mm preferred equity 1 due 6/30/2029 – Tranche 2: $500mm term loan due 9/30/2025 Collatera
Slide 16: Pay-TV M&A and DBS Exchange Transaction Overview
16 PAY - TV M&A AND DBS EXCHANGE TRANSACTION OVERVIEW DIRECTV Entertainment Holdings LLC (“DIRECTV”) to acquire 100% of DISH DBS Corporation (EchoStar’s Pay - TV business) for $1 and assume DBS net debt at close DISH DBS entitled to transfer $1.5bn in cash flow to DNC from 06/30/2024 through 09/30/2
Slide 17: EchoStar Spectrum Financing and DISH Network Converts Exchange Overview
17 ECHOSTAR SPECTRUM FINANCING AND DISH NETWORK CONVERTS EXCHANGE O VERVIEW EchoStar and DNC have entered into a Transaction Support Agreement (“TSA”) with a group of creditors (“Consenting Creditors”) re presenting approximately >85% of the approximately $4.9bn in aggregate outstanding principal am
Slide 18: EchoStar Spectrum Financing Key Terms
18 ECHOSTAR SPECTRUM FINANCING KEY TERMS Amount : $5.1bn Spectrum Senior Secured Notes Maturity : 5 years Collateral : secured by pledges of EchoStar’s licenses in respect of AWS - 3 and AWS - 4 spectrum and the equity interests in the subsidiaries that hold such licenses Use of Proceeds : General c
Slide 19: DISH Network Converts Exchange Transaction Key Terms
19 DISH NETWORK CONVERTS EXCHANGE TRANSACTION KEY TERMS Exchange Consideration: Spectrum Senior Secured Exchange Notes due 2030 (“Exchange Notes”) – Rate : 6.750% per annum paid in kind through the first four coupon payments and paid in cash thereafter – Call Protection : NC2 / 102 in year 3 / par t
Slide 20: PIPE Subscription Agreement
20 PIPE SUBSCRIPTION AGREEMENT EchoStar has entered into subscription agreements with certain accredited investors and CONX Corp., a Nevada corporation (“CO NX” ) indirectly controlled by Charles W. Ergen PIPE Investors have agreed to purchase $400mm of EchoStar Class A common stock at a purchase pr
Slide 21: Transforming into a Connectivity Leader
TRANSFORMING INTO A CONNECTIVITY LEADER September 2024