STOCK TITAN

EchoStar (NASDAQ: ECHO) closes $20.25B AT&T spectrum deal, $2.4B FCC trust

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EchoStar Corporation completed the previously announced sale of all 3.45 GHz and 600 MHz spectrum licenses held by its seller parties to AT&T Mobility II LLC, a subsidiary of AT&T Inc. At the closing, the seller received $20,250,000,000 in proceeds, and the buyer deposited an additional $2,400,000,000 into a mandated FCC trust to satisfy specified creditor claims tied to the transferred licenses. The parties also agreed to a 99‑year extension of existing leases for the buyer’s exclusive use of certain wireless spectrum licenses in Hawaii.

In connection with these transactions and DISH DBS Corporation’s deleveraging plans, DISH DBS fully repaid $2,000,000,000 aggregate principal of its 7.75% Senior Notes due July 1, 2026, pursuant to authorization from the U.S. Bankruptcy Court for the Southern District of Texas. All amounts outstanding under a 2021 loan from DISH DBS to DISH Network Corporation were satisfied in full, and approximately $3.686 billion of 11 3/4% Senior Secured Notes due November 15, 2027, issued by DISH Network Corporation, were redeemed in full at closing.

Positive

  • EchoStar and related seller parties completed the sale of all 3.45 GHz and 600 MHz spectrum licenses to AT&T Mobility II LLC, receiving $20.25 billion in cash proceeds at closing.
  • Approximately $3.686 billion of 11 3/4% Senior Secured Notes due November 15, 2027, issued by DISH Network Corporation, were redeemed in full at closing, reducing outstanding secured debt.
  • DISH DBS Corporation fully repaid $2.0 billion aggregate principal of its 7.75% Senior Notes due July 1, 2026, advancing its stated deleveraging objectives under court‑supervised restructuring.

Negative

  • None.

Filing Explained

The closing is complete, but $2.4 billion remains in a tiered trust for eligible claims rather than as unrestricted seller proceeds.

As a Form 8-K, this filing reports a specified material event: the July 28, 2026 closing is complete, and the $2,400,000,000 FCC Trust is reserved for eligible claims tied to communications sites and the network associated with the transferred licenses. That makes the amount a trust-restricted claims reserve, rather than additional seller proceeds.

The trust uses three priority tiers: claims of $100,000 or less from an initial $200,000,000 reserve, then specified amounts due under covered agreements, and then lost future rents, profits, and other future amounts.

The trust ends when all eligible claims are satisfied or, if earlier termination does not occur, no later than five years from its effective date, subject to the FCC Bureau’s authority to extend the term. The filing therefore establishes a funded but still conditional claims-resolution mechanism; it does not state the amount that will ultimately be distributed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Spectrum sale proceeds $20,250,000,000 Cash proceeds received by the seller at closing for all 3.45 GHz and 600 MHz spectrum licenses
FCC Trust funding $2,400,000,000 Amount deposited by the buyer into the Wireless Creditor Trust at closing
7.75% Senior Notes repayment $2,000,000,000 Aggregate principal of 7.75% Senior Notes due July 1, 2026 repaid by DISH DBS on July 28, 2026
11 3/4% Senior Secured Notes redemption $3.686 billion Approximate outstanding amount of 11 3/4% Senior Secured Notes due November 15, 2027 redeemed in full at closing
Type A Claims reserve $200,000,000 Initial segregated reserve within the FCC Trust to fund Type A Claims of $100,000 or less
Type A Claims cap $100,000 Maximum individual size of Type A Claims eligible for payment from the initial reserve
Lease extension term 99 years Duration of the extension of existing leases for the buyer’s exclusive use of certain Hawaii spectrum licenses
FCC Trust duration cap five years Maximum life of the FCC Trust absent earlier satisfaction of claims or extension by the Wireless Telecommunications Bureau
License Purchase Agreement financial
"completed the previously announced transactions contemplated by the License Purchase Agreement"
Senior Secured Notes financial
"approximately $3.686 billion outstanding ... of the 11 3/4% Senior Secured Notes due November 15, 2027"
Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.
FCC Trust regulatory
"a trust fund in the amount of $2,400,000,000 (the “FCC Trust”) to pay obligations"
Wireless Telecommunications Bureau regulatory
"in accordance with the Wireless Telecommunications Bureau’s Memorandum Opinion and Orders"
Memorandum Opinion and Orders regulatory
"in accordance with the Wireless Telecommunications Bureau’s Memorandum Opinion and Orders, DA 26-470 and DA 26-471"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What major transaction did EchoStar (ECHO) complete with AT&T on July 28, 2026?

EchoStar and its seller parties completed the sale of all 3.45 GHz and 600 MHz spectrum licenses to AT&T Mobility II LLC, receiving $20.25 billion in proceeds and agreeing to a 99‑year extension of certain Hawaii spectrum leases for AT&T’s exclusive use.

How much cash did EchoStar (ECHO) receive from the spectrum license sale?

At closing, the seller received $20,250,000,000 in proceeds from AT&T Mobility II LLC. In addition, the buyer deposited $2,400,000,000 into an FCC‑mandated trust as part of the purchase price to cover specified claims related to the transferred network.

What is the size and purpose of the FCC Trust associated with EchoStar (ECHO)?

The FCC Trust, formally the Wireless Creditor Trust, was funded with $2,400,000,000 to pay eligible claims arising from construction, operation, maintenance, decommissioning and related services for sites and networks tied to the sold licenses, with payments prioritized across defined claim tiers.

Which debts were repaid or redeemed in connection with EchoStar’s (ECHO) July 28, 2026 transactions?

DISH DBS Corporation repaid $2.0 billion of 7.75% Senior Notes due July 1, 2026. A 2021 loan from DISH DBS to DISH Network Corporation was satisfied in full, and approximately $3.686 billion of 11 3/4% Senior Secured Notes due November 15, 2027 were redeemed at closing.

How long do the extended Hawaii spectrum leases last for EchoStar (ECHO) and AT&T?

As part of the closing, the parties entered into a 99‑year extension of existing leases for AT&T’s exclusive use of certain wireless spectrum licenses in Hawaii, significantly lengthening the term of AT&T’s access to those frequencies.
0001415404false00014154042026-07-282026-07-28

 

 

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 28, 2026

ECHOSTAR CORPORATION

(Exact name of registrant as specified in its charter)

001-33807
(Commission File Number)

Nevada

26-1232727

(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, $0.001 par value

ECHO

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 1.02.

Termination of a Material Definitive Agreement.

On July 28, 2026, DISH DBS Corporation (“DISH DBS”) further advanced its announced deleveraging objectives by consummating the full repayment and satisfaction of all outstanding obligations under its 7.75% Senior Notes due July 1, 2026 (the “Notes”). The total payment made on July 28, 2026 was comprised of $2,000,000,000 in aggregate principal amount along with accrued and unpaid interest through the date of repayment.

The repayment in full of the Notes and the discharge of the related Indenture obligations were authorized by the United States Bankruptcy Court for the Southern District of Texas, which is presiding over DISH DBS’ pending restructuring proceedings.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 8.01 is incorporated in this Item 2.01 by reference.

Item 8.01.

Other Events.

Completion of Sale of Spectrum Licenses Pursuant to AT&T License Purchase Agreement

On July 28, 2026, EchoStar Corporation, a Nevada corporation (“EchoStar” or the “Seller”), and the other Seller Parties named therein (together with the Seller, the “Seller Parties” and each, a “Seller Party”), completed (the “Closing”) the previously announced transactions contemplated by the License Purchase Agreement, dated as of August 25, 2025 (the “License Purchase Agreement,” and the transactions contemplated thereby, the “Transactions”), by and between the Seller Parties and AT&T Mobility II LLC, a Delaware limited liability company (the “Buyer”), a subsidiary of AT&T Inc.

Pursuant to the License Purchase Agreement, at the Closing, the Seller Parties sold all 3.45 GHz and 600 MHz spectrum licenses that were held by the Seller Parties (collectively, the “Licenses”) and entered into a 99-year extension of existing leases for the Buyer’s exclusive use of certain wireless spectrum licenses in Hawaii.  In connection with the Closing, Seller received proceeds of $20,250,000,000 and an additional $2,400,000,000 was deposited by the Buyer into the mandated FCC Trust (as defined below).

In connection with the Closing, all amounts outstanding under that certain Loan and Security Agreement, dated as of November 26, 2021, between DISH DBS Corporation, as lender, and DISH Network Corporation, as borrower, were satisfied in full. Additionally, the approximately $3.686 billion outstanding (inclusive of early redemption premium and accrued but unpaid interest) of the 11 3/4% Senior Secured Notes due November 15, 2027 issued pursuant to the Secured Indenture, dated November 15, 2022, by and among DISH Network Corporation, the guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, was redeemed in full at the Closing in accordance with the terms thereof.

Establishment of FCC Trust

As a condition to the Federal Communications Commission’s (the “FCC”) approval of the assignment of the Licenses to the Buyer pursuant to the License Purchase Agreement, the FCC’s Wireless Telecommunications Bureau (the “Bureau”) required the establishment of a trust fund in the amount of $2,400,000,000 (the “FCC Trust”) to pay obligations to persons or entities that may obtain a final judgment, arbitration award or settlement against an EchoStar Party for amounts due in connection with the construction, operation, maintenance, decommissioning and provisioning of goods or services related to communications sites and the communications network associated with the Licenses being sold in the Transactions.  The FCC Trust was funded at the Closing by the Buyer directly using cash that constituted a portion of the purchase price.

The FCC Trust, formally known as the “Wireless Creditor Trust,” was established pursuant to a Trust Agreement dated as of June 26, 2026 (the “FCC Trust Agreement”), in accordance with the Wireless Telecommunications Bureau’s Memorandum Opinion and Orders, DA 26-470 and DA 26-471, dated May 12, 2026.  The FCC Trust is required to pay eligible covered claims in three priority tiers: (i) “Type A Claims” of $100,000 or less, funded from an initial $200,000,000 segregated reserve; (ii) “Type B-1 Claims” for outstanding amounts due under agreements related to the covered activities; and (iii) “Type B-2 Claims” for lost future rents, profits and other future amounts.  The FCC Trust will terminate upon satisfaction of all eligible claims or, if not earlier terminated, no later than five years from the trust effective date, subject to the Bureau’s authority to extend the term.

The foregoing description of the License Purchase Agreement, the Transactions and the FCC Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License Purchase Agreement and the FCC Trust Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A summary of the material terms of the License Purchase Agreement was previously included in Item 1.01 of EchoStar’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 26, 2025, and is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

Exhibit 10.1

License Purchase Agreement, dated as of August 25, 2025, by and among EchoStar Corporation and AT&T Mobility II LLC (incorporated by reference to Exhibit 10.1 to EchoStar Corporation’s Quarterly Report on Form 10 Q for the quarter ended September 30, 2025, filed November 6, 2025).

Exhibit 10.2

Trust Agreement (Wireless Creditor Trust), dated as of June 26, 2026, by and between EchoStar Corporation (on behalf of itself and its subsidiaries and affiliates) and The Bank of New York Mellon, as trustee.

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.

 

 

 

 

 

ECHOSTAR CORPORATION

 

Date: July 28, 2026

By:  

/s/ Jeffrey H. Blum

 

 

Jeffrey H. Blum

Acting Chief Legal Officer and Secretary

 

 

 

 

 

 

 

 

Filing Exhibits & Attachments

4 documents